Skip to content

Trust Members - Special General Meeting

123578

Comments

  • @aloysius said:
    Come on. The whole point of the Trust set up - as they made crystal clear from the day they took the club off Steve Hayes' hands - was to ensure a separation of powers so that the ownership of the stadium could never change hands without permission of the membership - ensuring the club had a viable future when future sharks came sniffing.

    Anyone who thinks Mr Stroud and others weren't fully aware of their responsibilities when they came to putting the charge on the ground is, frankly, naive in the extreme. It's simply not credible. I suspect a lawyer was consulted to see if there was any possible wiggle room that would allow the fundamental tenet of the Trust's stewardship to be quietly shelved. And this is the workaround that he or she came up with.

    It's a decision that stinks and is so complicated it could not simply have been fallen into by accident. I can't understand how anyone can believe it was taken without full knowledge of the chairman of the board.

    Exactly - very nicely put.

  • @aloysius, yes indeed, so why on earth are we still trusting them to make this decision on our behalf. They have basically stabbed us in the back but we let them carry on relatively unchallenged.

  • @Blue_since_1990 said:
    @aloysius, yes indeed, so why on earth are we still trusting them to make this decision on our behalf. They have basically stabbed us in the back but we let them carry on relatively unchallenged.

    Because too many people don't want to rock the boat... quite sad really

  • I must say I expected there to be more friction than was evident at the meeting.

  • Could I ask for a couple of clarifications please
    1) why are some so exercised about this charge but not about the other two charges that currently exist on the stadium
    2) faced with a cash hole that presumably meant the wages wouldn’t have been paid, what would you have done instead?

  • >

    @HolmerBlue said:

    @Blue_since_1990 said:
    @aloysius, yes indeed, so why on earth are we still trusting them to make this decision on our behalf. They have basically stabbed us in the back but we let them carry on relatively unchallenged.

    Because too many people don't want to rock the boat... quite sad really

    Have you ever considered that not everyone shares your opinion?

  • @glasshalffull said:

    >

    @HolmerBlue said:

    @Blue_since_1990 said:
    @aloysius, yes indeed, so why on earth are we still trusting them to make this decision on our behalf. They have basically stabbed us in the back but we let them carry on relatively unchallenged.

    Because too many people don't want to rock the boat... quite sad really

    Have you ever considered that not everyone shares your opinion?

    Yes... That's why it's sad

  • @DevC said:
    Could I ask for a couple of clarifications please
    1) why are some so exercised about this charge but not about the other two charges that currently exist on the stadium

    Because the other charges happened before we separated the stadium from the club and created the Trust charter...!?!

  • Don't think that's right actually @OxfordBlue. One was put in place at Trust takeover but the other was after. And surely what matters is not when they were established but the fact that they exist. If you are worried that the latest charge threatens loss of the ground, surely the continued existence of the other two does likewise.

  • I take Dev's point about people not getting up in arms about the charge that was put on for the Chairboys Funders, however it should be clear that there is a qualitative difference between a group of long-term supporters of the club (who are most unlikely to use the charge to make WWFC homeless) and outsiders who just happen to be trying to buy the club, and have stated that they want the money back in 12 months if they don't buy the club.

    In my opinion, the spirit of the WWT society rules is that Adams Park should not be put at risk should WWFC not be able to meet its financial obligations to creditors. Playing semantics with a very one-sided interpretation of the rule designed to ensure this (and completely ignoring other interpretations that the rule states that any use of WWT assets for use as security to a debt should be approved by the WWT membership) at such a critical time in the history of WWFC and WWT is what has got a lot of members backs up. If you are unable to differentiate between securing Chairboys Funders borrowing against Trust assets and what has happened, then that's your lookout.

    Trevor Stroud's declaration at the meeting on Monday and such future arrangement will be brought to the members is welcome, though whether that is now a moot point if we cease to have a controlling stake in the club is another matter.

  • @DevC said:
    Could I ask for a couple of clarifications please
    1) why are some so exercised about this charge but not about the other two charges that currently exist on the stadium
    2) faced with a cash hole that presumably meant the wages wouldn’t have been paid, what would you have done instead?

