Exeter City Accounts

[David Treharne]

Dr. Dave, Is there any list of actual numbers of shares help by the 'ghost' shareholders out of how many ECFC shares there actually are?

It's pretty much impossible to tell who is, and who isn't a 'ghost' shareholder. During my attempts to try and clear up the situation I kept on tracing shareholders to be told that the share(and it quite often was only a share) had been given to my Brother/ Uncle/ Cousin/Friend of a friend etc. With this distance from the distribution of the original shareholding it becomes a murky mess. You might also remember that the 'origianal' share register was taken away by the Police at the time of the R&L arrests and not returned until nearly two years later.

I seem to remember that my brother was always trying to find answers to these questions, his reasoning being that if the 'ghost' shares were available for purchase by 'FANS', then the club could genuinely say it was fully 'Fans Owned', and not partially, but majority.

Dacre wasn't the only one who wanted this. We discussed with Edmund Probert who advised us at the time of the takeover the viability of this. Geoffrey Styles, who was a stalwart Treasurer at the time also wanted to do something of the sort, but the whole enterprise was stymied by entering the CVA where (quite rightly) Jerry O'Sullivan concentrated on saving the business rather than trying to fathom out the labyrinthine murkiness of what had happened in the past. In my view (and it only is my view - so not widely subscribed to) that the best way to increase the power of sympathetic support of the Trust system would be, at some point in the future raise money for a major project at St James Park in the same way as AFC Wimbledon have done to finish their new ground. This wouldn't preclude some smaller Companies if they wished to participate in securing the future of the Club at SJP, but it would also allow smaller 'investors. to secure a stake.

 

[Andy Holloway]

Likewise. Though I pretty soon realised that ECFC shares hadn’t changed hands for more than £80 million each!

Crikey, if only!!!

 

[Gary Edward Nelson]

It's pretty much impossible to tell who is, and who isn't a 'ghost' shareholder. During my attempts to try and clear up the situation I kept on tracing shareholders to be told that the share(and it quite often was only a share) had been given to my Brother/ Uncle/ Cousin/Friend of a friend etc. With this distance from the distribution of the original shareholding it becomes a murky mess. You might also remember that the 'origianal' share register was taken away by the Police at the time of the R&L arrests and not returned until nearly two years later.

I thought the Articles of Memorandum, wouldn't allow the transfer of a share unless it was sanctioned by the Board? I very nearly became a shareholder but the Board did not allow the transfer as I was not a 'proper chap' (that's their definition not mine) and was seen as a revolutionary striving for fans participation. There's probably a few old Directors spinning in their graves at the concept of 'fans OWNERSHIP'.

Shirley, if this was the case and shares (well the paper bit anyway) were handed down to Brother/ Uncle/ Cousin/Friend of a friend etc. this does not mean anything as the true shareholder identities are those inked in the Share Register as opposed to the holder of that bit of paper?

The Articles under the heading of "Transfer of Shares" says:
6. An instrument of transfer of fully paid shares need not be signed by or on behalf of the transferee. Regulation 22 shall be rnodified accordingly. The directors may in their absolute discretion without assigning any reason therefore, decline to register any transfer of any shares.
7. The Company shall not charge transfer or registration fee. References to fees in regulations 25 and 28 shall be disregarded.

It goes on to say under the heading of "Shareholders":
19. If any notice sent by the Company to a member at his registered place of address is returned to the Company by the Post Office undelivered the Company may within three months send by recorded delivery to such registered place of address a notice requiring such member forthwith to notify the Company of the place of address to which notices are to be sent in future and if such member within fourteen days fail to comply then the Directors shall have power to sell the shares of such member at a price to be fixed by the Auditors and may authorises one person to execute a transfer of the shares in favour of the purchaser. The purchase money received shall be held by the Company upon trust for the person entitled and any money unclaimed after six years may be forfeited or the benefit of the Company.

