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Trust AGM - Chairman’s Address

Darran

Roger Freestone
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Can I first take this opportunity to welcome you all to tonight’s AGM. I hope you, and your loved ones, are managing to remain safe, happy and healthy during these strange times. With the prospect of a vaccine on the horizon, we can finally see some light at the end of the tunnel, however until that time please say safe.
Tonight, is very much a night of firsts. The rules around social distancing mean that we are having to hold the Trust’s first ever Virtual AGM. While we would prefer to meet in person, we did feel it was important that we held the meeting in whatever form we could. Given how many of you have been able to join us this evening, I believe that view is shared by many of you.
Of those of us presenting items on tonight’s agenda, while Stuart has served on the Trust Board, with distinction, for many years, this is the first AGM where both Paul and I have been in our respective roles. I’d like to thank Paul for stepping into the secretary role this summer after Mike Bastin moved on due to increased work and personal commitments. I’d like to thank Mike for all his efforts in helping us progress the Trust during his tenure, and we wish him and his young family all the best for the future.
This summer also saw the departure of key board members such as Andrew Cude and Andrew McGlashan, both of whom had contributed so much to our efforts in recent years, particularly with regards to our ongoing dispute with the majority owners of our club.
I mean no disrespect to either when I say that I am sure that the most noticeable departure was when Phil Sumbler announced in last year’s AGM that he would be retiring at the end of his term. Phil served as our Chair for most of our existence, during a period that was both exciting and challenging, so we all have a lot to thank him for. It’s great to see Phil, and many other former board members, in attendance today and we know they remain very supportive of the organisation and are always willing to help when needed.
As one door closes, another one opens, and I’d like to thank Siân Davies, Ceri Stone and Rupert Thomas for standing for election last summer, along with Adam Lewis applying to be co-opted onto the board. While Rupert and Siân have both served on the Trust Board previously, all four have been very active in contributing to the many areas that the Trust has been working on this year, as have Dave Dalton, Cath Dyer, Stuart McDonald and Terry Sinnett.
Speaking of whom, I’d like to thank Dave for stepping into the role of Vice Chair, Cath continuing in the role of Associate Director and Stuart continuing in the critical role of Supporter Director. The SD role has been particularly affected by the current crisis, which has limited the amount of face-to-face time that Stuart can have with the club’s leadership. You’ll be glad to hear that Stuart has been very proactive in maintaining a very strong working relationship with the club’s management team in particular. The SD role is of critical importance to us as an organisation, and we should not take it for granted. I have spoken to many Trusts and fans of other clubs and they are frequently envious of the level of access and engagement we have. That is testament, in no small part, to Stuart’s efforts in the role.
As for myself, I was, and remain, proud to be elected to the position of Chair. These are very big shoes to fill, however I can promise that I will do my upmost to move the Trust forward and ensure we are working in the best interests of you, our members.
Stepping into this role has inevitably led to additional media demands, such as a recent podcast I recorded with the Price of Football team. I was asked about tonight’s AGM and what I though would be the main topic of discussion. My first thought was that it would be the ongoing legal dispute, but we will find out for sure during our Q&A session later. For those members who receive our monthly communications via email, we have tried to provide you with frequent updates of the progress to date, however I will now summarise these.
As a Trust, we have fundamentally been focused on carrying out the mandate given by our members, in the summer of 2019, to pursue legal action as a result of the unfair prejudice we have suffered as a result of the 2016 sale of the club. In order to pursue that, we knew we must do so in a responsible manner that protected the Trust’s interests, regardless of the outcome.
Undertaking legal action is an expensive process, and it is no secret that it is beyond our capacity to fund it independently. This is why we have been working with our legal advisors to identify partners who can help us from a funding perspective. To be able to achieve this does require significant effort to meet the requirements of those parties, such as finalising all the documentation required from a legal perspective and obtaining comprehensive guidance from our QC, along with then negotiating with those parties to ensure the financial terms of that agreement are acceptable to the Trust.
I’d like to thank many former advisors and board members such as Phil Sumbler, Jim White, Huw Cooze, Nigel Hamer, Dai Little and Richard Major for their efforts in meeting with our legal advisors and spending a considerable amount of time going through many years’ worth of documents to be able to get to the position we currently are.
In terms of the current status, we remain in discussion with a number of parties regarding the funding of the legal process. We are happy to confirm that we have already received at least one offer in that regard, however it is only appropriate that we exercise due diligence to ensure we obtain the best proposal possible. That process may take some time, both to conclude those discussions but also for the Trust Board to consider those proposals. We will seek to keep you updated every step of the way.
