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Join The Fishy In Supporting Proposal No 5

By: Bill Osborne
Date: 23/12/2005

THE Electronic Fishcake is backing John Fenty's proposal number 5 at the AGM on 29th December. We will be using our shares to vote in favour of the proposal. We are urging other shareholders to vote with us to get the proposal passed at the EGM.

But some shareholders are still not clear what Mr Fenty is asking for.

Firstly, Mr Fenty is not seeking the shareholders consent for him to gain 51% of the club shares.

He does not need to do that.

He only needs to buy another 150,000 shares to achieve that and those shares are up for sale on a first call basis and have been for a long time. They have been available to anyone who wants to buy them.

Mr Fenty has decided to buy those shares, which will give him a 51% majority holding.

However stock exchange rules on takeovers and mergers stipulate that anyone who gains 30% or more of a company's shareholding must make a formal offer to all the other shareholders to purchase their shares for the same price.

Mr Fenty is therefore asking the shareholders to waive that condition, imposed by the stock exchange rules, which shareholders are permitted to do.

Mr Fenty does not want to buy all the shares in the club. He has stated that 51% is sufficient for him to protect the investments he has made and will make in the future.

If the shareholders do not waive that rule, Mr Fenty will be forced to make an offer to all other shareholders, which will amount to another 366,000 pounds if every shareholder accepted his offer.

Mr Fenty can afford to do that and he might do so if the proposal is rejected.

But thereby lie the dangers.

If he goes ahead with a takeover bid and gains 75% of the share issue, other shareholders, who did not accept his offer, may as well burn their shares, because Mr Fenty will have absolute total control and can do exactly what he wants with the club without ever having to refer to the other shareholders again.

If he gains 85% of the total shareholding, all other shareholders will not have a choice. They are forced by law to sell him their shares.

That is the danger to every shareholder if they reject his proposal.

The other problem is that as Mr Fenty is the only person willing to sustain the club financially, if he has to make a takeover bid that will mean 366,000 pounds less he has to put into the club.

But the greatest danger is that Mr Fenty may decide enough is enough and if the proposal is not passed, he may just walk away from Grimsby Town football Club.

So can you answer this question; "Whom do you know who is willing to replace Mr Fenty and offer to sustain the club financially in the same way he has?"

If you cannot name anyone, then you should be voting for the proposal.

If you look at the proposal as it stands, you can see that it is a sensible solution to some of the financial problems the club has and is currently the only hope we have of fulfilling the plans for a successful future.

We therefore ask you to join the Fishy in supporting and voting in favour of the proposal.

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