Report on the Annual General Meeting of
Wycombe Wanderers Football Club PLC
held in the Woodlands Lounge, Adams Park
8:00 p.m. Wednesday, 1st February 2006
In accordance with the official notification issued to shareholders in the company, Wycombe Wanderers Football Club PLC held its inaugural Annual General Meeting in the Woodlands Lounge, Adams Park at 8:00 p.m. on Wednesday, 1st February 2006.
The meeting was chaired by the PLC's Chairman, Mr. Ivor Beeks. In attendance were Mr. Steve Hayes (Managing Director), Mr. Brian Kane (Director), Mr. Keith Blagbrough (Director, Supporters Trust), Mr. Ian Mather (Director, Founders Trust), and Mr. Keith Allen (Company Secretary). Also attending were Mr. Ron Allsop and Mr. Roger Peak from Penningtons, the Club's solicitors, and Mr. Marius Brooks from the Club's accountants, BDO Stoy Hayward. Approximately 80 shareholders were in attendance, including official representatives from the four supporter organisations all of which are shareholders in the PLC, Wycombe Wanderers Supporters Trust, Wycombe Wanderers Founders Trust, the Official Wycombe Wanderers Supporters Association and Wycombe Wanderers Independent Supporters Club. The Club's manager, Mr. John Gorman, was unable to attend due to personal reasons.
Mr Beeks observed that a minimum of two members were needed for a quorum and, since there were sufficient attendees, the meeting was formally opened at 8.04pm.
There was no presentation on or discussion of either the financial results or the resolutions to be voted upon. The Chairman turned immediately to the resolutions to be put to the AGM.
The Chairman informed the meeting that the following proxy votes had been received:
|
For |
Against |
Withheld |
|
| Resolution 1 |
907,801 |
0 |
0 |
| Resolution 2 |
907,801 |
0 |
0 |
| Resolution 3 |
907,299 |
0 |
502 |
| Resolution 4 |
907,299 |
502 |
0 |
| Resolution 5 |
905,800 |
2,001 |
0 |
| Resolution 6 |
899,786 |
8,015 |
1 |
| Resolution 7 |
907,800 |
0 |
0 |
Note: Resolutions
placed before general meetings are voted on by a show of hands
with each attendee having one vote irrespective of the size of
their shareholding. Proxy votes are only relevant if a resolution
is put to a poll i.e. one vote per share held by those voting
in person or by proxy in which case the proxy votes cast above
would be included.
There are 1,092,352 shares in issue including the 500 Founder
Shares. The proxy votes includes the votes cast by Mssrs. Beeks,
Hayes and Kane, who hold between them 778,752 shares. A total
of 546,177 votes were needed to guarantee a greater than 50% majority
in favour to pass ordinary resolutions such as Resolutions 1-5.
A total of 819,265 votes were needed to guarantee a greater than
75% majority in favour to pass special resolutions such as Resolutions
6 and 7.
The Supporters Trust and Founders Trust
account for a total of 100,077 votes and hence, of the remaining
214,523 shares, 121,034 had cast proxy votes in favour of Resolution
6, which was opposed by the Supporters Trust and Founders Trust.
Mr Beeks stated that should any resolution be defeated by a show
of hands at the meeting, a poll would be demanded since proxy
votes had been cast in advance representing more than the minimum
necessary to pass each resolution.
Resolution 1:
To adopt the directors' report and accounts for the period ended
30th June 2005.
The resolution was passed unanimously by a show of hands.
Resolution 2:
To re-elect Mr. Stephen Hayes as a Director.
The resolution was passed unanimously by a show of hands.
Resolution 3:
To re-elect Mr Brian Kane who had retired by rotation in accordance
with the Company's Articles of Association
The resolution was passed unanimously by a show of hands.
Resolution 4:
To re-appoint BDO Stoy Hayward as auditors.
The resolution was passed unanimously by a show of hands.
Resolution 5:
To allow the Board of Directors to allot shares to the value of
£2,907,648
The resolution was passed unanimously by a show of hands.