    1. The reason is that unlike the American investors the other two charges are by parties who do not have and are not seeking (as far as I am aware) a controlling stake in the Club. The danger is that once the American investor take control of the club, they can potentially ramp up the loans and debt against the Club's ground until it becomes totally unsustainable and impossible to pay off. That ultimately will result in the Club losing the ground.
    2. It's difficult to answer that question as none of us, apart from the Boards of the Club/Trust and presumably the prospective investors, know very much about how deep the financial hole was/is. I suspect that they may have had little or no other options/alternatives, particularly bearing in mind the Club's poor credit worthiness, following the Steve Hayes era. However, it's still very underhand to have proceeded in taking out the loan with Americans and allowing them to take a charge on the ground in such a secretive way, without telling the wider Trust membership and particularly bearing in mind the devious way it was done to avoid infringing Rule 102.
  • The fact it was done so underhand, when the board should be representing the members interests and securing and protecting Adams Park for future generations. How any body can trust the present Chairman and 'power group' is beyond me.

  • Given Trust board directors read this forum, could someone please explain why they are working so hard on circumnavigating the 75% hurdle rate and on whose behalf?

    Are they doing this on behalf of the creditors, the Private Equity Investors, the Trust board or the fans?

    This is a very worrying development from the meeting on Monday.

    Mark my words, this will be played back to us as a " we told you this before."

    Stroud himself worked on this poison pill to protect us from exactly this situation.

    The previous board, including Mr. Beeks and Mr. Kane, struggled to understand the difference between a loan and a gift hence the situation that led to the creation of our fans-owned corporate structure.

    By happy coincidence, they are now also owners of the training ground.

    The trust board admitting they screwed up on the charge is yet another tangible example of why we need to change the personnel. And quickly.

    The slide about how the directors won't be taking salaried positions under the Private Equity Investors' highlights concerns while failing to address the real issue.

    Nobody is accusing trust directors of monetising their connections except, of course, the Chairman of the Football Club board and the Chairman of the Trust board who by happenstance works for the ex-Sporting director and current creditor.

    The Chairmen needs to follow the very guidelines he is so keen to impose on others.

    Suggesting that having the same guy being Chairman of both boards might change at some unspecified time in the future isn't good enough, given they admit it needs to change why can't we change it now?

    If cash is predictable which it is why didn't somebody at Football or Trust board level do something before when the board compared actual figures vs. budget on a monthly basis - why didn't they say something?

    And that is where the conflict of interest - still unaddressed to this day - exists!

  • I listened for 90 mins on Monday to the presentations and Q&A and didn't get any vibe that the board were trying to circumvent the 75% vote limit.
    One question was raised about maybe doing a legacy vote on agreeing a general majority investment and then opening the vote out to a more general one for who. If anything I remember Stroud saying we would need a 75% vote to remove the 75% vote.
    I also heard a promise that a minority investment requiring no vote in the rules would get a member vote to ratify.

    Where does this view come from that the board are trying to change the rules?

  • edited January 2019

    To be honest I am not really making a point @ReadingMarginalista , just trying to understand the level of disquiet. I agree there is some difference between an outside party and the chairboys funders. Less so in respect of the other charge to Mrs Kane, particularly if and when Mr Kane ceased to be. Personally I would see it as highly unlikely that the Americans would trash their reputation by exercising their charge even in the worst case - far more likely they would accept a staged repayment but of course that is pure speculation.

    @DefactoFan said:

    1. The reason is that unlike the American investors the other two charges are by parties who do not have and are not seeking (as far as I am aware) a controlling stake in the Club. The danger is that once the American investor take control of the club, they can potentially ramp up the loans and debt against the Club's ground until it becomes totally unsustainable and impossible to pay off. That ultimately will result in the Club losing the ground.

    I think that is a false understanding @DefactoFan. My understanding is that if the deal goes through, the existing debt is converted to equity and the charge removed. Any debt that the Americans create in WWFC after sale (if that is how it is structured) would have nothing to do with FALL unless the owners of FALL agreed at that stage to guarantee it then.

