MEMBERS HEAR MORE
(Friday 21st May 2004)
Accounts The biggest ever official gathering of Wycombe Wanderers Football Club members met in The Vere Suite on Tuesday 18th May 2004 to hear more details of the Board's proposals to reconstruct the make up of the Club. Around 400 members were given a presentation by the Club's professional advisors, while Chairman Ivor Beeks and Financial Director Rod Tomlin also spoke and then fielded questions from members during a productive debate. The Board hope the reconstruction will attract around 1m of new revenue to the Club through a share issue which will help fill an alleged 500,000 cash shortfall prior to the start of next season. The proposal is connected to a yet to be finalised three year business plan which has an aim of turning the Club into profit making entity through additional revenue streams and business improved management.
The new Board would consist of up to ten Directors with Ivor Beeks and current Vice Chairman Brian Kane being joined by at least one well known face at the Club plus two newcomers. It is likely that at least two positions would become paid 'Executive' roles amongst a new corporate structure.
An informal show of hands at the conclusion of the meeting indicated the vast majority of members in favour of the proposals, although this was with the Chairman's proviso of 'one or two tweaks' being applied after more concerns and reservations were expressed by members.
Members will now vote in person at an EGM on Monday 14th June on a special resolution to allow postal voting on the final proposal. This would require a 75% majority of the votes casts to be in favour for this resolution to be passed. Members would then be notified of another EGM to follow on Monday 12th July where they would vote on the then finalised proposals, with the allowance for postal voting if carried in the earlier meeting.

Chairboys on the Net brings you the first of a two part look at the meeting.

The Board first consulted members about their ideas back in January and February of 2004 and have since engaged sports lawyers George Davis and accountants Baker Tilley at an estimated cost of more than 70,000 to help prepare a a new structure. Club Chairman Ivor Beeks commented to members prior to the presentation "It is a huge change from what we are doing at the moment but we have listened to what you have said and believe we have taken the points you have made on board."
Chris Wilkinson from George Davis presented a summarised breakdown of the newly proposed structure. Mr Wilkinson commented "In considering possible solutions we have had regards to the interest of members and supporters of the Club. You like what you have got. You don't particularly want to change it, so we've given that consideration." He added that consideration had also been applied to the existing loan note holders and any potential investors in the new company. Creditors, The FA and The Football League were other considerations.
The proposal for the new company would be to form two classes of shares. These would be 'Founder Shares' issued free of charge to the existing 500 members on a one per person basis. These people would receive one vote at any General Meeting. The new investment would come through 'Ordinary Shares'. Stakes would be offered from a minimum of 500 1 shares and up to a maximum of 25% total stake in the Club. Each 1 share would be worth one worth one vote at any General Meeting. The current Loan note holders, which now total 492,000, would be offered to convert their loans into 'Ordinary Shares' on a 1 for 1 share basis. This would not free up any new capital but would release interest free loans due for repayment starting in November 2006.
The protection measures would be built into a 'Founder Shareholders Trust' (FST) which groups together the 'Founder Shareholders'. An elected representative from the FST would be guaranteed a place on the board of the new company. The FST would also have control over certain 'key matters' in the new company and these could not be out voted by 'Ordinary Shareholders' without the majority approval of the 500 'Founder Shareholders'.
These 'key matters' were proposed to be:
* Any proposal to dispose of the Football Ground (sale or lease).
* Any proposal to dispose of the business/assets.
* Any proposal to change the nature of the business.
* Any proposal to change the Articles relating to these key issues.
* Any proposals to wind-up the new company.
* Any proposal to relocate outside of 5 miles from the current position.

The proposals suggested that the 'Founder Shares' would eventually be consumed due to members ceasing to be season-ticket holders or death. Comments made later by members promoted the need to allow new people to become 'Founder Share Holders' as an when places became available and under the same qualification criteria as existing Club members. The Chairman said it was something that would be taken on board in the final proposals.

Proposals outside of these 'key matters' would have the potential to be massively out voted at 'General Meetings' by the 'Ordinary Shareholders' by a ratio of around 500 to 1,500,000. This would include such matters as election or removal of the non-FST Directors and based on past history, issues such as ground renaming, sharing or redevelopment.

The 'Ordinary Shares' would be offered to identified potential investors and also made available on the free market to other interested parties. This would include members wishing to up their stake in the Club. Ivor Beeks and Brian Kane would become the first two Directors of the new company following their loan note conversion and possible cash injection up the maxium 25% level. It was indicated that three new major investors had shown a strong interest in investing in the order of 250,000 each. They were not named but one of these was said to be well known to the Football Club and a regular supporter. The other two were claimed to be either connected to football but not in the football business or from the High Wycombe area.

A further Board place would be made available to the recently proposed 'Supporters Trust' but this would be subject to an initial fund raising level of 50,000 worth of shares and topped up to 100,000 within a suggested 12 month period. The regular Board members coupled with the two Trust representatives would have the authority on the general day to day running of the Football Club with the stated restrictions on the 'key matters'.

Speaking after this presentation, Wanderers Financial Director Rod Tomlin commented "The whole purpose of this scheme is to unlock the potential to bring new money into the Club that is needed. In the process of doing that, a degree of financial stability would be achieved which perhaps doesn't exist today." Tomlin highlighted that the cash flow problem had pushed the Club into a short term crisis, commenting "Before the start of next season, we have certain commitments to meet, they stack up in money terms as 500,000 to 600,000. It is actually difficult to see how we might find that sort of money to get through to the beginning of next season and onwards and beyond that." However, Tomlin refused to elaborate on the breakdown of these cash commitments although later conceded that the wage deferral scheme was "a far bit less than 50% of that 500,000 black-hole." He also stated that the Board had looked at "every conceivable alternative" but admitted that there was no plan in place should the vote go against the Board, saying, "At the moment we haven't really thought in great detail about a potential fall-back position." Members will now have to gamble along with the Board's proposals or gamble on being able to revitalise the Club through the current membership structure.

Part Two now available looking at the outline of the three year Business Plan key to the proposals.



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