- Forums
- imutual
- Questions and feedback
- imutual company structure
colsey wrote:when you say 5 billion are we talking 5,000 million?
So basically you have control of 5bill shares less current issue shares with a potential veto over members .
Loads of other questions but will let it all digest before making an arse of myself.
As I explained, that is a highly unlikely scenario. For completeness I could have said:colsey wrote:with a potential veto over members
Perhaps we can come up with a legal agreement that actually enforces this, but my legal funds are spent for the time being. Got any nice lawyers friends?I would expect IWL and IMSL to abstain on votes at the AGM
No. It's a limited company set up for the purpose of holding shares in IMUTUAL PLC and transferring them between itself and members of imutual.co.ukEssex123 wrote:(i) you say IMSL acts as a kind of trust. Is it a trust in a legal sense?
I do(ii) who owns IMSL and makes the ultimate call on whether it votes its shares?
They are issued, yes.(iii) regarding the PLC's share capital, is 5bn the number of both authorised and issued shares?
25% paid up currently. They will be 100% paid up before being transferred to members(iv) are the shares fully paid - e.g. if all the 5bn shares are issued, does the company have paid up share capital of £50,000
Yes, I'm sure there is further thinking we can do on this. The first AGM is a way off, so there is plenty of time for us all to consider this and see if amendments to articles, T&Cs etc aare required. And I am happy to state that no dividends will be paid until then, so there is no danger there(v) more clarity is needed on the role IMSL would play in terms of dividend ('could' waive dividend) and in terms of voting (In the early days, IMSL seems to hold the balance of power in the company. Maybe adjust the articles and memorandum of IMSL so it cannot vote).
(vi) Is it true to say members own 90% of imutual until the point all 5bn shares are allocated?
Yes.(vii) Does IWL already hold 500,000,000 shares?
It is 500,000,000 shares IWL and 4,500,000,000 shares IWL. For ease of administration, the process of transferring shares / issuing certificates to members and updating the shareholder register will take place periodically, probably quarterly.(viii) If so, am I correct in saying the current share capital is divided:
500,000,000 shares IWL
1,160 shares members
4,499,998,840 shares held by IMSL
As above, I don't envisage IWL either voting OR taking more than its fair share (i.e. 10%) of any dividends. Happy to consider changes to enforce that(ix) if I am correct in point (viii) and assuming IMSL does not vote or take dividends on its shares, then IWL currently controls 99.9997% of the company and the members 0.0003%.
Until all the currently-issued shares are transferred from IMSL to members, IWL will 'technically' have more than 10% control. But, as per the explantions above, it won't in reality.(x) Say you get 1m members, each earning 10 joining shares plus 100 bonus shares for transactions. That would be 110,000,000 shares issued to members and I reckon the split in control and dividends would be IWL 82%, members 18%. Is this correct?
This is a good point, actually. I would prefer it if I wasn't involved in IMSL, just to reinforce its independence. So long as we make sure that whoever does own/control it HAS to operate it in the way we all need it torichard@imutual wrote:I do(ii) who owns IMSL and makes the ultimate call on whether it votes its shares?
Agree !Essex123 wrote:Thanks for your comprehensive reply Richard.
I think a lot of the potential issues in my head come back to IMSL, its independence and how it treats shares it owns but has not issued.
I believe that as things stand, IMSL needs to be independent of IWL, the PLC and persons associated with these entities. I think there is a problem around who owns IMSL and who the directors are, because of conflicts of interests and the potential that company is sitting on shares which could at some point be worth millions (and you don't want to appoint someone who could run off with that.)
The ideal arrangement for IMSL might be for it to be run in the same kind of way as an employee benefit trust or company pension scheme.
E.g the PLC could own IMSL and maybe appoint a minority of directors. However, there should be legal arrangements which remove any claim the PLC could have to IMSL assets and the majority of the directors should be independent (nominated by those who have vested shares from IMSL)
Maybe this could be taken one step further to increase transparency and reduce costs... instead of IMSL transferring shares quarterly into individual names, maybe IMSL could actually act as a nominee company? Then anyone who holds their shares in the nominee account could be given the right to elect the independent directors of IMSL. Furthermore, the articles of IMSL could state that in the event of change of control of either IMSL or the PLC that the issued but unallocated PLC shares held by IMSL would be distributed pro-rata to existing PLC shareholders within the nominee account.
Users browsing this forum: No registered users and 12 guests