PLC PROPOSALS - KEY POINTS
(Wednesday 24th June 2009)
With the future of the Club set to be voted upon on Monday 6th July, COTN has prepared an information piece which summarises the proposals, gives other key facts and explains the voting process.

Summary of the proposals sent to shareholders - dated 18 June 2009
  • The 25% restriction on owning shares will be removed.
  • Steve Hayes will convert 3m worth of his 6.893m oustanding Loan Notes in order to gain 100% 'voting shares' in the new company.
  • The new company will be re-registered as a 'private limited company'.
  • The rights of the existing 'Ordinary Shareholders' will be removed expect they will still notice of General Meetings.
  • Existing 'Oridinary Shareholders' will not receive any offer for their shares.
  • If Steve Hayes receives a cash offer from a third party for his 'voting shares', then the propsective buyer will make an offer to each Ordinary Shareholder at a price of 1 per share. This is known as a 'Tag-along' provision.
  • Restrictions on the sale of Adams Park and other significant assets (eg the training ground) will not come under the 'enshrined rights' that require a majority vote in favour by the Founder Shareholders.
  • The Supporters Trust would lose their right to appoint their two democratically elected Director representatives to the PLC Board. The proposals indicate that the Trust could appoint 'two associate directors to attend' but these would not be able to vote or have any legal standing and could be removed without notice.
  • In the event of the Club being wound up, the first 1.32m of any surplus assets would not be distributed at the direction of the Founder Shareholders' Trust. Instead, any surplus would be distributed first to the shareholders on a pro-rata basis.
  • The proposals will be voted on at EGM's of both the Founder Shareholders and Oridinary Shareholders on Monday 6th July 2009.
The full proposals can be read via the Supporters Trust website
Please note the EGM will be voting on the proposals in Schedule 3 and 4 of the Calling Notice, including the adoption of the newly proposed 'Articles of Association'. Any changes to these, through 'ongoing discussions' or otherwise, would not be legally binding.

Other key facts
  • The current debt of the Club is around 8.1m.
  • The major debtor of the Club is Steve Hayes at 6.893m.
  • The bank overdraft is around 1m.
  • The net assets of freehold land and buildings has an estimated worth of around 5m according to the 2008 accounts.
  • Under current agreements, the vast majority of Steve Hayes' loan notes can only be 'called in' with the written agreement of fellow Directors Ivor Beeks and Brian Kane. This agreement covered all loan notes up until June 2008 (since confirmed as 6.1m), leaving 790,000 in loan notes not covered by the agreement.
The voting process
  • EGM's of both Ordinary Shareholders and Founder Shareholders has been called for Monday 6th July 2009.
  • The Founder Shareholders must vote in favour with a simple majority in order for the proposals to go the vote of the Ordinary Shareholders.
  • There are 500 Founder Shares. 348 remain with individuals who inherited them at the point of the PLC conversion in July 2004. The individuals can vote these as they wish at the EGM. The remaining 152 Founder Shares have been passed to the Wycombe Wanderers Trust. They will be voted 'on block, according to a vote of the 331 'Qualifying Members' of the Trust.
  • Subject to approval of the Founder Shareholders, The Ordinary Shareholders must vote in favour with a minimum 75% majority.
  • Steve Hayes, along with fellow Directors Ivor Beeks and Brian Kane, each hold 24.99% of the existing 'Ordinary Shares'. All have indicated they are in favour of the proposals.

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