Consortium response to negotiations
Posted: Wed Sep 07, 2016 7:37 pm
7 September 2016
Dear Dave,
I write on behalf of our consortium following the letter to members sent by the board yesterday. We were surprised that you issued it at noon yesterday, while negotiations were still continuing, as this seemed somewhat premature. However, as you may now be aware, we have rejected Glenn's suggestion that we all invest £125,000 each, as set out in my email to him slightly earlier today, for the reasons set out below.
Now that those negotiations have been terminated and since there have been a number of misunderstandings and different recollections of events, we feel that it is important to set out the facts as we see them, for the benefit of board members who were not present at last Friday’s meeting, in order to put them on the record.
There was a meeting last Friday between John Goodwin, Brian and me with Glenn Tamplin, Chris Smythe and you at Glenn’s offices. Your letter refers to a suggestion put to Glenn Tamplin by us regarding board voting. The idea of giving Glenn four board votes was to increase them to a level which when taken with yours and Chris’s totalled six votes, matching the votes of the consortium directors, which include Lee Goodwin, omitted from the table in your letter. That would have taken the voting structure to six votes all, with the casting vote held by the representative of the members. We accept that at face value this may have seemed seem onerous, but, as we discussed, we felt that it was essential to address the background issues and concerns of members and supporters, which we have rehearsed in detail, due to Glenn’s commercial history. We believed that many would be very uncomfortable with him having full control initially. However, Glenn was not able to accept this and insisted on absolute control. I suggested in my email to Glenn on Monday morning that this restraint could be time limited, but he has not responded to that concession.
However your letter does NOT cover and is completely silent on the other main concern we raised, being the need for Glenn to give security, or a bank guarantee, to ensure certainty that his proposed future payments will actually be made and received by the club. In the proposal we made, these were for only £162,500 in 2017 and 2018. We were genuinely surprised that you had not insisted on, or even raised this, as it is critical to any deal and is normal in situations like this. This is a major concern, as you will have heard at the recent members’ meeting and the members would expect you to protect their interests in this regard. As you will recall from our meeting on Friday, Glenn was unable or unwilling to provide any evidence of funds, security, or bank guarantees whatever for future payments, which are so essential to protect the club in the future. I will leave to you to tell the Board the reason why he felt unable to provide these.
We left him to consider our proposal. On Sunday, he sent me an email rejecting our suggestions and proposing the offer for all of us to commit £125,000 each. That email is the first attachment. I replied on Monday morning seeking clarification. That email is the second attachment. At 5.42 p.m. Glenn replied clarifying and confirming certain points. That reply is the third attachment. Glenn also sent an email to me at 5.10 a.m. on Tuesday morning which is the fourth attachment. It is attached without comment .
I also attach an email sent to Glenn a few minutes ago rejecting his proposal and setting out the reasons. In particular, it said: “Whilst at face value this seemed very appealing, it was always impractical, as we are all aware that some of the consortium would be unable to raise £125,000 initially and the consortium members have always agreed that we are in this together.”
However, in his email sent at 5.54 p.m. on Monday, Glenn did offer unconditionally to underwrite our total proposed investment of £625,000 and he also confirmed that you and Chris had committed unconditionally to invest £125,000 each all, on day one. That offer seems to have vanished, to be replaced by the proposal contained in your letter to members sent at around noon yesterday. I am sure that the members would welcome full clarification of the following issues which remain unclear:
1 It would be helpful to know what payments are proposed to be made, when and by whom?
2 At what point is it proposed that Glenn acquires his 60% shareholding
3 What steps have you taken to ensure that any future payments are evidenced by a display of funds, secured by a charge against realisable assets, or guaranteed by a bank, so that the club can be certain that they will be forthcoming?
On behalf of us all I would like to reiterate your comments that there was a clear desire to help the club and we are disappointed we were unable to come to an agreement to work together in the best interests of the club, as the members clearly indicated that this was their wish at the most recent members’ meeting.
We should advise you that we, as an enlarged consortium taking into account Graham Bramley’s involvement, will be reviewing our initial offer with a view to increasing it. We will send a formal proposal to you shortly and request that you do not issue the notice convening a General Meeting until you have received it, so that the increased proposal, together with our other proposed resolutions, can be included for the consideration of members.