Note: There would be a total of 4,000,000 shares issued
if the full amount of 2,907,648 shares were issued in addition
to the 1,092,352 shares that have been issued prior to the AGM.
Resolution 6:
To dis-apply pre-emption rights
It was noted that a 75% majority was needed to pass this resolution,
as it was a Special Resolution.
The show of hands gave the following result:
For 39 Against 41.
There were also a number of abstentions. As the resolution had
been defeated by a show of hands but the Company had received
proxy votes in favour over and above the 75% required to pass
the resolution, the Chairman demanded a poll, which was scrutinised
by the Company's solicitors.
Immediately following the voting by show
of hands, a question from the floor requested that the Board explain
the meaning and consequences of the resolution. Initially Mr Beeks
refused to explain further as the directors were of the view that
there had been sufficient time ahead of the meeting to ask such
questions. He noted that the Wycombe Wanderers Supporters Trust
and Wycombe Wanderers Founders Trust had entered into a dialogue
with the directors and their advisors on the meaning and need
for this resolution ahead of the AGM. However, following a repeat
of the request to explain the resolution and why the Board felt
it was necessary, Mr Beeks called upon Mr. Ron Allsop of Penningtons
to repeat advice received by the Board.
Mr Allsop commented that without the passing of resolution 6,
the Board would only be able to issue new shares by first offering
shares to all existing shareholders in the company. Thus, the
purpose of resolution 6 was to provide the Board with the flexibility
not to have to offer shares to existing shareholders. In a comment
from the floor, Mr. Francis Glenister, Chairman of the Supporters
Trust, observed that it had been explained to the Supporters and
Founders Trusts that the PLC intended to issue shares without
going to the expense of issuing a prospectus and, in the absence
of such prospectus, that it will not be possible to make shares
available to be purchased by the supporter base of the Club as
a whole.
Resolution 7 was voted on and there then followed a break to allow voting to take place. The AGM was then formally closed. Whilst counting was underway, the Board proceeded to outline a vision for the Club (below).
Later the results of the poll was announced as follows:
|
For |
Against |
Withheld |
|
|
927,820 |
125,626 |
Not Stated |
88.07% of total votes cast |
Votes against included the 100,077 votes
cast by the Supporters and Founders Trust - see separate report
click
here.
Having achieved greater than
the necessary 75% majority for a special resolution, the resolution
was duly passed.
Resolution 7:
To give both the Founder Shareholders and Ordinary Shareholders
one vote at a general meeting for each share held.
It was noted that a 75% majority was needed to pass this resolution,
as it was a Special Resolution.
The resolution was passed unanimously by a show of hands.
A Vision for the Future
Following the formal business of the meeting, Mr. Brian Kane outlined the Board's vision for the future of the Club. In short, the vision was for "a successful Football Community Club providing pride and passion in performance!"
The Club's mission was to see the establishment of a Championship-level community Club by 2010 rewarding Sponsors and Customers with an environment of great entertainment, first class service and high quality facilities.
The Club would provide a pride in investment and long-term potential for increased shareholder value, which would contribute to the community and offer a commercially beneficial relationship. The Club would demand the best from its suppliers, who would be rewarded with a long-term relationship. The Club would also endeavour to make everyone who does business with it feel special, appreciated and valued.
Mr Kane ended by stating that shareholders would have already noted changes since the Club converted to the PLC structure. Many of the future changes were anticipated to take from 1-10 years to complete.
Mr Hayes then provided more specific details on a number of issues:
Work to date:
Hayes highlighted the refurbishment and maintenance work that
had already been completed. Investment had been made in the Club's
IT infrastructure, which included the installation of Customer
Relationship Management software (the CRM), although it was conceded
that this had yet to see a return. His vision was for a club that
was free of debt and on a sustainable footing within six years
from June 2005.
