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    Comment on Accountability via Transparency. by easyJambo.

    John Clark 20th May 2019 at 22:58

    I am curious about the practicalities of 'bona vacantia'

    ==========================

    I have come across it before and it makes for an interesting personal story.

    I had occasion to look into the term a couple of years ago.  It involved a company called "Heart of Midlothian 2005"  It held 6.5m shares (just over 4%) in Hearts (Heart of Midlothian plc), but had just been dissolved.

    I already knew that HoM 2005 was the company that Romanov had used to acquire control of the club in 2005, although its holding had been diluted in the intervening years by a couple of debt for equity swaps involving Romanov's bank, Ukio Bankas and his holding company UBIG. HoM 2005 also ended up as a subsidiary of UBIG.

    I was curious about what happened to the shares HoM 2005 held in the club, as they hadn’t been accounted for in the documented share transfers at the time of the takeover. I found out that they would now be classed as "Bona Vacantia" and under the control of the "Queen's and Lord Treasurer's Remembrancer" (QLTR). I actually considered making an offer to the QLTR for the shares, if I could get them at the same price as Ann Budge had paid for the Ukio Bankas and UBIG shares.  It would only have cost around £4,500, which I thought was a good deal to own over 4% of the club.

    With hindsight, I made a mistake shortly afterwards by submitting a question about the status of the shares to the Hearts AGM. A couple of days after the AGM I received confirmation from the club's financial director that the shares were held "bona vacantia" (which I already knew).

    My thoughts of owning a small but not insignificant part of the club were dashed a few weeks later when an unopposed petition was submitted to the Court of Session, on behalf of Ann Budge, seeking ownership of the HoM 2005 shares under the control of the QLTR.  

    I guess that she did have every right to take ownership of them as she had acquired the rest of the UBIG shares as part of the CVA that took the club out of administration. HoM 2005 being a subsidiary of UBIG may well have meant that she should have acquired their shares at the time of the CVA, depending on the terms of the offer made to UBIG. 

    However, when I look back, I wonder if it was me contacting the club that prompted Ann Budge to contact the QLTR in the first place.

     

    easyJambo Also Commented

    Accountability via Transparency.
    Confirmation that Andrew Dallas is to step down as a FIFA ref.

    www.bbc.co.uk/sport/football/48725205

    He cites personal/work reasons, although others have suggested it was because he was going to be demoted in any event.


    Accountability via Transparency.
    Not a huge amount to report on the Grier v Police Scotland case at the CoS this morning.

    Both parties and Lord Bannatyne were content to have the case heard at the CoS. It was previously being heard at Glasgow Sheriff Court.

    There appeared to be some confusion about how the parties wished to proceed, to a procedural hearing, then a summary decree motion, debate or a proof before answer. We didn't get a decision other than a procedural hearing will be scheduled on 12 July, for which both parties were asked to provide notes on the issues they wished to pursue in advance.

    What did come out was that DCI Robertson (remember him) has apparently, as recently as February this year, admitted that errors were made in bringing the fraud / conspiracy case forward against Grier. For their part, Grier's team is still waiting for disclosure of documents requested many months ago.

    As I suggested in a post a week or so ago, Grier, Whitehouse and Clark are all seeking to show malice and lack of probable cause when they were arrested, detained and charged. Reading between the lines it appears that Robertson has acknowledged in the last few months that didn't have an evidential basis for the arrests. I don't know how Police Scotland will seek to defend those "errors" other than they were made in good faith and not malice. The alternative would be to seek immunity from prosecution on the basis that they were acting on the instruction of the Lord Advocate. 

    Police Scotand's QC seemed somewhat put out by something that Grier's team had submitted to the Court about the former Lord Advocate, Frank (now Lord) Mulholland, describing a misrepresentation of Police Scotland's position as "outrageous".

    I'm sure that JC will be along later with his verbatim account of proceedings.

     


    Accountability via Transparency.
    Yes  …. I mean no …… well maybe yes

    Sky Sports Scotland‏Verified account @ScotlandSky 

    BREAKING NEWS: Celtic are set to sign David Turnbull despite it looking like the deal had fallen through earlier this week. The midfielder had visited Norwich in the last few days but is expected to sign for the Scottish Champions tomorrow.


    Recent Comments by easyJambo

    In Whose Interests
    Bogs Dollox 14th October 2019 at 21:52

    Does anyone know how far reaching the could shoulder sanctions are?

    ==============================

    The judgement stated:

    In our opinion is Mr King an offender who is not likely to comply with the Code and whose conduct merits cold-shouldering by professional bodies regulated by the Financial Conduct Authority

    ==============================

    The judgement also relates to King individually, unless he acquires a controlling stake in the company.

    My reading of the above is that FCA regulated companies will not do business with him as an individual.  That may extend to club activities where King is the signatory or nominated person to act on the club's behalf. In those cases it may be as simple as getting someone else to act on behalf of the club.

    The net effect on King and the club will be neglibible if anything at all.

     


    In Whose Interests
    Aside from the TOP ruling, I note that "Sons of Struth" (Craig Houston) appears to have got hold of SDI's pleadings from the hearing last month.

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    https://www.facebook.com/SonsOfStruth/

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    In Whose Interests
    King's admission that it cost him over £1m in legal costs should be set against what he saved in not having to buy out shareholders who accepted the Code 9 offer.

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    In Whose Interests
    Timtim 11th October 2019 at 11:55

    https://www.fca.org.uk/publications/corporate-documents/statement-takeover-panel-cold-shouldering-david-cunningham-king

    Oooops 

    ===============================

    Probably around two years to late and as a result will be ineffective.

    The TOP has failed to protect the interests of ALL shareholders by allowing the share issue in September 2018 to gerrymander a positive result for King when he finally made his offer in February 2019.

    The conclusions in paragraphs 84 and 85 are wrong, as the level of acceptances in the February 2019 offer makes it clear that the offer, had it been made in the time frame as originally demanded by the TOP, and before the targeted share offer the previous September, then it would have become unconditional. Those who wanted to sell were effectively prevented from doing so by King's failure to comply timeously with the Takeover Code.


    In Whose Interests
    dom16 7th October 2019 at 16:12

    EJ

    I for one would be interested in the machinations around Hearts problems. 

    My sense is that every football admin process is different to the others and Murray’s book might shed some new perspective.

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    If I can summarise in a few paragraphs, there were a range of issues at play. We had a foreign owner. That foreign owner was insolvent themselves, so their administrators were looking for the best return for their creditors and the Lithuanian legal processes were interminably slow, which had a knock on impact on the progression towards a CVA and the transfer of shares.

    Hearts administrators themselves had the more common problems of multiple groups being interested, but few having the means to deliver a bid. They weren't helped by Hibs supporters writing to the Lithuanians advising that the assets were worth more than they had been offered and a couple of previously rejected bidders going over their heads and making offers for the club directly to the Lithuanian administrators. These "offers" were never backed up by proof of funds.

    FOH itself was not without its problems in the early stages. It had been set up in 2010 (three years before administration) but, once the club's crisis deepened in 2012/13 there were, lets say, personality clashes and differences of opinion and approach between the founder directors, the fans groups representatives who had been brought on board and Supporters Direct representatives who were engaged to assist in developing a fan ownership model.  Fortunately those issues were overcome, although not without some casualties on the way. 

    A lot of the book is taken up talking about those events, communications, discussions, meetings etc.

    If you bear with me, it might be possible for us all to get a better insight on those machinations in the next week or two.