Theoretically then, if paper shares have exchanged hands and the Directors have not been allowed to apply their discretion, then the Share Register will remain unaltered. If the Directors had written to the shareholder and they hadn't heard back within 14 days they could (and probably did) sell it to themselves at a £1? (put the money in trust for six years) then the money reverts to the football club and the shareholder is neatly crossed out of the register.

So what on earth is a "Ghost Shareholder"

 

[David Treharne]

So what on earth is a "Ghost Shareholder"

I have always used the term to describe a Shareholder who is untraceable. Thanks for the post Gary. A study of the pre- Trust minutes often indicates that some of the rules supposed to pertain to meetings were wilfully ignored, abandoned or altered to suit the current situation. I have always felt that the article in the Board Rules which stated;

" The Board may determine at any time that any other issue shall require a two-thirds majority or unanimity of all Board Members, at its complete discretion."

Would, generally speaking, cover anything clandestine, or anything that you wished to obfuscate.
I look forward to drinking a pint of your chosen apple tipple at some point in the none too distant future.

 

[Andy Holloway]

I thought the Articles of Memorandum, wouldn't allow the transfer of a share unless it was sanctioned by the Board? I very nearly became a shareholder but the Board did not allow the transfer as I was not a 'proper chap' (that's their definition not mine) and was seen as a revolutionary striving for fans participation. There's probably a few old Directors spinning in their graves at the concept of 'fans OWNERSHIP'.

Shirley, if this was the case and shares (well the paper bit anyway) were handed down to Brother/ Uncle/ Cousin/Friend of a friend etc. this does not mean anything as the true shareholder identities are those inked in the Share Register as opposed to the holder of that bit of paper?

The Articles under the heading of "Transfer of Shares" says:
6. An instrument of transfer of fully paid shares need not be signed by or on behalf of the transferee. Regulation 22 shall be rnodified accordingly. The directors may in their absolute discretion without assigning any reason therefore, decline to register any transfer of any shares.
7. The Company shall not charge transfer or registration fee. References to fees in regulations 25 and 28 shall be disregarded.

It goes on to say under the heading of "Shareholders":
19. If any notice sent by the Company to a member at his registered place of address is returned to the Company by the Post Office undelivered the Company may within three months send by recorded delivery to such registered place of address a notice requiring such member forthwith to notify the Company of the place of address to which notices are to be sent in future and if such member within fourteen days fail to comply then the Directors shall have power to sell the shares of such member at a price to be fixed by the Auditors and may authorises one person to execute a transfer of the shares in favour of the purchaser. The purchase money received shall be held by the Company upon trust for the person entitled and any money unclaimed after six years may be forfeited or the benefit of the Company.

Theoretically then, if paper shares have exchanged hands and the Directors have not been allowed to apply their discretion, then the Share Register will remain unaltered. If the Directors had written to the shareholder and they hadn't heard back within 14 days they could (and probably did) sell it to themselves at a £1? (put the money in trust for six years) then the money reverts to the football club and the shareholder is neatly crossed out of the register.

So what on earth is a "Ghost Shareholder"

Gary,

I used the term 'Ghost Shareholder' because i couldn't think of another word to describe those holders of ECFC shares who are unknown to ECFC, i doubt it's a term used at the London Stock Exchange though!

 

[Gary Edward Nelson]

I used the term 'Ghost Shareholder' because i couldn't think of another word to describe those holders of ECFC shares who are unknown to ECFC, i doubt it's a term used at the London Stock Exchange though!

No criticism of your terminology intended, Andy. My point was that there should no such thing. Simply because 'ghosting' of shares is not an option without Board discretion (inevitably none would have been sought) and if they drop off the radar due to death or loss of interest the share ownership reverts to the Club (with the share value put in Trust for six years). Eventually a line is put through the name in the Share Register and that particular ghost is exorcised.

I look forward to drinking a pint of your chosen apple tipple at some point in the none too distant future.

Dr Dave, you're on.