We are sure you have seen the announcement a few months ago that Steve Kaplan had stood down from the board of directors of our club, with Jake Silverstein taking his place on the board. Our understanding is that, while Steve Kaplan has stood down from the Club Board, he still very much remains a key decision maker within the majority shareholding group.
You will also have seen the announcement that the club had accepted a loan from Jake Silverstein, which was matched by the majority owners, that could be converted into shares in the future. This was something the Trust had significant concerns about, not least because that would mean the dilution of the Trust’s shareholding in our club, if converted.
The Trust expressed its disappointment at that time that we had not had the opportunity to speak to Mr Silverstein prior to the club board meeting agreeing this proposal, not least to understand his intentions regarding our club. Since then, we have had the opportunity to correct that and have held a number of discussions both with Jake Silverstein and Jason Levien prior to the Christmas holidays. While those discussions were a positive step forward, and we have agreed to continue them in the coming weeks, they have not yet proven productive in terms of any potential solutions. As we have said on many occasions, the Trust will of course remain open to further dialogue to resolve our historic disagreement, in the best interests of our club and our members, both now and for the future. However, importantly, we cannot and will not allow this to delay our plans to implement the mandate given to us by our members.
There have also been significant changes within the club’s management team, with Julian Winter stepping into the shoes of Trevor Birch as Chief Executive after the latter’s abrupt departure in August. The Trust would like to thank Trevor for his willingness to engage with the Trust, primarily through Stuart and myself, but also the wider Trust board. We are happy to say that Julian has continued in that manner since the start of his tenure, even occasionally attending our monthly virtual board meetings to provide an update and answer questions, and we look forward to continuing to work closely together in the future.
As a Trust Board, we have tried to separate the working relationship we have with our fellow shareholders, or often the lack thereof, to the relationship we have with the people working within our club. Very often, it is the areas that the club’s management team has responsibility for that matter most to our members. We are pleased that we have been able to develop a strong working relationship with the club’s management team, primarily thanks to the efforts of our Supporter Director. We have seen this bear real fruit in areas such as season tickets, where we collaborated to ensure the interests of fans were looked after with regards to refund options regarding the 2019/20 and 2020/21 seasons. We are also sure the recent announcement was very well received that anyone who did not take a refund for their 2020/21 season ticket will pay no more than £99 to renew their season ticket for next season (with seniors, students and juniors pay ing even less). This is just one example, but there are many others, and we thank Julian Winter, Gareth Davies and Rebecca Edwards-Symmons, along with many others working within the club, for their willingness to engage with the Trust over the last year.
One year it would be nice to be able to stick to purely football topics during any statement, and that is particularly a shame at the current time. We can’t give enough credit to Steve Cooper, his management team and all the players for their achievements over the last 12 months, firstly in achieving a playoff spot in such unbelievable circumstances last summer, but also for picking themselves up and seeing us maintaining a challenge for automatic promotion as we enter the second half of the season. We have every confidence we can maintain that challenge!
Holding our AGM in the middle of the January transfer window is never ideal, especially during a pandemic which is testing the squad capacities of so many clubs. We know the club already had plans to strengthen the squad, and these plans will become more critical due to the unfortunate departure of the likes of Morgan Gibbs-White. We have the utmost faith in Steve Cooper and Andy Scott meeting that challenge, especially given their superb track record in terms of recruitment during their tenure.
As I’ve mentioned a couple of times in this address, over the last year we’ve made a concerted effort to significantly improve how we communicate with our members. We hope you can see the efforts in that regard and think they have been worthwhile. We have continued our regular page in the club’s matchday programme, and I particularly thank Ceri and Terry for their efforts on that. We have also aimed to increase our presence on social media, adding a presence on Instagram alongside our very popular Facebook groups and Twitter account. These can often be very challenging environments, so I’d especially like to thank Dave, Terry and Adam for their efforts. For those not on social media, we continue our presence on our website and Trust mailbox, on which Dave and Siân spend a lot of time maintaining and responding to queries.
We have also sent detailed monthly updates to our members via email and I hope you have found these useful in getting a full picture, which we think is particularly important during this time. Communication and transparency are both particularly important to me, as they are for the rest of the Trust board, and we will aim to continue to improve and innovate in 2021.
Finally, I’d like to thank you all for continuing to support the Trust. As a Trust we are conscious that the current pandemic has impacted all of us in different ways, so we felt it was right to give last season’s members free membership for this year, and offered half-price membership to anyone who joined prior to December 31st. We understand that any commitment in these challenging times isn’t easy, and we are proud that you feel you have been able to support us. Thank you all.
Andy Godden
Chair, Swansea City Supporters' Trust
18th January 2021
 
