Trust Board Meeting 27th February '20
For those who might not have been aware - the first of the new style "open" Trust board meetings, at which paid up members of the Trust are invited to attend, listen and then ask questions, was held last Thursday (27.2.20). The minutes of that meeting have been produced in draft form and, although yet to be formally agreed and adopted by the Board, in the interest of transparency have been posted on the Trust's web site http://www.wycombewandererstrust.com (first item shown).
This extract from section 13 concerns me.
"DS clarified that the Trust had not been able to secure agreement with RC to the rent discount counting as a capital credit and discount period was extended to seven years".
Since FALL is a wholly owned subsidiary of the Trust, and any agreement to waive rent payable by WWFC to FALL for the use of Adams Park might logically be considered as a contribution to the fortunes of WWFC, I find myself wondering why the Trust have not been able to secure this agreement with Faliciana EFL Ltd.
And, if such an agreement has not been reached, why has the discount period been extended to seven years?
I concede that my understanding of this might be all wrong and, if so, would be very grateful to any fellow Gasroomers (is that the right word?) who may be able to shed some improved light on the matter.
I've never started a discussion before so please don't put the boot in too hard...
Comments
On the face of it you are right to be concerned.
The discount period is perhaps more understandable given the work the club needs to do on the ground. Indeed its not quite clear what the cash rent after now seven years from the club to the trust is supposed to be used for. frankly it is unlikely the Couhigs will still be here in seven years anyway
However the change such that the discount is not now used to offset against the trusts obligation to part fund losses is serious. trusts fundraising requirement assuming losses of even £500k per year is now £125k - probably in reality £200k. Cant see that happening in which case the Trusts 25% is likely to be diluted pretty quickly.
Disappointing.
I don't think there is enough information in the minutes to make much of a definate conclusion on this. I'll leave it to @DevC to speculate.
Probably why there was a delay in completing the sale. However, we were caught between a rock and a hard place, so what was the alternative available to the Trust other than to agree the variation to the rent discount provisions @DevC?
But to be clear, this point (acknowledging the rent holiday as a Trust contribution to any new share capital) was sold hard to the Membership at the meeting prior to the vote. Like the Mark Palmer thing, it's something that was part of the deal offered that is not now part of the reality.
Personally, it leaves a sour taste in the mouth that nobody on the Trust Board thought to mention this at the point of completion, when they were happily putting out messages of celebration.
I rather agree there was probably little choice for the Trust but to agree @mooneyman. They had the cash, we didn't and i always thought it was a surprising term anyway.
But while normally i am supportive of the trust board and the difficult job they have faced, I agree with @our_frank that I'm surprised that quite a material change was not communicated and indeed has only come out now because someone asked a direct question (according to the minutes).
For me the fact of the change is disappointing but probably unavoidable. The failure of communication re the change is disappointing and eminently avoidable.
Very disappointing all round. We’ll be luck to keep 25% past the first year.
We've got the ground, that's the key thing.
Throughout Stroud's tenure as chairman of the Trust, the provision of information to Trust Members was always kept to the bare minimum, so he was hardly likely to start communicating in his last few weeks!
In connection with this, there is a charge against WWFC Ltd that was registered at Companies House at the time of the majority share purchase that relates to the lease, with Feliciana EFL limited named as the entitled persons. I don't understand these things particularly well, but can anyone enlighten me on what that is about?
Links to specific webpages at Companies House don't seem to work on this forum when I have tried before, so I won't attempt to post one, but the summary details are:
_Charge code 0513 2509 0009
Created
21 February 2020
Delivered
2 March 2020
Status
Outstanding
Transaction Filed
Registration of a charge (MR01)
Persons entitled
Feliciana Efl Limited
Brief description
The lease dated 21 february 2020 between (1) frank adams legacy limited and (2) wycombe wanderers football club limited relating to adams park hillbottom road, sands industrial estate, high wycombe HP12 4HJ.
Contains fixed charge.
Contains floating charge.
Floating charge covers all the property or undertaking of the company.
Contains negative pledge._
Especially when he had already secured his place on the Club board and was about to resign as chairman of the Trust...
