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AGM (merged)


Squirrelhumper

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13 minutes ago, Jedi2 said:

......but as Company Secretary can he not still simply refuse to hold an EGM,saying that there are 'insufficient grounds' (in his view obviously) for one?

Company Secretary is quite a lowly position in board terms, being responsible for the club complying with regulations, tax and, in the absence of a company lawyer, legal issues.

Every shareholder, from smallest to largest, has the right to have their voice heard. It would be thoroughly undemocratic for anyone to deny a vote of no confidence (especially the person against whom the vote is wanted!).

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John Barnes reporting now on Sportsound:

"AGM hostile against MJ..... vote of no confidence proposed and seconded.... BB would need to support it for it to succeed.... shareholders may need to make an offer for MJ's shares..... JM interviewed - 'Issues raised which will need to be taken away and  dealt with.... board hasn't considered implications of relegation....confident in Lee Clark'.... generally sounded very downbeat..... LC warmly received.... lot for board to consider re MJ's position....MJ declined to be interviewed".

 

 

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Looking at the ownership (https://companycheck.co.uk/company/SC006219/THE-KILMARNOCK-FOOTBALL-CLUB-LIMITED/group-structure ) it would appear the BB's shareholding is divided between himself personally and his company.

Could it be that having his company own a stake in a money-losing enterprise lowers the tax liability of his truck business, thus providing him with a reason to invest? I'm no expert, just wondering.

For legal reasons, I would like to make it clear that I am in no way accusing Mr Billy Bowie, Billy Bowie Special Projects LTD or Kilmarnock Football Club of avoiding owed tax.

In a completely hypothetical situation, could one put £300,000 into a failing company which another of ones companies has a stake in, in order to save on, for the sake of argument, £500k?

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Another thing that was mentioned. The value BB payed for the hotel was based on a certain amount of trade from the club. MJ stated the bank determined the value of the hotel. If BB payed whatever for the hotel based on ongoing trading with the club will he be quick to act out with the clubs best interests if it's brings down the value of his hotel. 

To me it seems at the moment Bowie would lose a hell of a lot if club went bust. It's probably in his best interests for there to be a healthy Kilmarnock Football Club

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27 minutes ago, skygod said:

John Barnes reporting now on Sportsound:

JM interviewed - ... board hasn't considered implications of relegation....

 

 

 

wtf? what kind of utter cretins have we got on that board?  oh, I forgot, the kind that keeps gary locke as manager 3/4 of the season

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10 minutes ago, piffer said:

Another thing that was mentioned. The value BB payed for the hotel was based on a certain amount of trade from the club. MJ stated the bank determined the value of the hotel. If BB payed whatever for the hotel based on ongoing trading with the club will he be quick to act out with the clubs best interests if it's brings down the value of his hotel. 

To me it seems at the moment Bowie would lose a hell of a lot if club went bust. It's probably in his best interests for there to be a healthy Kilmarnock Football Club

my thoughts as well, so find myself at a loss as to why he sticks with MJ, he must surely know people out there will put money in if MJ is removed

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Michael Johnston survived calls for a vote of no confidence after the director and company secretary endured an uncomfortable annual meeting.

On top of that request by one shareholder, another urged Johnston to resign, suggesting he was a barrier to improving the club's position.

The requests were noted but deemed not permissible at the AGM.

Shareholders were told they would have to call an extraordinary general meeting to have them considered.

Kilmarnock lie second bottom of the Scottish Premiership and are favourites to face a play-off to avoid relegation.

They have also announced a £725,000 loss for the financial year to June 2015.

The meeting marked the end of Jim Mann's reign as chairman, the businessman having succeeded Johnston in the role.

Mann, who had previously cited health, travel and business reasons for his decision, had not been expecting his last duty to be presiding over such a hostile affair.

"In some ways, I'm pleased I won't be repeating what was a bumpy AGM in a number of different ways," he told BBC Scotland.

"But there were a number of issues that were raised from the floor that the club's going to have to take away and deal with."

When asked if he expected the disgruntled shareholders to pursue the matter, Mann added: "Who can tell? That's down to someone to raise a grievance and send in a document asking for an EGM to discuss it.

"So I'll leave that to the people who were here and whoever is on the board in the future to deal with."

The meeting, which lasted more than two hours in the Park Hotel, was attended by 500 shareholders.

(BBC)
 
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for what it's worth and I'm no expert. I think that MJ's just can't get out till 2019 for genuine legal stuff to do with the debt deal. I probably involves him making money from selling when the bank took losses to let it happen. The exact legal stuff is probably perfectly legitimate, but has a certain element of WTF? how can they do that ? which is what most of think. However he can simply be a silent partner and have nothing to do with running the club, decision making and generally keep out of the club's affairs. He as others have stated seemed genuinely rattled and Bowie when he spoke seemed shocked at the depth of feeling and breadth of anti - Johnson stuff.

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Looking through a copy of Articles of Association there is no mention of the procedure to call  an EGM.

In part 2 section 22.8 of Articles - Termination of Director's appointment - "the company receives a written notice to such effect from a member or members

holding such number of shares in the capital of the company as carry 75% of the voting rights in the company" , which would mean that even if BB sided

with other shareholders, MJ owns 40% and therefore  cannot be removed.

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I don't see how he is obliged to stay. If a group of six put a consortium together and say each pledged for talking sake £250k.That's £1.5million investment in the club. Their stipulation is he has to leave. Then there's a few scenarios. 

1: He goes and hands the stake he has in the club over.

2: He wants money for his shares. It's then negotiations to see if a deal can be done.

3: The bank are involved. Why would they stand in the way of potential investment in the company. Do they have rights to do such things?

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1 hour ago, killiefan27 said:

Looking at the ownership (https://companycheck.co.uk/company/SC006219/THE-KILMARNOCK-FOOTBALL-CLUB-LIMITED/group-structure ) it would appear the BB's shareholding is divided between himself personally and his company.

Could it be that having his company own a stake in a money-losing enterprise lowers the tax liability of his truck business, thus providing him with a reason to invest? I'm no expert, just wondering.

For legal reasons, I would like to make it clear that I am in no way accusing Mr Billy Bowie, Billy Bowie Special Projects LTD or Kilmarnock Football Club of avoiding owed tax.

In a completely hypothetical situation, could one put £300,000 into a failing company which another of ones companies has a stake in, in order to save on, for the sake of argument, £500k?

The company would need to own at least 75% of the club for loss relief to apply so won't be the case here.

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What an arrogant, condescending and downright rude pr**k of a man he is.

His replies to shareholders were further proof he has no self awareness,  i.e  his response to the guy who told him he couldn't make the last AGM because he was on a cruise.

I am struggling to remember when I last felt so angry and disgusted.

I thought he let himself down badly today and displayed his true colours in a public forum for all to see.

He would make a brilliant politician tho!

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If he hands over his shares for no cash gain then there should be no problem re embarrassment clause with the bank. He has already transferred shares to Bowie and proposed to hand shares to community board (another supposed bank deal condition), so it can be done.

hes got half a hotel, is that not enough?

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