We are delighted to see the announcement today that the Club and 1878 Partners Ltd have identified a solution to the proposed change of ownership of GTFC. We commend both parties for the speed and determination to get to this following the set back last week.
The Mariners Trust board met last night and agreed unanimously to support both the change from PLC to Private Company and the resulting change and updating of the Articles of Association. This will not only facilitate the change in ownership but will also modernise the running of the company. We are particularly pleased with the inclusion of B Corp status which shows real commitment to work for the benefit of the community.
We intend to hold an open Zoom meeting in the near future for anyone who would like to discuss this proposal and, as ever, if you have a question please do not hesitate to contact us at email@example.com.
in anticipation of questions arising from this we have put together some FAQ’s.
Change of Grimsby Town FC PLC to Private Limited Company
Frequently Asked Questions
Who are 1878 Partners Ltd?
1878 Partners Ltd is a new company set up by Jason Stockwood and Andrew Pettit each with 50% shareholding. This is the holding company that will buy the shares from John Fenty providing the resolution is agreed.
Why do the Club and 1878 Partners Ltd want to change the company from a PLC to a Private Limited Company?
A key reason is that under the rules of a PLC anyone securing more than 29.9% of the shares are obliged to make a general offer to buy all other shares. This is not the case with a private limited company.
What are the other differences between Public and Private Companies?
The other key difference is that a public company has more administration and regulatory rules to adhere to, particularly around the detail of accounts that must be made public. The key reason a company would want be public would be to raise capital by having shares openly on sale to the public. With the company being private it will be much simpler to operate.
Does this mean we will get less information?
In some circumstances this could be case with the detail of the accounts filed at Companies House much less for a private company than a public company. We do not, however, believe this will be the case for us with 1878 Partners Ltd committing to operate in a very transparent manner.
How many votes are needed for the proposal to be sanctioned?
For this proposal to be accepted 75% of votes cast must be in favour. As this is a poll vote, votes are counted according to value, and so for instance, if everyone voted then the Trust vote would count as 13.5% (our current shareholding).
The Trust have mentioned previously about a members vote to decide about the offer from the consortium to buy the Trust shareholding in GTFC. Will this still happen?
If the company was to remain public then 1878 Partners would be obliged to offer to buy our shares and this would been a decision for members. If the company moves to a private limited company, a vote would no longer be needed as there is no obligation to offer to buy our shares.
Why isn’t there a members vote to decide if the Trust proxy vote will be for against the resolutions?
As a board we are unanimous that we should vote for the resolutions presented. We know the overwhelming wish of members and other supporters is to help facilitate the takeover. So we do not think that a vote is necessary.
I have got some shares of my own, what happens to them?
You will remain as a shareholder. There is a provision that 1878 Partners have included in the notice to shareholders ,which enables you to contact the club at firstname.lastname@example.org if you wish to sell your shares. This offer is done without obligation, on a non legal binding basis, and is aimed at those with small share holdings.
Will I still be able to buy shares in the future?
Shares will not be on general sale in the future. Any share dealings would be on a private basis and so any purchases would be for existing shares.
Please also note sales are currently suspended while the voting process takes place.
The document to shareholders mentions Tag Along, what does that mean?
This has been included by 1878 Partners so that, if in the future they agree to sell on to new owners, the other shares in the company will “tag along” and the new owners would have to offer to buy them as well. This provides some security to those that are worried they will never be able to sell their shares in the future.
The Trust statement mentions a B Corp, what is that?
In the new Articles of Association, 1878 Partners have included a commitment for B Corporation Certification. This commits to operating the business for the benefit of the members as a whole and to have a material positive impact on the local community and the environment. This is something we are very keen to be involved with as it fits extremely well with our own values. More information on B Corp can be found here.
Will there still be an AGM each year?
Having an annual AGM is obligatory for public limited companies but not for private limited companies. 1878 Partners will decide if these will continue but, as we have already said, we have no worries at all about transparency to shareholders and supporters.
Will the Trust retain the two board places?
Yes – in all the discussions we have had the two board will remain. 1878 Partners are very keen to work with the fans and will be consulting as much as possible, starting with a fans survey soon after the takeover is complete.
What happens next if the resolution is agreed at the EGM?
Once agreed 1878 Partners Ltd will immediately buy John Fenty’s shares and following that they will join the board with John stepping down at the same time. Jason will appointed Chairman for a fixed 3 year term.
You can see the circular to the shareholders here: Circular sent to shareholders
Any other questions please email us email@example.com.
We intend to hold an open zoom meeting on this on Wednesday 21st April starting at 6.30pm. Please email us if you would like to join in and we will send you the access code.