So the Trust currently does not have a legal representative? Is that right?
 
exiledclaseboy said:
Richard said:
So the Trust currently does not have a legal representative? Is that right?

Yes it does.

Thanks, I was wondering that because it says the Trust are in discussions with a number of parties with regards to funding the legal process.
 
Richard said:
exiledclaseboy said:
Yes it does.

Thanks, I was wondering that because it says the Trust are in discussions with a number of parties with regards to funding the legal process.

Yeah that’s the funding (so insurance effectively) for the legal case as opposed to legal advisors themselves. The trust has been working with the same legal firm for some time now.
 
exiledclaseboy said:
Richard said:
Thanks, I was wondering that because it says the Trust are in discussions with a number of parties with regards to funding the legal process.

Yeah that’s the funding (so insurance effectively) for the legal case as opposed to legal advisors themselves. The trust has been working with the same legal firm for some time now.

Try another legal firm?
 
Swanjaxs said:
exiledclaseboy said:
Yeah that’s the funding (so insurance effectively) for the legal case as opposed to legal advisors themselves. The trust has been working with the same legal firm for some time now.

Try another legal firm?

To what end?
 
Swanjaxs said:
exiledclaseboy said:
Yeah that’s the funding (so insurance effectively) for the legal case as opposed to legal advisors themselves. The trust has been working with the same legal firm for some time now.

Try another legal firm?

IMO would be made to try another one right now - would undoubtedly take it back a step or two. If the discussions are around funding then that would likely mean QC opinion is formed
 
I can see this ending like brexit - all the people shouting for legal challenges and attacking the US consortium never being satisfied, not getting what they had been promised, continuing to attack the same targets and being poorer and even more disenfranchised if they succeed.
And, just like brexit, the instigators will walk away and their legal people will make more money.
The outcome will hinge on one statement and one statement only. '“Our message to the other shareholders has therefore been that we do not wish to relinquish our shareholding in the football club.” October 2014.
Even a half decent legal defence will argue the Trust had informed other shareholders they would not sell but as the other shares were held by individuals those individuals had every legal right to sell their shares. Although the buyer was a single legal bound consortium the sellers were individuals.
 
Badlands said:
I can see this ending like brexit - all the people shouting for legal challenges and attacking the US consortium never being satisfied, not getting what they had been promised, continuing to attack the same targets and being poorer and even more disenfranchised if they succeed.
And, just like brexit, the instigators will walk away and their legal people will make more money.
The outcome will hinge on one statement and one statement only. '“Our message to the other shareholders has therefore been that we do not wish to relinquish our shareholding in the football club.” October 2014.
Even a half decent legal defence will argue the Trust had informed other shareholders they would not sell but as the other shares were held by individuals those individuals had every legal right to sell their shares. Although the buyer was a single legal bound consortium the sellers were individuals.

