*** This statement is endorsed by former Trust Board members Huw Cooze, Phil Sumbler and Jim White, who were key individuals involved in the events at this time ***
The Supporters’ Trust would like to congratulate the players and coaching staff, led by Carlos Carvalhal, on yesterday’s excellent and important victory at Watford. This is clearly an important result in the context of our season and hopefully this will be the start of an upturn in our playing fortunes.
Without wishing to take the focus away from this achievement, the Trust was staggered and angered to read a transcript of an interview with Huw Jenkins on Wales Online on Friday and feel we have no choice but to correct a number of incorrect statements made by Mr Jenkins in this interview.
The Trust has previously provided members with a full timeline of events in relation to the period between March and July 2016 during last October’s forum address at https://www.swanstrust.co.uk/2016/10/20/trust-members-forum-address/. We urge everyone to read this timeline again, particularly as it directly contradicts a number of comments made by Huw Jenkins.
It is a matter of record that the Trust was first made aware of a potential deal for the sale of the existing shares in Swansea City Football Club in March 2016. We are glad that Huw Jenkins is at least honest enough to admit that the Trust was kept out of the loop until that time. We have publicly stated many times that the Trust was first informed of the potential sale in March 2016 and that we had been deliberately excluded until that time. .
The Trust is in possession of a copy of a Memorandum of Agreement between the buying and selling shareholders, with Huw Jenkins representing the seller, in December 2015. If the Trust had been engaged at that time, we would most likely not be in the position that we now find ourselves in.
It is completely incorrect to say, as Mr Jenkins did in his interview, that representatives of the Trust met with the selling shareholders prior to the Aston Villa game on 19 March 2016 where an offer was made for 11% of the Trust’s shareholding. No such meeting took place and no such offer was made.
In fact, on 18 March 2016, the Trust wrote formally to Huw Jenkins and all other selling shareholders requesting that the Trust was included in all discussions and documentation relating to the proposed sale. That letter also reminded the selling shareholders that they were all bound by the original Shareholders’ Agreement, which stated that first refusal on any shares to be sold should go to the existing shareholders. Further, the letter also stated the Trust would consider any offer for its shares if we believed it was in the interests of our members. Unfortunately we received no reply to that letter.
On 28 March 2016, the Trust did receive a copy of a proposed Share Purchase Agreement. This document clearly states that the Trust was not proposed as being included in the share sale in any way.
The letter of the 18th March was not the only communication from the Trust which was met with silence by the selling shareholders. In order to better protect the Trust’s position within the club, a request was made to each of the selling shareholders that they should sell the Trust a small fraction of their shareholdings in order to take our stake up to 25%. Such an act would have completed and cemented the legacy of the previous shareholders and added weight to their often repeated desire to protect the football club. Again, the Trust received no response to that letter.
At a time when any communication made by the Trust was being met with silence by the selling shareholders, it is disingenuous at the very least and deliberately misleading at worst to state that the Trust could have been included in the deal if this was our wish. The Trust was deliberately excluded from the 2016 sale by the selling shareholders. There was no will on the part of the selling shareholders to include the Trust within the deal. We cannot be clearer on that point.
It was not until 9th April, before the Chelsea game, that the Trust met with representatives of the buyers. On the same day, the Trust were informed by Martin Morgan and Brian Katzen that there was also interest from some Chinese businessmen who wanted to investigate the possibility of investing in the football club as part of a wider investment in the City of Swansea. Any interest stalled largely due to a lack of interest from the other shareholders, who were seemingly more interested in selling their shares than considering investment in the football club, to the point that they refused to even meet the Chinese businessmen.
Discussions were held between the Trust and the buyers in the months leading up to the 2016 sale, where all possible options were looked at. It is true to state that the Trust’s default position has always been to retain a stake in the football club so we can best represent the views of our members and the fans. The Trust did, however, consider all possible options when looking to determine what was and is best for our football club.
As we have previously stated, the Trust was often frustrated by the lack of progress made during those months as the buyers focused on the deal with the selling shareholders, which was concluded in July 2016. Again, it is completely inaccurate to say that there was sufficient engagement and a desire to include the Trust in that deal.