New initiatives: A call centre would be put in place, whilst
a sponsors meeting was announced for 27th March 2006. The game
against Torquay United would be designated 'Community Day' with
the intention of filling the Dreams Stand by attracting school
children and following up on the 7's scheme already in place.
Torquay supporters will be seated in an alternative area of the
ground. Finally, the conference business would be revamped to
ensure that all areas of the Club are fully utilised throughout
the week.
Pitch: He noted that mistakes had been made regarding overuse
of the pitch, for which pre-season fixtures, reserve fixtures,
rugby, pre-match warm ups and half-time entertainment were all
contributory factors. Hayes reported that a plan has been put
in place and agreed with Wasps to improve matters for season 2006/07
and that he had personally apologised to the manager of WWFC for
the state of the pitch.
Club Shop: The Club will be seeking planning permission
for a new club shop at the stadium, to replace Wanderers in Town,
which had been losing money. If approved, the shop will incorporate
a ticketing facility. Hayes commented that "once the marketing
was right", the Club would consider reopening an outlet in
the town centre.
Wasps: Rugby would be incorporated in the Club's plans,
but the Board would ensure that first and foremost WWFC were in
the best position.
Wycombe District Council: Hayes described as a 'fallacy'
the notion WDC care more for Wasps than Wycombe Wanderers. Referring
to the possibility of a new stadium included in the recent WDC
consultation process ""Help Plan Your District - Imagine
the Future" (see separate reports), Hayes noted that there
had been no communication with the Club, who had no prior knowledge
of the plans. However, he did not rule out that such a plan would
be considered by the Board, if it were in the Club's best interests.
It was asserted that any new stadium would need to be a community
hub.
Training Ground: Hayes asserted that the Club needs a new
training facility with more and better facilities available. The
Club would be looking to identify an appropriate site, and then
finance and plan the project for the long-term. Residential facilities
onsite would be desirable for the Club's youth schemers.
Mr Hayes closed by asserting that the Club
would only be successful if everyone pulled together - as had
been seen following the recent tragic death of Mark Philo. Shareholders
were thanked for their support.
Questions from the floor
The following summarises a number of questions that were asked
from the floor and the answers provided by the Board - largely
from Mr Steve Hayes.
Finances
Asked to give an update on the financial situation since the date
of the accounts of 30th June 2005, Hayes admitted that the Club
were still running at a loss; a situation which is anticipated
to continue for some time. Hayes asserted that, due to the funding
of the loss via loan notes, the financial state of the Club is
not worsening. Hayes stated that he is personally happy to invest
further in the Club and is aware where improvements still needed
to be made. Hayes admitted that the PLC had gambled on Nathan
Tyson being sold during the year by providing additional money
to strengthen the squad during the summer of 2005 before any sale
had been agreed. Hayes stated that John Gorman had been told that
additional funds would be made available for players in the January
transfer window should the team be "there or there about"
at Christmas.
Hayes noted that changes were not going to happen overnight. Loan notes were increasing but that he would look to convert some proportion of these to shares in the Club as new investors are found and thereby allow him to raise his shareholding without breaking the 25% limit on any one shareholder.
Asked to explain how the Club intended to turn around the negative cash flow, Hayes noted that the Club had recently agreed terms with an individual to take up the vacant position of a sales and marketing manager. He pointed to this as a sign that the Club are investing in the right people now for the future.
Payment of the second Instalment on partly
paid PLC Shares
In response to a question about the timing of the payment of the
second instalment on those PLC shares that were issued in a partly
paid form, Mr. Keith Allen, Company Secretary, stated that he
would be writing to relevant shareholders to inform them that
the call date is to be 18th February 2006 and that the payment
would be due within 7 days.
How to remedy the problem of the reduction in commercial activity?
Hayes noted that relegation had made a large negative difference
to the Club's income, not just from ticket sales, but also in
the number and financial commitment of sponsors now willing to
invest in the Club. All income streams have suffered as a result.
Hence promotion to League One is a priority.
What happens when Steve Hayes reaches
his investment 'limit'?