Prick.
 
Badlands said:
I can see this ending like brexit - all the people shouting for legal challenges and attacking the US consortium never being satisfied, not getting what they had been promised, continuing to attack the same targets and being poorer and even more disenfranchised if they succeed.
And, just like brexit, the instigators will walk away and their legal people will make more money.
The outcome will hinge on one statement and one statement only. '“Our message to the other shareholders has therefore been that we do not wish to relinquish our shareholding in the football club.” October 2014.
Even a half decent legal defence will argue the Trust had informed other shareholders they would not sell but as the other shares were held by individuals those individuals had every legal right to sell their shares. Although the buyer was a single legal bound consortium the sellers were individuals.


October 2014....

Are stances / statements that organisations take / say under certain circumstances set in stone for eternity then?

Why has an independent QC stated the trust have a strong case if what you are saying above is correct?

No mention in your post of the shareholders agreement either I notice?
 
Badlands said:
The outcome will hinge on one statement and one statement only. '“Our message to the other shareholders has therefore been that we do not wish to relinquish our shareholding in the football club.” October 2014.

I'm sorry but this one gets trotted out time and time again and it really isn't difficult to understand.

Based on the deal that was put in front of the Trust from Moores and Noell it was a dreadful deal for the shareholders and a pretty piss poor one for the club. The due diligence that we spent significant money on also showed these people not to be suitable people for the club.

So the Trust said "we do not want to sell" - there is nothing in there to say "ever" or "never ever" or "at any stage" - that is just a convenience that certain people added in when it suited them to do so.

Now lets fast forward to 2016. March 2016 to be specific. And a simplistic viewpoint from the Trust that had never moved from the viewpoint it had always had "we will consider a sale of some/all of our shareholding if the deal is right for us and (just as importantly) the football club" - a viewpoint that conveniently gets brushed over by those it suits to brush over it.

The simplistic and final part is that the Trust board will only ever in this matter operate under mandate from our members - the shareholders all knew this so they couldn't even rely on it even if we said "we will never ever sell" because we had no mandate to.

And of course this has all been repeated several times to the Trust legal team (and has certainly been explained at great length by me to the QC in my own witness statements) and it paints a very different picture when you look at the facts rather than the half a story that suits one side of an argument.
 
It's great to hear that we have at least one company that will fund the legal case. Hopefully the nature of the proposal is such that this provides good value for the Trust and maybe, while this is being considered, others will be received in parallel - that would make it so much better to choose the best deal.
But I don't really care if we only have one - let's just fckn do it and not wait too long before pursuing it.
Very encouraging news.
 
PSumbler said:
Badlands said:
The outcome will hinge on one statement and one statement only. '“Our message to the other shareholders has therefore been that we do not wish to relinquish our shareholding in the football club.” October 2014.

I'm sorry but this one gets trotted out time and time again and it really isn't difficult to understand.

Based on the deal that was put in front of the Trust from Moores and Noell it was a dreadful deal for the shareholders and a pretty piss poor one for the club. The due diligence that we spent significant money on also showed these people not to be suitable people for the club.

So the Trust said "we do not want to sell" - there is nothing in there to say "ever" or "never ever" or "at any stage" - that is just a convenience that certain people added in when it suited them to do so.

Now lets fast forward to 2016. March 2016 to be specific. And a simplistic viewpoint from the Trust that had never moved from the viewpoint it had always had "we will consider a sale of some/all of our shareholding if the deal is right for us and (just as importantly) the football club" - a viewpoint that conveniently gets brushed over by those it suits to brush over it.

The simplistic and final part is that the Trust board will only ever in this matter operate under mandate from our members - the shareholders all knew this so they couldn't even rely on it even if we said "we will never ever sell" because we had no mandate to.

And of course this has all been repeated several times to the Trust legal team (and has certainly been explained at great length by me to the QC in my own witness statements) and it paints a very different picture when you look at the facts rather than the half a story that suits one side of an argument.

No reply? I'm surprised... :shock: :lol:
 

Swansea City v Bristol City

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