    This of course is one of those details that we need the detail of the bid to decide

    I don't think the problem the club has in raising loans from conventional sources (eg bank) is related to the Hayes era. That's way in the past now. Quite simply banks have been scared off loaning money to any lower league football clubs a) because they have an alarming habit of going bust b) if they do go bust, say Nat West have a huge reputational issue in the town of Crapsville and surroundings if they enforce their security against Crapsville United. Quite simply its not worth their while to advance the money.

    If as I think you are saying, you agree that there was probably little choice for the trust board but to accept the loan and the security from the Americans but that they communicated this very badly, I think I broadly agree with you. Disappointing but a failure of communication but not of substance is hardly a hanging offence surely.

  • @DefactoFan said:

    1. The reason is that unlike the American investors the other two charges are by parties who do not have and are not seeking (as far as I am aware) a controlling stake in the Club. The danger is that once the American investor take control of the club, they can potentially ramp up the loans and debt against the Club's ground until it becomes totally unsustainable and impossible to pay off. That ultimately will result in the Club losing the ground.

    The Bill and Jim charge is the third, outstanding, charge on Adams Park.
    The first was for Sandra Kane at the time that the Supporters Trust took over in 2012.
    The second charge was Chairboys Funders in 2013.
    Both of these charges precede the latest one so would get paid off first. This means that, were the money raised from the sale of Adams Park be not enough to cover the first two charges, Bill and Jim would get nothing.

    Pedants corner: The B&J charge is actually the fourth charge on the stadium and the Chairboys Funder charge is actually the third. This is because there was a second charge at the time of the creation of the trust in 2012. That charge was satisfied (paid off) in 2017.

  • @StrongestTeam Trust members have not been involved in any aspect of running the club - not even choosing the kit design or the song the team run out to, so working parties etc were never going to be considered.

    While the team are performing on the pitch and they are told the financials are healthy, most Trust members were happy to let the football club board get on with it.

    You watch the football, we'll run the club was how it was explicitly stated at a fans forum.> @Right_in_the_Middle said:

    I listened for 90 mins on Monday to the presentations and Q&A and didn't get any vibe that the board were trying to circumvent the 75% vote limit.
    One question was raised about maybe doing a legacy vote on agreeing a general majority investment and then opening the vote out to a more general one for who. If anything I remember Stroud saying we would need a 75% vote to remove the 75% vote.
    I also heard a promise that a minority investment requiring no vote in the rules would get a member vote to ratify.

    Where does this view come from that the board are trying to change the rules?

    I don't think it was a promise RITM, just mentioned that it could require a vote for minority investment.

  • @DevC said:

    I don't think the problem the club has in raising loans from conventional sources (eg bank) is related to the Hayes era. That's way in the past now. Quite simply banks have been scared off loaning money to any lower league football clubs a) because they have an alarming habit of going bust b) if they do go bust, say Nat West have a huge reputational issue in the town of Crapsville and surroundings if they enforce their security against Crapsville United. Quite simply its not worth their while to advance the money.

    If as I think you are saying, you agree that there was probably little choice for the trust board but to accept the loan and the security from the Americans but that they communicated this very badly, I think I broadly agree with you. Disappointing but a failure of communication but not of substance is hardly a hanging offence surely.

    I feel that many fair minded and sitting on the fence Trust members are likely to agree with this. I fail to see how changing the entire Board at a crucial juncture will assist the club or situation. All in the individual perception of course.

  • Distracted and posted above too early. I was going to add that I agree with the confusion created by TS being Chair of both Trust and Club but is/was there another willing candidate? The requirements placed upon an individual in these voluntary roles, are extreme, unforgiving and seemingly thankless.

  • @ValleyWanderer last sentence is almost certainly true!

  • @AlanB said:

    @DefactoFan said:

    1. The reason is that unlike the American investors the other two charges are by parties who do not have and are not seeking (as far as I am aware) a controlling stake in the Club. The danger is that once the American investor take control of the club, they can potentially ramp up the loans and debt against the Club's ground until it becomes totally unsustainable and impossible to pay off. That ultimately will result in the Club losing the ground.

