6MDM - we are in the same position as we were with the 3 wise men vote. The board decided they had a preferred option and tried to persuade everyone to support it, but they had not worked up the other options in sufficient detail to show how they could have worked and then they were rightly challenged about it. Now we have a DTB who have their preferred option and again they have not worked through how we would make a no vote ‘work’. They’ve put all eggs in a single option basket. I want the deal to go through but they should work up all the options so it’s an informed vote.

These people could probably disappear as quickly as they have appeared so I don’t think being seen as the bad guy registers with them*. I want to know what the actual mechanics are of someone buying the land right out from under us and fans have no say because it’s decided by the DTB. Anyone heard anything from our board members? Would expect Hannah and the others to be expressing their opinions seeing as they represent members and have members’ interests at heart.

$6M man- I think that there was a mention at last week’s meeting about SSC buying a new class of shares (which I think were described as “non-voting”). I agree that it would be helpful if that were made clear so that those of us interested in the details can properly understand the structure. On going concern I think that we may possibly be able to remain a going concern but the steps to do that would probably involve dropping back to Conference South or lower and giving up the ground (as I doubt that we could cover its costs if we were permanently out of the league). To be honest, for me, that is no different to the club ceasing to exist altogether, as I have no interest in following a side at that level with no hope of advancement, though I realise that others may think that unrestricted fan ownership is so important that that is a price that they would pay.

If SSC decide after 5 years that they don’t want to fund us any more then I would see 2 cases (1) they sell their interest to someone else for what it is worth- I think that it was stated that our rights are unaffected by that (ie the new buyer has no more control than does SSC) (2) they just decide to walk away and stop putting in funding - in that case we would be in a mess and the club would probably fold up. As a lot of people have said, nothing is risk-free but (a) I think that basic self-interest (and the desire not to be seen as the bad guy) would push them towards the sale option (b) if we don’t take the offer we are going to collapse anyway, and much sooner than 5 years (maybe the 4-6 months in the presentation is something of a worst case scenario but it won’t be long as we are making losses with no way to stop them and our cash will run out soon enough)

Nick - exactly. All they need to do is say they are issuing two classes of shares (with associated rights spelt out) and a lot of my noise will stop because then it would make sense. The stats will be signed off in December, so there will still be time for the DTB to pull out that alternative budget (which I was told existed in case we lost our league status) and demonstrate how they will keep AFCW in business for the foreseeable future. If they can't then they have abdicated responsibility and acted recklessly, pinning all the hopes on this deal. Russ - agree about economic rights and how unhelpful a term it is as we are all interpreting it in different ways. Fully understand voting and economic rights are different but want to be told how they will work for us, not just trust the lawyers.

I love you Russ but this is the time for saying things how they are and that is absolute nonsense. We need clarity not nonsense.

In terms of the auditors I would think that the 2026 accounts won’t be issued until the results of the vote are known - if the proposal is rejected I would be extremely surprised if the accounts could show us as a going concern- there would at the very least need to be a discussion of the doubts over this and possibly the accounts would need to be qualified on that basis

Google Gemini ;) They’d own 90% of AFCW PLC’s ‘value’ I think, not 90% of the stadium’s value, they are separate companies. But even if they were entitled to 90% of the sale proceeds of the stadium (if it was sold at some point), that does not mean they have the power to decide whether it gets sold or not in the first place. Economic rights are not the same as voting rights.

Do votes count for much when voting against a proposal involves a threat of dying?

I am not sure that this is exactly what is being proposed here but consider a company that issues 2 classes of shares, to two different parties. Say 100 class A shares to investor 1 and 900 class B shares to investor 2. Profit entitlements are divided equally per share (so 90% goes to investor 2, as holder of the B shares) but only the class A shares have any voting rights. Very clearly in that case investor 1 controls the company (as they are the only party who has any votes) but investor 2 is entitled to 90% of the profits of the company. I think that in our case SSC is buying a new class of shares which entitles them to the agreed share of economic interests but doesn’t have full (or possibly any) voting rights.