Hayes confirmed that he has an ultimate limit in mind beyond which
he would not wish to spend further on the Club. He declined to
provide details of the figure. Should this limit be reached, Hayes
promised that he would talk to the Board of Directors and both
Trusts as things would need to be changed. However, he stated
that he did not want to see the Club in a poorer position for
his involvement.
Gifting of Loans to the Club
In a light hearted exchange about a matter that has potentially
serious long term implications for the financial state of the
Club, Mr Hayes declined an invitation to gift his loans to the
Club at this stage.
New Investors
Hayes stated that he has been speaking to a few people and
that he expects further investment to be made by new shareholders
into the Club. He declined to give names observing that it would
have been inappropriate if they subsequently decide not to invest.
Should not the preparation of a prospectus for share issues be
considered one of the operating costs of any PLC structure? Why
will WWFC PLC not therefore be issuing a prospectus and thereby
allowing supporters to invest if they wish?
Mr. Hayes stated that the PLC are not ready to produce a prospectus.
He observed that the Club's finances are not in the position where
they would make an attractive case for an investment. Mr. Kane
stated that the cost of producing a prospectus would likely be
in the region of £20,000-£30,000. Some remarks were
made suggesting that supporters could approach the PLC to make
an investment but advise received by the PLC's Directors subsequent
to the AGM indicates that they would not be able to accept such
approaches in general. Mr. Hayes promised that, once the financial
situation at the Club had been set in order, a prospectus would
be produced so that supporters might be given the opportunity
to invest in the Club. No timescale was provided within which
this might happen.
How do the Board expect to be taken seriously
when they state they wish to 'go forward together' when they go
against fans' emotional commitment (a reference to the Chairman
calling for a poll on resolution 6 earlier in the meeting, when
the resolution had been defeated by a show of hands)?
Mr. Beeks noted that there were in the order of 100 people present,
indicating the existence of a number of 'stay at home' shareholders.
(The PLC has 89 Ordinary Shareholders and 424 Founder Shareholders
including the Founders Trust - a significant number of the Founder
Shareholders are also Ordinary Shareholders.) The fact that
these shareholders had not chosen to oppose the resolution could
be taken as an indication that these shareholders are in favour
of the Board's position. Mr. Beeks added that the Directors never
proposed anything unless they believed it to be in the best interest
of the Club.
Request for the return of the 10% discount
for season ticket holders on purchases from the Club Shop rather
than the discount vouchers
Hayes noted that this was a matter to be raised with the Sales
and Marketing team, but promised that the issue would be discussed
once again.
The handling of matters surrounding the
death of Mark Philo
The Board were congratulated from the floor for their handling
of both the announcement of the tragic death of Mark Philo after
the match versus Notts County and the subsequent arrangements.
The Chairman commented that similar comments had been received
from many sources.
The meeting closed at 9.52pm.
Comment by the Trusts
For the main part, the meeting was conducted in an open, constructive
and friendly manner. However, the answers to the questions on
finances and the financial viability of the Club were answered
with rather vague and general remarks together with an aspiration
for a brighter future rather than with hard financial facts or
plans. Many financial analysts would disagree with the assertion
that the funding of the ongoing losses via loan notes means that
the Club's financial state is not worsening. The Trusts are disappointed
that Resolution 6 was passed since it is likely to mean that fans
will be excluded from purchasing further shareholdings in the
Club that they support. The financial conditions necessary to
allow a prospectus to be issued are unlikely to be realised anytime
soon. Without a prospectus, it will not be possible for the Club
to approach supporters to invest. The Trusts will continue to
represent their members by engaging with the PLC on these matters.
This report has been produced jointly by the Boards of Wycombe
Wanderers Supporters Trust and the Wycombe Wanderers Founders
Trust for the purpose of updating their members. The report must
not be used for any other purpose including but not limited to
selected or total quotation without the prior agreement of the
Boards of Wycombe Wanderers Supporters Trust and Wycombe Wanderers
Founders Trust.
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