@DevC do you think raising 125-200k for the 25% is the right thing to do? Even if feasible?
@Uncle_T
That appears to be a debenture given by WWFC Ltd to Feliciana EFL Ltd, over all WWFC assets (which includes the lease on AP between FALL and WWFC, but probably not much else*) to secure facilities provided by Feliciana to WWFC. It is not a charge on, or against, Adams Park itself.
(*) I think I recall a Trust director once saying something along the lines that just about the only asset owned by WWFC was a photocopier.
So if I have this right, and I may well not, the removal of this rent holiday as a trust contribution means that if Felicia were to inject more capital (for instance they have persuaded Bill Gates to invest) we would have to inject 25% or lose shares. Could we block a capital injection to stop this?
Again am I right that if we were to hold less than 12.5% shares then we lose enshrined rights?
At that point, could Felicia then choose to build a new ground somewhere else, rename the club and so on- in effect do a ‘Franchise MK’.?
Madness though I think that would be on their part and indicative of a gross failure to read the English game could it mean FALL were left with an empty stadium?
I give it a year
Thank you @Cyclops
If, and I accept it's a big if, the Trust have agreed the rent holiday in return for investment in the infrastructure of the ground. Then isn't it rather unlikely that the first thing RC would want to do, after 7(?) years of investment in the infrastructure, is to move to a new ground? This assumes that the Trust hasn't matched the investment sufficiently to block such a move (which is quite likely I should think).
In any case, the reality is that other than MK which football clubs have actually moved away from their "home" supporters?
Also a move to, say Booker, could possibly solve the access issues - which we have little hope of solving in our current location - and allow us to sustain our, by then, Championship level status.
What I'm trying to suggest is that this arrangement isn't necessarily to the disadvantage of WWFC in the longer term. There are many ways to view the arrangement.
Agreed. I’m curious to know if I’m right that the new arrangement gives them the power to do this if more investment comes in.
Just wondering can some one translate this into layman's terms, I and maybe some others don't quite understand it.. Cheers.
That’s what I’m hoping for.
Isn't that the intention though?
As I understand it, the original deal proposed that the rent due from Feliciana EFL to FALL for use of Adams Park was waived and would constitute part of the 25% investment that the Trust needs to find each year to maintain 25% ownership of the football club.
This appears now not to be the case, which means that the Trust will have to raise a great deal more money each year to maintain a meaningful stake in the club.
@floyd Succinctly put. Of course the Trust only needs to find that money if there are new shares issued, but that is a near certainty if we continue to lose money at the present rate, as those losses have to be funded somehow.
Right @our_frank. I had a similar notion to yours about the ‘cheap’ nature of the original investment and too had assumed I’d missed something.
My concern from the very beginning has been that the Couhig’s whole plan is based on doing something that almost no football club is doing, that is, turning a regular profit. Unless something very unusual happens, we’ll need much more investment over the next 12 months.
And if we lose 25% ownership we lose enshrined rights? Or is that below 12.5% that happens. And is one of those rights that we play at Adams Park?
@mooneyman 12.5% is enshrined rights I think. The lease on AP was extended to seven years as part of the changed deal. I have a hard time believing the Couhigs would spend that amount of time investing in the ground to walk away from it. If they’re even here in seven years time.
Those who voted in favour on the basis that the Trust were in a good position to maintain their shareholding on the basis of the rent discount have every right to be outraged by this. Is there any information as to how much of a discount per annum is being afforded to WWFC by WWT? The total discount will be this figure multiplied by the seven years the discount is to run for, therefore the club will have been sold for the approx. £2m less this figure.
Steve Hayes ranting on Wanderers fans facebook page, he asks the question more than once, what are the Couhigs planning ?
Raising the question is a new stadium in the pipeline ? Could Booker be revisited ?
Mr Hayes seems very bitter that Couhigs could possibly benefit from the win fall that he missed out on.
Do you have a link? Can’t see it.
Thanks
https://www.facebook.com/groups/403265983688370/
Is that a new group?
I had no idea there was a private Facebook group. Not sure I can take it to be honest...