If they can't say the DT will own 50.1% in HoldCo then how are they defined as the major shareholder or how has the terms of the authority they have been given to ensure no more than 49.9% is sold has been respected.

They will start with 34% in HoldCo. This will eventually increase to 90%. I appreciate owning shares does not necessarily confer control if there are different classes of shares. The document refers to it as economic interest but for our deal it is shares in HoldCo. If that is not 90% ownership, then what is? If they sell their economic interest of 90% to a third party they would expect to be paid the market value. Why would a third party pay for 90% of something when they are only receiving 34% of it? They wouldn't. So where would the cash for the 56% difference come from? It wouldn't come from anywhere because that is not what they would be buying.

Let’s put it this way… if every pound promised (£86m) comes in over 5 years and thereby SSC owns 90% of our “economic rights” and they say “we’re done here” then what happens to our ground?

Is that what you did? ;)

Trigger I dont know how to reword it to make it any easier to understand. It's quite a simple concept that you can have 90% of dividends but not own 90% of a club or have 90% of the vote. Maybe feed it into chatGPT or something.

Remember this time last year we had Maverick, Hoody and Ninja all super active on here?

Russ that’s nonsense mate can you write that in plain speak? Or at least explain what “economic rights” means? Because no one else can regardless of which way they want to vote.

I think my simplistic take is that, for all the flowery language, this is just us selling out completely. One can logically assume that SSC do want it to work, as their best chance of a return on investment is surely to ultimately sell us on for even more money (and there must be easier ways for them to make money than tricking us out of a ground…). So, I suppose if it all pays off, we can invest in the team etc that’d be great. If it doesn’t, we’d be screwed and have no control at all, but in the same boat as every other failing club. Pretty much the only thing 100% clear to me is this is the end of fan ownership.

I’m sorry 6MDM but no, it doesn’t prove your point. They can have 90% economic rights without owning 90% of the holding company. Similarly someone could own 99% of all available shares and have no voting rights and no control. It’s not as simple as 90% of shares or 90% of ‘economic rights’ mean they have control.

tGG - Prof. Alice coming to Wimbledon, according to this [Link]

Price and Fox must know that this question would come up re ownership of the ground. Would like to hear from them as to why they felt this deal was presentable let alone recommendable in the current state.

HoldCo will own 90% of the stadium. We've not been told how our protections will work. I don't trust the DTB and just rely on them saying it is. Anybody who believes Mir is a philanthropist is more charitable than me. I've never known a philanthropist to purchase titles to make himself sound good and be so opaque about himself.

Given where we're at, I'd be prepared to grudgingly give up ownership of pretty much everything else about the club as long as we kept ownership of the stadium freehold (actual ownership, not just 'control', which, as seems clear, is pretty worthless when the withdrawal of money gun is held to our heads). And any so-called philanthropic investor should agree to that, as they'd never have a thought of selling off the ground so it's effectively worthless to them.

I'm not sure where you copied and pasted that from Russ but you're making my point. The issue is not share of profits. It's ownership. SSC will own 90% of HoldCo. How does that translate into minority voting rights for them? It's not about dividends. If they only owned 49.9% but received 90% of profits as a reward for funding us then fair enough. But that isn't what is happening here. That's my concern.

How to Structure Share Classes for Higher Dividends - To pay a larger dividend to a specific shareholder or group, you must outline the distinct rights of each share class in the company’s Articles of Association and Shareholders' Agreement. • Alphabet Shares (Class A, B, C): You can assign Class A shares to founders and Class B shares to investors or family members. When declaring a dividend, the directors can vote to pay a £5-per-share dividend to Class A, but only £1-per-share (or £0) to Class B. • Preference Shares: These are a dedicated class of shares that explicitly give holders a preferential right to dividends. They receive a fixed or variable dividend amount before any dividends can be paid to ordinary shareholders. • Tracking Shares: A more complex class of shares where the dividend amount is tied directly to the financial performance of a specific subsidiary, department, or revenue stream within the company rather than the business as a whole.