Investment Proposal Consultation
Following on from the club’s confirmation that Tony Bloom has submitted a proposal to invest £9.86m in Heart of Midlothian, we are delighted to share with you, our members, further details.
Our aim is to provide you with as much information as we can before asking you to vote on whether or not to accept the proposal.
Let us state at the outset: the Foundation of Hearts Board believe that this investment in the club presents an opportunity to realise the club’s full potential and take it into a new era. It is the recommendation of your Board that you vote in favour of accepting the proposal. We hope that, by the time you have read the following information, digested and considered it, you are in agreement. Further details can be found in the FAQs section.
The Proposal
Tony Bloom’s proposal is to invest capital of £9.86m into Hearts in exchange for a shareholding equating to 29% of the club’s issued shares. The shares allotted to him will be a new class of ‘non-voting’ shares in the club, meaning that these shares will have no voting rights attached to them.
This means that the voting rights of the club’s existing shareholders, including FOH as the majority shareholder, will not be diluted as a result of the proposed investment. Nothing will change as regards shareholder voting rights in the club.
Should the proposal be accepted, there will be no change to FOH’s current shareholder voting rights in the club which will remain at 75.1%.
This proposal would see Tony Bloom personally investing in the club, as an individual.
If the proposed investment goes ahead, Tony Bloom will be entitled to one seat on the club’s Board. Tony Bloom will not himself become a member of the club’s Board but will appoint someone on his behalf.
The Consultation Period
Although not a legal requirement, the FOH Board recognises the importance of members’ views and so is entering into a consultation period with its members in order to ascertain views and facilitate a vote through Election Runner.
The consultation period begins today, May 6th and ends on May 26th.
What you are reading is the first direct communication from FOH to its members, kicking off the consultation process. This information will be emailed to every FOH member. A video explainer with FOH Chairman Gerry Mallon is available to watch by clicking here, and our FAQs will hopefully provide you with a significant level of detail. Furthermore, we intend to hold an in-person event at Tynecastle Park for members to attend, hear from the FOH Board and put forward any questions they may have.
Come voting time, a simple majority – more than 50% - of votes cast is required (as determined by the board of FOH) in order to confirm that the FOH votes in favour of the club proceeding with the investment.
Again, we would reiterate that the FOH Board’s recommendation is to vote in favour of the proposal which presents an unprecedented opportunity for the club within Scottish football.
The next steps will be determined by the outcome of the vote…
In the meantime, the transaction remains subject to entry into legally binding documentation, SFA approval and other normal course regulatory requirements.
FAQs
Why does Tony Bloom want to invest in Hearts?
This opportunity has not come around by accident. Tony Bloom has done his due diligence (as has the club) and he has recognised both the importance of Heart of Midlothian Football Club and its significant potential. His past and ongoing successes with Brighton & Hove Albion in England and Royale Union Saint-Gilloise in Belgium are there for all to see, and with Hearts, he sees the chance to play a part in another success story. He believes Hearts can disrupt Scottish football, and he wants to be a part of a new glorious chapter in Hearts’ history.
What does Tony Bloom get for his investment?
Tony Bloom will acquire 29% of the total issued share capital in the club. It is important to note that the shares he will acquire are non-voting shares. This means that nothing changes in terms of FOH’s voting rights in the club.
FOH will retain its 75.1% of the voting rights in the club - so absolutely nothing will change in that regard.
Tony will be entitled to appoint a representative to be a director on the club’s board but will not appoint himself as a director. As such, he will not be involved in the day-to-day running of the club. It goes without saying, however, that having the benefit of Tony’s experience, and the football and business world related experience of those around him, available to the club will be invaluable.
What is the difference between the shares FOH holds and the shares Tony Bloom will hold?
FOH and the other existing shareholders in the club hold ordinary shares which have voting rights attached to them.
Alongside these voting ordinary shares, the club will create a new class of ordinary shares which have no voting rights attaching to them. These non-voting ordinary shares will be issued to Tony Bloom in exchange for his capital investment in the club.
Both classes of shares – ordinary voting and ordinary non-voting - will each be worth the same in monetary terms.
The only difference between the two is that one carries voting rights while the other does not.
Will Hearts become part of a ‘multi-club system’?
No. This proposed investment is being made by Tony Bloom on a personal basis as an individual. Although Tony Bloom does have ownership interests in three other football clubs he has never sought to tie those clubs together in a “multi-club system”. The transaction has also been structured carefully to ensure that it remains compliant with football regulations relating to multi-club ownership.
Will Hearts become a feeder club to either Brighton & Hove Albion or Royale Union Saint-Gilloise?
No. This is a personal investment by Tony Bloom. Tony Bloom invested in Royale Union Saint-Gilloise in 2018 and Royale Union Saint-Gilloise has not become a feeder club for Brighton & Hove Albion. Hearts will remain a proudly independent club and neither Brighton & Hove Albion nor Royale Union Saint-Gilloise will become a “parent club” to Hearts.
What will the investment be spent on?
Put simply, to take the club forward into a new era. On the pitch, there will be investment in the first-team playing squad through the assistance provided by the Jamestown Analytics model. Off the pitch, the investment will help to futureproof a sustainable business model, one which reduces the reliance on external benefactors and maximises our earning potential.
What happens after the consultation process?
The club has been working diligently in the background to reach all required milestones. Following completion of this consultation on May 26th, should a majority acceptance be reached, then the relevant paperwork will be finalised and the club will hold an Extraordinary General Meeting to officially approve the investment.
Will there be any changes in the dynamics between the club and FOH?
FOH and the club will undertake a review of the Working Together Agreement to ensure it is fit for purpose for the next phase of our development.
Why should FOH members vote in favour of the proposal?
You made the club survive, now you have the opportunity to help it thrive.