After certain omissions were identified in the first calling notice, the PLC cancelled the original AGM that was scheduled for 23rd November 2005.
A new calling notice has been issued for a meeting to be held in the Woodlands Lounge at Adams Park on Wednesday 1st February at 8:00 p.m.

As a service to members scanned copies of the following documents can be downloaded below:
1. The AGM Calling Notice that includes the seven resolutions referred to below;
2. A proxy form containing resolutions that the Board hope to pass at the AGM which may be used by shareholders unable to attend the meeting in person;
3. The Directors Report and Accounts to 30th June 2005; and
4. A note correcting an error in the accounts.

There has been several constructive discussions between the PLC Board and the Trusts' Boards on matters related to the resolutions. The Trusts' Boards would like to thank the PLC Board for these discussions and particularly to record their thanks for the help provided in understanding the technical matters surrounding Resolutions 4 and 5.

Here are the Trusts' Boards current comments and recommendations. These may change if additional information becomes available.

Two disturbing highlights from the accounts are:
The loss for the 11 month period of £926,040 and the Net Assets of the PLC reduced to just £106,062.

Our first observation is that the losses are unsustainable.
It is legitimate for shareholders to ask the directors how they are planning to stem these losses.
If the losses have continued at simply their run rate of £84,185 per month then by 31st January the PLC will have run up additional losses of £589,295 and the net asset value will be negative £483,233!

Shareholders are being asked to approve seven resolutions.
Of these, the Trusts' Boards believe that six are fully appropriate but that one would be better reconsidered.

In summary, the Trusts' Boards offer the following advice on voting:

Resolution	Advice: Vote
1	For
2	For
3	For
4	For
5	For
6	Against
7	For

The reasoning behind this advice is given below.

Resolution 1: To adopt the directors' report and accounts for the period ended 30th June 2005
The accounts have been audited and are likely to be accurate, notwithstanding the poor financial performance.
The Trusts' Boards advise shareholders to vote for receiving the accounts.

Resolution 2: To re-elect Mr. Stephen Hayes as a Director
Steve Hayes has made a significant personal investment in the Club both in the form of shares and loan notes.
Steve Hayes is a successful entrepreneur, who has provided much of the capital to fund the changes that have been happening at the Club since its conversion to a PLC. These changes remain work-in-progress and it is appropriate that Steve Hayes continue as a director to see them through. The Trusts' Boards believe that, Steve Hayes in conjunction with the other directors needs to ensure that the Club's income and expenditure are balanced so as to ensure that the Club is financially viable.
The Trusts' Boards advise shareholders to vote for re-electing Steve Hayes as a Director.

Resolution 3: To re-elect Mr. Brian Kane as a Director
Brian Kane has made a significant personal investment in the Club both in the form of shares and loan notes.
Brian Kane is a successful businessman, who was a director of Wycombe Wanderers prior to the conversion to PLC. Together with the other directors of the PLC, Brian Kane is responsible for the current situation at the Club, where many changes remain work-in-progress. It is appropriate that Brian Kane continue as a director to see them through including at a minimum ensuring that the Club is financially viable.
The Trusts' Boards advise shareholders to vote for re-electing Brian Kane as a Director.

Resolution 4: To re-appoint BDO Stoy Hayward as auditors.
BDO Stoy Hayward is a reputable firm of accountants.
The Trusts' Boards advise shareholders to vote for re-appointing BDO Stoy Hayward as auditors.

Resolution 5: To give the directors power to allot shares.
The rules that govern the running of a company such as the PLC are contained in two documents, known as the Memorandum and Articles of Association.
The Articles of Association can be viewed via the link below.
The Trusts' Boards and the PLC's directors were under the impression that the PLC directors already had the right to issue shares - see clauses 7.1 - 7.4 on page 9 of the Articles of Association.
The PLC's legal advisors have discovered that there was a resolution passed when the PLC first adopted its Articles of Association, whereby the authority to issue shares expired after one year. The resolution is in conflict with the intention of the Articles themselves and Resolution 5 is required to avoid any doubt and debate about the authority to issue shares.
Given the level of losses, it is better that the Club reduces its reliance on debt financing and hence the directors should be allowed to allot those shares that are currently authorised but not yet issued.
Note that the Trusts have been advised that it is not possible for shares to be sold for less than their nominal value of £1.00.
The Trusts' Boards advise shareholders to vote for giving the directors power to allot shares.

Resolution 6: To dis-apply pre-emption rights.
This is the resolution that in the opinion of the Trusts' Boards should be reconsidered.

If this resolution is passed in its current form then it will give the directors the power to allocate up to 2,000,000 shares to new shareholders without first offering them to existing shareholders or supporters in general.
This power would exist until the next AGM of the PLC, i.e. probably approximately 11 months since the Trusts understand that the next PLC AGM should also be in 2006.
The existing clause 7.4 of the Articles of Association already dis-applies pre-emption rights and hence at one level this resolution simply confirms this state of affairs.

