At an extraordinary meeting on Saturday, the members of HSV eV approved the conversion of “HSV Fußball AG” into “HSV Fußball AG & Co. KGaA”. Despite the change in legal form, the second division football team is no longer allowed to sell shares in order to generate new capital.
By Tobias Knaack and Jörg Naroska
Only 272 members (around 62.2 percent) voted that HSV eV’s share in the new KGaA could fall from 75 percent to 50 percent. A three-quarters majority of those present would have been required. This would have allowed HSV to sell significantly more shares to investors than before. But 165 members voted against this plan.
“Of course we didn’t like that. But that’s democracy.”
— HSV Vice President Michael Papenfuß
In the second vote of the day, there was initially no clear result using a show of hands; an electronic vote had to decide. And it was negative. This makes it clear: In the future, the club will not be allowed to sell more shares than the 24.9 percent currently sold in the AG.
“Of course we didn’t like that. But that’s democracy,” said Vice President Michael Papenfuß after the vote – around 450 of the 109,000 members were present in the Wilhelmsburg Arena. “We also ask ourselves what we could have done better in terms of educating people and answering these issues. To do this, we have to seek dialogue again. We are looking forward.” However, he was not entirely dissatisfied: “We got the ball rolling.”
Papenfuß: “The blood alcohol level determines the club’s fortunes”
The association, which had recently stabilized somewhat after years of economic difficulties, has given itself a new structure with the adoption of the new legal form. The opportunity to generate additional money, hoped for by CFO Eric Huwer, for example, has not materialized. “Issuing further shares is currently not possible,” explained Papenfuß. This potential has been exhausted in the current AG structure.
We will “sit down and question what we should have done better,” said Papenfuß. “But I do believe that the conviction will then be there to take the second step again.” He was frustrated by the fact that only a few members came to the meeting: “If I only have 400 here and then 165 are against it, then you can also extrapolate what alcohol range determines the club’s fortunes,” he said.
HSV: Members almost unanimously in favor of changing the legal form
So he wants to try to motivate more people to come to the next meeting. A date other than the holiday season, such as Saturday, or a more central location such as the Volksparkstadion should be sought. There should be a rematch. “Going fast.” After all, the invitation period is only seven weeks.
After all: On Saturday, the members followed the appeal of Papenfuß, the department head of the “HSV Supporters Club”, Sven Freese, and CFO Huwer in the first vote: the new legal form was approved almost unanimously. A three-quarters majority was also required here.
Separation of operational business and assets
The decision on the new legal form means that operational business and assets will be separated into two companies in the future. “HSV Fußball AG” will become a so-called limited partnership (HSV Fußball AG & Co. KGaA) and will function purely as an asset management company in the future. This has no influence on professional football.
The sporting area is entirely in the newly founded stock corporation, which will be called “HSV Fußball Management AG”. This will be a wholly owned subsidiary of the association and shares in it may not be sold to third parties. This ensures that the 50+1 rule is adhered to.
Sale of all shares is theoretically possible
Theoretically, all shares of the newly founded “HSV Fußball AG & Co. KGaA” could be sold. But the members put a stop to this with their vote. Those responsible for HSV had planned to hand over 50 percent of the shares.
The vote on Saturday was preceded by the preparation of a working group that took around two years. Before the vote, Supporters boss Freese praised the “openness, honesty and transparency of the working group”, while Huwer emphasized the opportunity to get “closer than ever before to a debt-free HSV”. And before the vote, Papenfuß spoke of nothing less than the “decisive course for the future of HSV”.
Kühne-Holding will now own 21 percent of KGaA
However, the members only changed part of the switch. This also means that the planned Supporters Trust is not coming for the time being. Fans and members should be able to participate in the limited partnership through the trust. According to the current status, there are no shares available, as the maximum quota of 24.9 percent of the shares had already been allocated to outside investors before the reform.
By approving the change in legal form, the way is clear for investor Klaus-Michael Kühne’s loan of 30 million euros from last year to be converted into shares in the KG. The people of Hamburg do not have to return the money or pay any interest. In return, the 86-year-old’s holding company now owns 21 percent of the KGaA. HSV has a 68.4 percent stake, the rest is distributed among the other shareholders in the AG.
HSV’s professional department has been spun off into AG since 2014
Since 2014, the professional department of Hamburger SV has been spun off into a classic stock corporation – “HSV Fußball AG”. According to the statutes, the shares available for sale are limited to 24.9 percent. HSV eV holds 75.1 percent of the AG. This prevents a single investor from acquiring a quarter of the shares and thus blocking resolutions.
Transition to KGaA by the end of June
Before the event, the club had planned to found “HSV Fußball Management AG” in the event of a vote to change the legal form in April and, at the same time, to change the legal form of “HSV Fußball AG” to “HSV Fußball AG & Co. KGaA”. wanting to lead. The implementation should take place by the end of June and thus into the coming season.
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Sports current | Mar 23, 2024 | 4:17 p.m