    The Bill and Jim charge is the third, outstanding, charge on Adams Park.
    The first was for Sandra Kane at the time that the Supporters Trust took over in 2012.
    The second charge was Chairboys Funders in 2013.
    Both of these charges precede the latest one so would get paid off first. This means that, were the money raised from the sale of Adams Park be not enough to cover the first two charges, Bill and Jim would get nothing.

    Pedants corner: The B&J charge is actually the fourth charge on the stadium and the Chairboys Funder charge is actually the third. This is because there was a second charge at the time of the creation of the trust in 2012. That charge was satisfied (paid off) in 2017.

    Yes, I'm aware of that, but if there was the prospect of the Americans getting nothing out of the sale of Adams Park, then what would have been the point of them taking out the charge on the ground in the first instance?

  • I have replied to David Smith's e-mail this afternoon, which is copied below...

    "Thank you for providing a further explanation to the potential breach of Trust rule 102 and apologies for not having responded sooner.

    I am content with the explanation on a legal basis, however I share the view of many other Trust members that the spirit of the rule has been broken and that is very disappointing. Whether this is sufficient basis for applying for a Special General Meeting is a moot point and one I will consider going forward.

    In the meantime could you please confirm whether the loan facility provided by Bill Luby and Jim Collis was approved by both the boards of WWFC and FALL?

    Could you also please confirm that a realistic plan has been agreed to cover the loan facility and ensure Adams Park is protected?

    As a consequence of recent events some members might like the opportunity to amend some Trust rules as allowed under rule 49.1.1. Is there a General Meeting planned in the near future?"

    As mentioned above, applying for a Special General Meeting on this subject is a moot point. I don't believe there is enough support for a vote of (no) confidence on either this subject or minority and majority investment.

    I do think a meeting to discuss changes to rules 49.2.2 and 102 might be more appropriate. There also should be a discussion regarding the current situation which sees Trevor Stroud taking on the role of Chairman of both WWFC and the Trust.

  • @DefactoFan From the lenders point of view, it is always preferable to have some security than none at all. Personally I doubt whether they see that as a very likely way of getting their money back if their bid is rejected but purely subjective of course.

    What happens to existing debt (due to not just the Americans, but also to the likes of Chairboy funders, Kane, Howard, Beeks?) may well be a key differential between the Luby bid and any Harman bid. I have seen rumours that under the Luby bid, his debt and Howard and co will be converted to equity -clearing the debt from the clubs books. Whether this is true or not remains to be seen. Unclear at present what Harman intention is here. If the rumours about personal animosity are true, it does feel that a club majority owned by Harman with a large debt in place due to Howard feels a little unstable. Time will tell when more details of any bids are known.

  • @glasshalfempty Your current question to David Smith also needs the date that the Board agreed.
    Regarding his response to your first question. Although the Trust may not have made the borrowing. How did FALL agree the Mortgage Arrangement, with or without the agreement of the Trust Board. Also when was the date of the FALL agreement to accept the charge.

  • Wformation's point above is an important one.

    Do any of the techno intelligentsia know how to download the meeting onto this platform? The Q and A session certainly takes another look.

    Rumours the club took a bit of a pick and mix approach to questions which has happened to me before so if anyone could post a link to the meeting then everyone can make their own mind up.

  • Anyone who put their hand up was given the opportunity to ask a question so I don’t understand your point. Some of the emails and texts read out also asked searching questions.
    There are certain issues that deserve scrutiny but sometimes people criticise for the sake of making criticism.

  • I think the point was that the Facebook and email questions were filtered. No idea if that is true.

  • @Right_in_the_Middle said:
    I think the point was that the Facebook and email questions were filtered. No idea if that is true.

    They were filtered in the respect that not all of them were read to the representatives of the Trust. Only a select few. Not mine, may I add.

    It would have been impossible to do it any other way though.

    One guy on Facebook was incessantly asking a stream of grammatically atrocious sentences that made no sense. There's no way you could directly relay all questions asked via social media to Stroud and co. on stage in real time.

  • What was your question out of interest?

  • I asked two questions. One around the appropriateness of accepting a loan from a potential buyer, and the other was around whether they felt the spirit of the Trust rules had been broken by placing a charge on the stadium, even if it was legal.

Sign In or Register to comment.