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Report on the Annual General Meeting of Wycombe Wanderers Football Club PLC

Thursday 4th December 2008

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Introduction
Trust Questions
Report on the Meeting
Q&A Session

Introduction

On Thursday 4th December 2008, Wycombe Wanderers Football Club PLC held its Annual General Meeting (AGM).

In advance of the AGM and as a consequence of the uncertainty surrounding availability of members of the PLC Board to attend the AGM the Club made a decision to refuse to take questions from shareholders attending the meeting.

The Trust’s Board, through its PLC Directors, made representations to reverse this decision.

It is the opinion of the Trust’s Board that regardless of circumstance an AGM should be conducted in line with best practice corporate governance and should afford shareholders their right to discuss and question the Club’s finances and affairs.

Further confusion followed. News broke of Steve Hayes’s (Club Managing Director & 25% shareholder) purchase of London Wasps RFC and his availability to attend the AGM. The Club subsequently informed shareholders that questions would be taken from the floor but only those pertaining to Steve Hayes’s acquisition of London Wasps.

The Trust’s Board recognise and appreciate the Club’s decision to allow questions on this important topic and found the debate to be constructive. However it must be observed that it is ironic at best when questions at a football club AGM are restricted to topics pertaining to a rugby club.

The Trust will continue to lobby for future AGM’s to be conducted in an open and transparent manner affording shareholders their right to ask questions and to discuss their interests within the PLC.

Ahead of the AGM, the Trust informed members and shareholders that questions would be taken from the floor on all topics. This was a mistake on our part and we would like to apologise to members and shareholders who attended the AGM on this premise and as a consequence felt they had wasted their time.

We welcome and applaud the Club for (provisionally) scheduling a meeting of Shareholders (ordinary and founder shareholders) on Thursday 12th February, with all members of the PLC Board and Peter Taylor being in attendance.

We look forward to the meeting and assume it will be structured in a fashion to allow shareholders the platform to firstly question the PLC upon it’s current affairs, ongoing strategy and finances before moving on to ‘talk football’ with Peter Taylor.

Ahead of the AGM, the Trust asked a number of written questions. Written responses were provided at the AGM but neither the questions nor the responses were read to the meeting. The questions asked and the responses received are given below together with a report on the meeting itself.


AGM 4 DECEMBER 2008 – TRUST QUESTIONS

1. What additional guarantees have been given to the auditors to avoid the need to qualify the accounts in any way?
The auditors requested two documents relating to the on-going trading of the Club. The first was an email from the Club’s bank, Lloyds TSB, confirming that there was no reason why the overdraft facility should not be extended for a further 12 months upon expiry on 28 February 2009. The second was a letter from Mr Steve Hayes confirming he would not seek repayment of his loan before 30 June 2009, and that he would continue to support the Club financially so that it could continue to trade as a viable and going concern business for the foreseeable future and at least until 30 September 2009.

Trust comment: These are the guarantees that the Trust's Board would expect. However, the Trust's Board would expect the existence of these guarantees to be included in the annual report and will be seeking an explanation from the auditors as to why they are not.

2. The Chairman’s report gives a projection of the financial loss for 2008/09 as being in the region of one million pounds. In the light of the current UK downturn, is this still the projected loss?
The gates to date have not been at the level that the Board had hoped. The current average gate of 4,634 is below the budget of 5,000, though with the excellent form of the first team it is anticipated that gates will increase. Commercial income from Sales & Marketing remains a challenging area. However, the budget was agreed assuming an exit from the first round of the FA Cup and with no League games being televised. Money from FA Cup winnings, from unbudgeted TV appearances and from better-than-expected Football League distributions will help offset commercial and gate revenue shortfalls. The actual financial result for the year will depend on other factors that can not yet be determined – for example league position. However, at this point in time the directors expect that the final year end result will be in line with the projection.

3. The projected loss of one million pounds represented a significant change to the loss of £1.7 million incurred in 2007/08. What are the specific revenue and cost saving opportunities that give rise to an opportunity to make such a large difference?
Extra revenues were mainly expected from Football League distributions, TV facility fees and from ticket price rises. A modest increase was also expected in non-matchday food and beverage income following the 31% rise last year. The biggest cost savings were projected in the Football Department, where last year the budget was significantly exceeded.