As stated under our response to Resolution 5, the Trusts' Boards believe that it is better that the Club reduces its reliance on debt financing and hence are supportive of the directors selling additional shares.
It is, however, an important cornerstone of corporate governance that pre-emption rights do apply i.e. that the existing shareholders of an entity should be offered first any new shares that are to be issued.
Dis-applying pre-emption rights is unnecessary. If pre-emption rights exist, it remains possible for the directors to sell additional shares via a so-called rights issue.
In summary, a rights issue involves the directors first deciding on the amount of new capital required, then offering the required number of shares to the existing shareholders and then, only if the existing shareholders were unwilling or unable to buy all the shares offered, the balance would be offered to third parties.
Whether or not existing shareholders would choose to buy more shares is a personal decision for those shareholders but they should be given the option.
This is the right that protects shareholders against shares being sold to outside investors too cheaply.
These are the reasons why dis-applying pre-emption rights are inappropriate and unnecessary.

Whilst there is no evidence that the intention of the current directors is to sell shares too cheaply to outside investors, the only reason provided to the Trusts' Boards for the PLC deviating from the principle of retaining pre-emption rights is to save the costs associated with preparing the necessary documentation to permit sales to a larger group of investors, be they existing shareholders or supporters generally. It is indeed likely that preparing the documentation would involve additional expense but it is the opinion of the Trusts' Boards that this is a cost of converting to a PLC and as such should be born by the PLC.

The Trusts' Boards have been advised that by not producing a prospectus, the share offering cannot be a public offering, i.e. shares cannot be made available to more than 100 people. This would preclude an offering of shares to supporters in general. The Trusts' Boards have been advised that even alerting supporters to the idea that shares are available if they apply for them constitutes a public offering and requires the issuance of a prospectus to comply with the law. The Trusts' Boards believe that it is essential that individual supporters retain the right and the ability to acquire shares in Wycombe Wanderers PLC. At the time of the conversion, the PLC expressed a desire and willingness to make shares available to supporters. The Trusts’ Boards want the PLC Board to make arrangements to offer shares to both all existing shareholders and supporters in general.

The topic of pre-emption rights may be difficult to understand for those not familiar with company law and the issuance of shares.
The topic has recently been studied in some depth by Paul Myners on behalf of the Department for Trade and Industry (DTI).
A link to the DTI report dated February 2005 can be found below.
Whilst not everything in this report applies to the situation at Wycombe Wanderers Football Club PLC, Paul Myners concludes on Page 7 that:
"A shareholder's right to pre-emption is a valuable one. I agree with all those who see it as a cornerstone of UK company law and UK capital markets which should not be removed or eroded"

The Trusts' Boards advise shareholders to vote AGAINST dis-applying pre-emption rights as a way of signalling to the PLC Board that they should make arrangements to offer shares to both all existing shareholders and supporters in general.

Resolution 7: To give both the Founder Shareholders and Ordinary Shareholders one vote at a general meeting for each share held.
It would appear to clarify that Founder Shareholders are entitled to vote at a general meeting.
It is not clear why this resolution is needed because the Trusts' Boards believe that this is the current situation anyway.
The Trusts' Boards advise shareholders to vote for passing this resolution.

The Trusts' Boards are writing to all Trust members seeking mandates on how to vote the Trusts' holdings of shares.
The Supporters Trust holds 100,000 Ordinary Shares in the PLC.
The Founders Trust holds 77 Founder Shares in the PLC (as at 15th January 2006).

We hope that you find the comments and advice above both thoughtful and helpful.
If you are not a member of BOTH the Supporters and Founders Trusts then please join BOTH (subject to eligibility).
This is the best way to stay well informed about this and future debates at the Club and to ensure that your voice is heard on matters important to the future of the Club.
Application and eligibility details can be found via the links below.

	Download the revised notice of the 2005 Annual General Meeting Includes the seven resolutions to be voted upon as an Adobe Acrobat file Right click on mouse button and select Save Target As ... to download the document
	Download the Form of Proxy as an Adobe Acrobat file Right click on mouse button and select Save Target As ... to download the document
	Download the Annual Report and Financial Statements as an Adobe Acrobat file ** Beware this is a very large 14.2 MB file ** Right click on mouse button and select Save Target As ... to download the document
	Download the note correcting an error on Page 19 of the Annual Report as an Adobe Acrobat file Right click on mouse button and select Save Target As ... to download the document
	PLC Articles of Association
	DTI Report on Pre-emption Rights
	*** Join the Supporters Trust *** Click here for link to application details
	Founders Trust The Board of Wycombe Wanderers Supporters Trust urges everyone who is eligible to join Wycombe Wanderers Founders Trust in addition to joining the Supporters Trust - see here for links between the two Trusts
	The latest news on the Supporters Trust
	Information page on the Supporters Trust
	Supporters Trust Home Page