Community Shares – FAQ’s
The survey that we conducted has produced many questions from our Supporters asking for some more information about the concept of Community Shares in Blues Trust. Some of the information asked for is not yet clear but we have attempted to answer them on general terms in the FAQ list that follows. Click on a question to reveal our reply.
If there are any further questions that you would like answered, by all means send us an email to firstname.lastname@example.org
What are Community Shares (or Withdrawable Shares)?
They are referred to in the Trust’s rules as “Capital Funding Shares”. They are described at length in the description on the website page “Community Shares – What are they?” http://www.bluestrust.org/investment/community-shares/
What would be the difference between a membership ordinary share and a Capital Funding share, and which has voting rights?
Every member of the Trust holds one ordinary share in the capital of the Society. No member may hold more than one ordinary share either individually or jointly. The membership share has full voting rights. Community shares would be Capital Funding Shares, the proceeds from which can be used to fund the business of the Trust. Capital Funding shares carry no voting rights. Crucially, all members thus have only one vote, regardless of how much they have invested. It is the membership share that carries the vote. Both types of shares are to be paid for in full on allotment.
Would I be allowed to buy Community Shares if I am not a member?
No. You must first apply for membership and hold one ordinary share. You must be 16 years of age or older.
Would Community Shares be transferable?
Yes but only on the death or bankruptcy of the holder or with the consent of the Society Board.
How would I get some, if and when they become available?
By application to the Trust . Details would be available on this website and probably also in paper form.
What would be the nominal value of the shares and how many could I buy?
It is likely they would be £1 shares. The minimum number that could be applied for has not yet been agreed but is likely to be 100 and the maximum is currently, we believe, an aggregate of £100,000 which we understand to be the new legal limit with effect from April 2014. Hitherto it has been £20,000. We are seeking advice on this aspect.
What do I do if I wish to invest more than £100,000?
Please contact the Board by email at email@example.com. The Trust’s rules permit the borrowing of money on such terms as the Society Board shall authorise, and it may be in a position to consider the issue of something like Community Bonds or Loan Notes. It should be noted however that Bondholders usually have no voting rights and are not required to be members of the enterprise issuing the Bonds.
Does the Trust accept donations?
Yes, the Trust welcomes and encourages donations and provisions are made on the website to enable you to do this. Funding is welcomed from members and supporters to enable us to do and continue doing our work.
Would I be allowed to sell my Shares at some point in the future?
A Member Ordinary Share is not withdrawable and does not carry any right to interest, dividend or bonus. Community Shares are withdrawable at the discretion and with the consent of the Society Board, but only from trading surpluses. The Society Board may specify a date or dates on which Capital Funding Shares may be withdrawn and may make provision for the withdrawal of different issues of shares on different dates. Because it is the intention that most if not all of the capital would be invested in the shares of Birmingham City Football Club, if they become available, it is unlikely that any withdrawals would be permitted for some time.
Would I receive any interest on my investment?
The Trust may, at its discretion, pay interest to holders as compensation for the use of such funds but only from trading surpluses. It is unlikely in the short term and would only be considered having regard to the long term interest of the Trust, the need to maintain prudent reserves and the Trust’s primary commitment to community benefit.
Would my Community Shares be likely to increase in value?
They cannot increase in value (but in some circumstances can go down).
What happens if the Trust is dissolved, wound up or sold?
Holders of Capital Funding Shares would have no financial entitlement beyond payment of any outstanding interest and repayment of paid-up share capital. A statutory asset lock reinforces the non-speculative nature of withdrawable share capital because, even if in the unlikely event the society was sold for above its net asset value, the residual value could not be distributed amongst members.
Would my shares be subject to financial regulation?
Blues Trust is set up as a registered society under the Co-operative and Community Benefit Societies Act 2014 (CBS) and is exempt from financial regulation when promoting the sale of withdrawable shares to the general public.
What is the object of accumulating money from the sale of Community Shares?