4. Will additional loan notes from Mr Hayes fund any cash loss this financial year?
Mr Hayes has confirmed to the Board that he is willing to fund any cash loss for the current financial year.

5. A resolution before the AGM invites members to elect Mr Pelley as a director of the Company:
5.1 What are the specific projects to which it is hoped Mr Pelley will contribute?
Mr Pelley has a business and marketing background. The Board intend to involve him in commercial negotiations, marketing and communication work and seek his opinion on other day to day operational matters.
5.2 What are Mr Pelley’s qualifications or experience that make him particularly suitable for these specific projects?
Mr. Pelley was employed for the last 9 years at loans.co.uk as both Operations Director and Marketing Director. In his latter role he worked closely with both Wycombe Wanderers and Watford Football Club. He helped grow loans.co.uk from a 30-people business to a 400-people business and was personally responsible for a £20m annual marketing budget.

5.3 Will Mr Pelley receive any remuneration for his duties at Wycombe Wanderers?
No

5.4 Does Mr Pelley vote on PLC Board matters?
No

6. The financial statements refer to an agreement between Mr Beeks, Mr Kane and Mr Hayes, under which none of the loans can be repaid without all three directors being in agreement.

6.1 Does the agreement cover all loan notes to date together with those anticipated to be issued in financial year 2008/09?
The agreement covers the level of loan notes at the year end. If the cash requirement projections based on current financial forecasts are correct then the current agreement is unlikely to cover the indebtedness to Mr Hayes at the next year end. This is a subject that the Board is currently addressing.

6.2 Is there any specified end date to the period of the agreement and, if so, what is that date?
There is no specified end date to the period of the agreement.

6.3 Is there any limitation to the agreement’s scope with respect to loan notes over a certain total and, if so, what is that total?
Please see 6.1.

6.4 What happens to the agreement in the event that either Mr Beeks or Mr Kane were no longer directors of the Club?
There is no specific provision for the agreement to be varied should Mr Beeks or Mr Kane no longer be directors of the Club.

7. Was Mr Hayes correctly reported in the Bucks Free Press on 14th November 2008 as wishing to convert his loan notes, of which £5.8 million are shown in the accounts as outstanding as at 30th June 2008, into shares?
Mr Hayes was approached by Dave Peters from the Bucks Free Press and during the interview was asked the direct question as to whether he would be willing to convert his debt into shares in the Club. Mr Hayes confirmed that this was something he would be willing to look at.

Trust comment: The Trust has previously issued a statement in response to the BFP article, it can be read on our web site by following the below link.

http://www.wycombewandererstrust.com/club-issues/statement-on-the-25-limit-to-individual-share-ownership-in-wycombe-wanderers/
8. Does the Board of Wycombe Wanderers Football Club PLC support the removal of the 25% limit on the holding by any one individual of the PLC’s Ordinary Shares, of which £3,999,500 are shown in the accounts as authorised as at 30th June 2008 and, if so, will the Board of Wycombe Wanderers Football Club PLC be placing specific proposals before Ordinary and Founder Shareholders to remove this limit?
This is not a subject that the Board has considered.

Trust comment: The Trust's Board will report to members if and when any specific proposals are made.

9. What is the current status of the possible development of a new stadium as referred to in the Chairman’s report?
The relocation of the stadium is a big and complex project and The Board are working closely with Wycombe District Council on this and making good progress. All parties are committed to trying to relocate the stadium in the longer term to a venue (within Wycombe) that is in the interests of the Club, our supporters and local residents.
The key to this at this stage is the Stadium Feasibility Study, led by WDC. This will look into a wide range of issues covering the suitability of a site – access, funding and planning issues being critical elements.

This stage will take some months to complete and the Board is hoping to start the process in the next few weeks providing that the preconditions to doing so, which are being negotiated, are satisfactory.

See comment after answer to question 11.

10. Does the PLC Board believe that it possible to breakeven at Adams Park?
The Board believes the finances can move closer to breakeven at Adams Park but that to actually achieve break even would be unlikely whilst retaining a degree of ambition within the Football League and avoiding possible relegation to The Conference.

