FINAL PROPOSALS IN MOTION
(Monday 12th July 2004)
Business Plan The final wheels have been put in motion to implement the reconstruction of Wycombe Wanderers Football Club after members received the final proposals and notice of an EGM to be held on Thursday 29th July 2004.
The proposed change would see the Limited by Guarantee company dissolved and replaced by an unquoted Public Limited Company with a share capital designed to finance the Club out of their current cash-flow problems and fend off current interest bearing loans of approximately 2.3m.
The proposals are not coming cheap. COTN understands that the costs of the entire scheme are now being estimated at 120,000 which will add to a losses of around 640,000 for the 2003/4 season. Although, because of depreciation, in cash-terms the figure is closer to 300,000. This loss has also been ramped up by pay-offs to previous management in the 2003/4 season totalling in the region of 240,000, some of which has been covered by loans taken out on the Club's land, including the Training Ground in Booker.
The latest paperwork sent to members include an information document, the draft 'Scheme of Arrangement' proposed to transfer the assets of the existing Company to a new company and a first sight of the proposed 'Memorandum and Articles of Association' of the new PLC. A voting paper has been sent separately to members asking for approval of the scheme. The voting process will be controlled by the Electoral Reform Services. A further communication will be sent to members offering them the chance to take part in the share promotion crucial to the success of the Board's plans.
The information document sent to members reveals that the Directors are targeting raising a minimum new additional funding of 750,000. The Directors claim they have already received indications of support totalling 600,000 for the share issue although the indentity of the investors is not yet revealed.
At present the immediate priority appears to be to repay the 126,000 wage deferral for staff wages, but the alleged 500,000 cash shortfall, perhaps the greatest justification for change, remains undocumented in the latest information sent to members. Some members are suggesting that the short-fall could be met by advance season-ticket and commercial sales, while funding raising activities similar to those necessary for the proposed Supporters' Trust to claim their entitled place on the new Board of Directors, could also be promoted.
The Board, meanwhile, are hoping a more public share issue open to existing Club members and other targetted individuals will push the figure raised closer to 1.5m. It will be the take up of shares over and above the 750,000 figure that will be crucial to the impact of the proposed change. That would enable a bank overdraft, currently at 1.2m, and a Brewery loan, currently at 600,000, to be reduced. COTN has learnt that interest on these loans currently represents an annual cost of around 90,000 to the Club and if the 1.5m figure could be reached the loans could be reduced by around 1m and annual interest charges lowered by an estimated 70,000. However, any figure below the 1.5m target would see the major overdrafts receive less priority, leaving the high interest charges to accumulate as is currently the case.
Investment significantly below the 1.5m figure would also leave the Club in the control of just a few people. Initially the current Chairman and Vice Chairman would be the sole Directors of the Club and while a short term cash injection will undoubtedly keep the creditors at bay, members concerned with the long term future of the Club see the proposals as diluting the accountability of the Directors to what is currently a one member, one vote club.
The major concern appears to be the threat of individuals taking control of the Club by means of a majority share holding not possible under the Limited by Guarantee set-up. An attempt to address these concerns have been met by the inclusion of certain safeguards within the proposed constitution. These include a suggested 25% maximum shareholding for any 'connected' individual and a series of Founder Share rights designed to block certain rights without a majority backing of the existing 500 members. These rights include the disposal of the stadium or attempts to relocate the playing activities more than 5 miles away from the present position. However, they don't include specific reference to the Training Ground in Booker, a facility brought for 275,000 back in August 2000 and with the potential for development. It's also been highlighted that the 25% maximum shareholding is outside of these special Founder Share rights and along with other aspects of the 'Memorandum and Articles of Association', could be subject to alteration without reference to the Founder Shareholders.
Despite these and other member concerns, the Directors hope to get the proposals passed with the minimum of debate and remain confident they will get the necessary backing at the EGM on Thursday 29th July 2004. The Directors will be banking on a 75% majority of voting members releasing their current responsibilties in the Club and transfering it to a few people who have not only been angling for this type of change for the past three or four years but during the same period, are also accountable for its current financial situation.

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