We want to achieve the greatest possible supporter and community influence in the running and ownership of Birmingham City Football Club (BCFC). It is the intention that the fund would be used to acquire a shareholding in BCFC, (not its Hong Kong parent company) and more than likely in conjunction with other interested parties or consortiums. One of the Society’s objects is to benefit the community by being the democratic and representative voice of the supporters of the Club and to strengthen the bonds between the Club and the communities which it serves. Our aim is to achieve the greatest possible supporter and community influence in the running and ownership of the Club.
Who would hold all the funds whilst decisions are being made as to how it should be invested?
The Trust would open a new Bank account to be held in the names of independent trustees. Funds could not be withdrawn from this holding account without the full consent of all parties involved. Funds would remain there until the Trust is ready to provide a detailed statement of the next steps.
Has the Trust thought instead about trying to collectively acquire shares in the Hong Kong parent company, Birmingham International Holdings Ltd, to try to influence things from that end?
No. We feel that this would be futile because once rid of BCFC, the HK parent would most probably invest in other avenues outside of football.
Wouldn't the shares in the Trust be more attractive if they were capable of being bought and sold in the market, like ordinary shares in normal companies?
Blues Trust is set up as a registered society under the Co-operative and Community Benefit Societies Act 2014, and not as a Public Limited Company (PLC). For shares to be marketable, a club would have to be set up as a PLC and we understand there is currently little appetite for this form of ownership in English football. For example Arsenal FC is listed but there have been no shares traded through the exchange in recent times.
Would I be entitled to any tax relief on my investment under the Enterprise Investment Scheme (EIS)?
We do not think that you would. We understand from Supporters Direct that EIS relief cannot currently be used to support initiatives where supporters are aiming to secure anything less than a 90% stake in the Club.
Why should I pledge my support in buying Community Shares if nothing is going to change in the current situation?
The whole point is that by making an investment collectively in the Trust, and by the Trust attempting to acquire a shareholding in BCFC (if and when they become available) along with other interested parties, we may become in a position to make quite an influential change to the present circumstances. Unless we try something like that which we are proposing, we would never know. The supporters at Portsmouth and Swansea have done it; why can’t we?
If what you propose comes to fruition, would the shares in BCFC be held in my own name so that I can sell them at some time in the future?
No, as explained earlier your investment would be in the Trust. If shares in BCFC become available and if the Trust has sufficient funds from issues such as Community Shares, then it is the Trust which would make, hold and control the investment on behalf of its members.
I have seen the survey on the website. Is it the intention to issue it in a paper form?
At the home match against QPR on 8th March, the Trust distributed about 3500 leaflets to supporters in a “Delay No More” format and containing the survey. A further distribution of leaflets was made at the match with Blackburn on Monday 21st April. To date, there has been little response in paper form, which indicates to us that supporters have preferred to compete the survey on-line.
Some supporters have expressed their disappointment as to the response so far from only a little over 550 supporters.
We know we can’t raise enough financial support from ordinary supporters. At this stage, the number of people replying to the survey is more significant than the amount of possible pledges because it indicates to potential buyers that the club still has supporters that care about it.
When will you deem the survey to be complete?
We intend that it will run for a few more weeks until such time as we feel that we have received a fully representative response.
Are you intending to hold any open meetings to discuss the next steps?
We are trying to arrange talk-ins and discussions within the media and with politicians over the next few weeks so please listen out for announcements on this website and in the Press.
I already have some shares in BCFC or its UK parent. Would these help in any way towards your campaign?
Depending on the extent of the funds we accumulate and on share values at the appropriate time, we may be in a position to accept these from you in exchange for shares in Blues Trust. We would have to take advice and it is too early yet to reach a decision on this.
If St Andrews itself comes up for sale, would the Trust be better to go after acquiring that rather than shares in BCFC?
All our options are open at the moment and everything would depend on the extent of funds we accumulate, the sequence of events and what actually transpires.