See comment after answer to question 11.
11. Is there a significant financial advantage, relative to staying at Adams Park, in moving to a new stadium?
The Board would very much hope that in moving to a more modern and larger facility with greater profile, better access and more commercial offerings, that a business that is more sustainable and potentially more lucrative over the medium to longer term versus Adams Park can be created. Initial numbers suggest that there is the outline business plan to create the conditions to structure a financial advantage; the Board will need to wait until the Feasibility Study is concluded before we can confirm this with more surety.

Trust comment: The Trust's Board will ask to examine and question any financial projections, together with the assumptions underlying them, made to justify a move to a new stadium. Further, the Trust's Board believes that, as part of the fiduciary duties of its management of WWFC, the PLC Board should construct and share with the Trust's Board a budget to breakeven at Adams Park so that the risk and potential rewards of relocating can be properly evaluated. Only through such transparency could the Trust's Board offer advice to its members on whether or not this is something that should be supported or otherwise.

Report on the meeting

In attendance:
Members: A total of 75 members of the company (Ordinary and Founder Shareholders) including
PLC Directors and Company Secretary: Ivor Beeks, Keith Blagbrough, Stephen Hayes, Ian Mather, Andrew Pelley, and Keith Allen.
Seated at the Directors’ table: Alan Parry (WWFC Media), Neil Paterson (WWFC Head of Finance and a non-member), and Gary Hayward (HW, auditors, and a non-member).

1. Welcome / Introduction / Apologies for absence.
Ivor Beeks (IB) opened the meeting at 20:07. He remarked that the letter previously sent to members regarding the lack of a question and answer session at the end of the AGM was factual when it was sent as neither Stephen Hayes (SH) nor Brian Kane (BK) were able to attend at the time. As we could all see, SH had been able to change his arrangements. A question and answer session would therefore be held after formal business had been concluded, specifically to deal with the previous day’s announcement that SH is now the owner of London Wasps. It was announced that a shareholder’s forum will be held on 12th February 2009, with the Manager, Peter Taylor, also in attendance.

IB advised that the quorum was two voting members, and that since more than two people were in attendance the meeting was valid. IB was holding 31 proxies which, including the votes of SH and BK resulted in greater than 75% of the total ordinary shareholding.

Keith Allen (KA) had received apologies from BK, John Goldsworthy, Brian Lee and 27 other shareholders.

2. Resolution to receive the Minutes of the 2007 AGM.
Proposed by IB and seconded by Keith Blagbrough (KB), the resolution was approved unanimously.

3. Resolution to receive the Minutes of the EGM on 19th March 2008.
Proposed by IB and seconded by Ian Mather (IM), the resolution was approved unanimously.

4. Resolution to receive the Minutes of the EGM on 5th July 2008.
Proposed by IB and seconded by KB, the resolution was approved unanimously.

5. Resolution to receive the Directors’ Report and Audited Accounts.
IB reported that questions had been received prior to the AGM and answers to these prepared. The questions and answers would not be read out in the meeting, but copies were available for shareholders to take away at the end. No further questions could be raised in this regard at the meeting, and any further questions should be raised within 7 days of the AGM. Other questions would be taken away and responded to within 7 days. IB advised that no dividend would be declared.

Proposed by IB and seconded by IM, the resolution was approved with one proxy vote received against.

6. Resolution to re-elect Brian Kane.
Proposed by IB and seconded by SH, the resolution was approved with three votes against (two in the room and one proxy).

7. Resolution to elect Andy Pelley.
Proposed by IB and seconded by KB, the resolution was approved with three votes against (two in the room and one proxy).

8. Resolution to re-appoint Haines Watts as auditors.
Proposed by IB and seconded by IM, the resolution was approved with one vote against.

IB concluded the formal business of the AGM at 20:17.


Question and Answer Session on the announcement of the acquisition by Mr. Stephen Hayes of a majority interest in Wasps

IB resumed the meeting by expressing his personal congratulations to SH in the manner he has conducted himself in relation to the acquisition of London Wasps, and wished him every success in the future. He advised that he was pleased to have someone who can help Wycombe Wanderers Football Club (WWFC) on the Board of Wasps.