The Trust’s discussions with the buyers continued until August 2016, where all options were investigated, including a sale of the Trust’s shareholding. Apart from a tentative offer in August 2016 regarding a sale of part of our shareholding, which was quickly rescinded in the following days, no such formal offer was ever received. It was at this time that discussions ceased and the Trust assessed its legal position by taking the advice of Counsel.
On 19 July 2016, the Supporters’ Trust was approached by Chris Farnell, a solicitor acting for Huw Jenkins and other selling parties. Mr Farnell asked the Trust to sign a waiver stating that the original Shareholders’ Agreement was not, and had never been, valid. This document, which Mr Jenkins was clearly aware of as he had signed it, also came with the offer that, if signed, the Supporters’ Trust would be afforded two director positions on the club board – one full directorship and the other with observer status. The Trust rejected this offer and the document remains unsigned on our part. In his interview Mr Jenkins says ‘I think we all have different opinions on the shareholders agreement’. The actions of his solicitor, in presenting the Trust with this waiver suggests Mr Jenkins appeared sufficiently concerned about its impact to seek to invalidate it.
Immediately before the 2016 deal was completed, the Articles of Association of the football club were changed. These were changed during a meeting, chaired by Huw Jenkins, of the club’s board held on 21 July 2016. These changes had a significantly detrimental impact on the position of minority shareholders such as the Trust. The Trust has previously commented that we were not informed of these changes prior to them being filed at Companies House nor were our representatives a part of this board meeting. Given that the transfer of shares to complete the sale were also approved during this board meeting, we can only assume we were deliberately excluded.
It is worth noting that recent publicly reported events have called into question whether some meetings of the football club’s board, that are claimed to have taken place, actually did so with the appropriate directors in attendance. We are clear that the Trust representatives were not invited, nor did they attend, the board meeting on 21 July 2016. This is despite the Trust understanding that our Supporter’s Director Huw Cooze was listed in attendance. The Trust understands the same applies to Steve Penny and Donald Keefe at the very least.
Huw Jenkins’ public assertions that the Trust was fully included in the 2016 deal and that the selling shareholders, and in particular Huw Jenkins, sought to include the Trust in the sale deal are completely untrue. It is worth noting that his recollection is completely contradicted by the comments of Jason Levien at a Fans Forum https://www.youtube.com/watch?v=BuWxV_0SSa4&feature=youtu.be where he stated that the selling shareholders advised that the Trust should be excluded in order for the transaction to proceed quietly. For the Chairman of Swansea City Football Club to act in that way, both then and now, is outrageous.
In our November statement https://www.swanstrust.co.uk/2017/11/11/statement-by-swansea-city-supporters-trust/, we said that we had expressed our concerns and the concerns of our members and Swansea City fans in general, to the majority owners regarding various aspects of the playing side of the football club. What we did not publicise at that time, with respect to the Trust’s working relationship with the majority owners, was that the Trust wrote to the Club to formally request a full review of the footballing side of the club and that we had no confidence in Huw Jenkins in the role of Chairman.
We would also question the timing of this interview. On Thursday the club and the Trust welcomed our latest manager, Carlos Carvalhal, to the club. For the Chairman of the club, at this critical time, to publicly undermine the efforts to keep Swansea City in the Premier League in such an egregious way is unacceptable and shows a lack of consideration for the position this football club is currently in.
As a Supporters’ Trust board, our primary responsibility is to our members. We have provided our members with all available information related to the deal over the last 18 months. We have done that openly, honestly and completely, which is why we have to respond to this interview with the facts surrounding events of last year. We cannot know or understand why Huw Jenkins has chosen to say these things, however to paraphrase himself “There may be many reasons for doing it. We all know the pressures and the criticisms you have to put up with, and you have to accept it as part of the job. It’s very difficult”.
It is difficult, especially when a significant proportion of the match day crowd are calling for your removal from the role of chairman. The Supporters’ Trust today joins those calling for Huw Jenkins’ removal as Chairman of Swansea City Football Club.