In the interests of transparency, we reserve the right to publish this letter and the email attachments referred to.
Dear Dave,
I write on behalf of our consortium following the letter to members sent by the board yesterday. We were surprised that you issued it at noon yesterday, while negotiations were still continuing, as this seemed somewhat premature. However, as you may now be aware, we have rejected Glenn's suggestion that we all invest £125,000 each, as set out in my email to him slightly earlier today, for the reasons set out below.
Now that those negotiations have been terminated and since there have been a number of misunderstandings and different recollections of events, we feel that it is important to set out the facts as we see them, for the benefit of board members who were not present at last Friday’s meeting, in order to put them on the record.
There was a meeting last Friday between John Goodwin, Brian and me with Glenn Tamplin, Chris Smythe and you at Glenn’s offices. Your letter refers to a suggestion put to Glenn Tamplin by us regarding board voting. The idea of giving Glenn four board votes was to increase them to a level which when taken with yours and Chris’s totalled six votes, matching the votes of the consortium directors, which include Lee Goodwin, omitted from the table in your letter. That would have taken the voting structure to six votes all, with the casting vote held by the representative of the members. We accept that at face value this may have seemed seem onerous, but, as we discussed, we felt that it was essential to address the background issues and concerns of members and supporters, which we have rehearsed in detail, due to Glenn’s commercial history. We believed that many would be very uncomfortable with him having full control initially. However, Glenn was not able to accept this and insisted on absolute control. I suggested in my email to Glenn on Monday morning that this restraint could be time limited, but he has not responded to that concession.
However your letter does NOT cover and is completely silent on the other main concern we raised, being the need for Glenn to give security, or a bank guarantee, to ensure certainty that his proposed future payments will actually be made and received by the club. In the proposal we made, these were for only £162,500 in 2017 and 2018. We were genuinely surprised that you had not insisted on, or even raised this, as it is critical to any deal and is normal in situations like this. This is a major concern, as you will have heard at the recent members’ meeting and the members would expect you to protect their interests in this regard. As you will recall from our meeting on Friday, Glenn was unable or unwilling to provide any evidence of funds, security, or bank guarantees whatever for future payments, which are so essential to protect the club in the future. I will leave to you to tell the Board the reason why he felt unable to provide these.
We left him to consider our proposal. On Sunday, he sent me an email rejecting our suggestions and proposing the offer for all of us to commit £125,000 each. That email is the first attachment. I replied on Monday morning seeking clarification. That email is the second attachment. At 5.42 p.m. Glenn replied clarifying and confirming certain points. That reply is the third attachment. Glenn also sent an email to me at 5.10 a.m. on Tuesday morning which is the fourth attachment. It is attached without comment .
I also attach an email sent to Glenn a few minutes ago rejecting his proposal and setting out the reasons. In particular, it said: “Whilst at face value this seemed very appealing, it was always impractical, as we are all aware that some of the consortium would be unable to raise £125,000 initially and the consortium members have always agreed that we are in this together.”
However, in his email sent at 5.54 p.m. on Monday, Glenn did offer unconditionally to underwrite our total proposed investment of £625,000 and he also confirmed that you and Chris had committed unconditionally to invest £125,000 each all, on day one. That offer seems to have vanished, to be replaced by the proposal contained in your letter to members sent at around noon yesterday. I am sure that the members would welcome full clarification of the following issues which remain unclear:
1 It would be helpful to know what payments are proposed to be made, when and by whom?
2 At what point is it proposed that Glenn acquires his 60% shareholding
3 What steps have you taken to ensure that any future payments are evidenced by a display of funds, secured by a charge against realisable assets, or guaranteed by a bank, so that the club can be certain that they will be forthcoming?
On behalf of us all I would like to reiterate your comments that there was a clear desire to help the club and we are disappointed we were unable to come to an agreement to work together in the best interests of the club, as the members clearly indicated that this was their wish at the most recent members’ meeting.
We should advise you that we, as an enlarged consortium taking into account Graham Bramley’s involvement, will be reviewing our initial offer with a view to increasing it. We will send a formal proposal to you shortly and request that you do not issue the notice convening a General Meeting until you have received it, so that the increased proposal, together with our other proposed resolutions, can be included for the consideration of members.
In the interests of transparency, we reserve the right to publish this letter and the email attachments referred to.