SH made a short statement asserting that he is a football person first and is only involved in rugby due to the enjoyment. He has invested in Wasps and can see possibilities for improvements in ticketing, food and beverage, stewarding and merchandising by using WWFC more.

SH believes WWFC and Wasps have the best relationship of all football and rugby clubs sharing a ground, and will be taking the opportunity to strengthen WWFC’s position in this relationship by becoming Wasps’ owner. He is not the Chairman of Wasps, and a Board meeting had not been held since he took over (Wasps have subsequently announced that Mr Mark Rigby, a former Wasps player has been appointed to the position of Chairman). The owner of the Club does not necessarily have to be Chairman; for example, SH has previously stated that he does not want to be the Chairman of WWFC.

SH claimed to have no rugby history and reasserted his claim to be a football fan. He wished to allay concerns about possible conflicts of interest, and stated that he will step back and let the two Boards reach a decision independently on particular issues where there is a conflict of interests.

Question from Bill Cleere – Does SH owning Wasps strengthen or weaken the position of WWFC?

Answer from SH –It strengthens the position with the Council as SH can now speak for Wasps. SH wants WWFC to progress, and will use Wasps to take them where we (i.e. he) want to go.

Question from John Reardon – What are the direct benefits to WWFC?

Answer from SH – The Council is very pleased with the development. It will enable us to maximise food and beverage income. When the stadium is full, Wasps will be able to use the CRM to re-sell tickets for season ticket holders who are not attending. It allows for easier negotiations.

Question from Alan Cecil – The Times stated that there could be “a possible new stand at Adams Park” to increase capacity. He would like an update on capacity and the access issue.

Answer from SH – There is no point contemplating a new stand until access issues have been sorted. There should be a development with the parking situation in the New Year, which is in fact more of an issue than access. There are unlikely to be any solutions to the access problem. This would only be a temporary measure before the move to the new stadium. There are cost implications to this, but not for WWFC.

Question from Bill Cleere – Will WWFC and Wasps be linked for the foreseeable future?

Answer from SH – This is a Board decision, but if necessary SH would hold a shareholders’ meeting to ensure the vote was passed. His son plays rugby at Tring and there is a different approach to many things. Peter Taylor has attended staff meetings with Ian McGeechan and Shaun Edwards. The main difference is whether something is a job or career. There are lots of things that WWFC can learn from Wasps.

Question from Andy Worboys – The name of the Club is “London” Wasps. Wouldn’t it be better financially for Wasps to be in London? They should have a London fan base, and Brentford have a 20,000 seater stadium.

Answer from SH – The majority of the fan base (80%) is in the HP postcode. Wasps have already moved quite a lot, and so there is no settled London fan base. It is believed that there may be some issues to be overcome with the new Brentford stadium (being built by Barratt Homes). You can’t build a stadium without support from the Council. No London Councils have come forward even though they know Wasps are looking for a new stadium.

Question from Colin Strange – WWFC don’t need a new large capacity stadium. Will SH take the views of WWFC supporters on board?

Answer from SH – He won’t just canvass WWFC supporters about the move, but the whole of the HW and surrounding areas. WWFC won’t always be a 2nd division club – there doesn’t appear to be any ambition. He wants to get us out of this league. The Asian community needs to be included in WWFC’s plans. He has been liaising with the Asian Business Council and has visited the Mosques; the biggest sport for Asian youth is football. The CRM should help to fill the stadium and make tickets more affordable. At the moment we have a 10,000 capacity and an average attendance of 4,500-5,000. A 10,000 attendance should be realistic.

Question from Joe McKenna – The Board has made a commitment to the new stadium move. How will WWFC get more money from this?

Response from IB – questions are only being taken on the previous day’s announcement that SH has bought London Wasps.

There being no further questions, IB concluded by stating that WWFC are having a great time on the pitch, and so now is the time to support the Club and that negativity is not productive.


posted in club-issues | 29.01.2009. 17:38

Comments:

#1 Wiltshire Blue 05.02.2009. 16:22

This is very informative, thanks

Maybe supporters would be allowed to ask Mr Hayes some questions at the next Wasps AGM instead!

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