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AGM, Annual Report and Financial Statements 2007

Wycombe Wanderers Football Club PLC
Notice of the 2007 Annual General Meeting and Annual Report and Financial Statements for period ending 30th June 2007

Wycombe Wanderers Football Club PLC has recently published annual accounts for the year ending 30th June 2007. The PLC's annual general meeting will be held in the Vere Suite on Thursday, 6th December 2007 at 8:00 p.m.

As a service to members, scanned copies of the following documents can be found below:

1. The AGM Calling Notice that includes the five resolutions referred to below;
2. A proxy form containing the resolutions that the Board hope to pass at the AGM, which may be used by shareholders unable to attend the meeting in person;
3. The Directors Report and Accounts to 30th June 2007; and
4. The minutes of the Second AGM of Wycombe Wanderers Football Club PLC that was held on 8th February 2007, which include the questions that the Trusts asked at the 2006 AGM in February 2007 together with the answers that were given.

Despite an estimated income of £441K from the Carling Cup run and pound; 531K from the sale of Roger Johnson and Kevin Betsy, the PLC still reported a loss of £698,964 for the year and as a result the Club has an even larger negative net value than last year. The Net Assets of the Club have been reduced to a negative -£2,236,785. For reference, the loss for the 12 months to 30/06/06 was £1,872,681 and the Net Asset value at 30/06/06 was -£1,537,821.

The Club continues to live beyond its means with the losses that are clearly unsustainable in the longer term, notwithstanding the fact that the current directors appear willing to fund the resultant negative cash flow with ever more loan notes. Loan notes outstanding were £4,175,556 at 30th June 2006 compared with £2,958,161 at 30th June 2006 and "just" £595,000 at 30th June 2005.

Even though it has been possible to fund the losses, the cost base of the Club appears to be greater than the business can support. As the Trusts observed last year, both this cost base and the negative asset value of the Club would greatly reduce the ability of the Club to continue to operate in the event that the ongoing losses were no longer to be funded by the directors.

In the Chairman's Report, Mr. Beeks states "… the long term solution to becoming financially self sufficient has to be with the creation of a new stadium. This will provide the impetuous [sic] for larger attendances and higher revenues for both Wycombe Wanderers and London Wasps.". In order for the Boards of the Trusts to take a view on this proposition, a business case will need to be presented that makes the financial viability of moving to a new stadium transparent and compares this course of action in a balanced manner with the consequences of living within the Club's means at Adams Park so that the relative risks and rewards can be appropriately compared.

In the interim, it is legitimate for shareholders to ask the directors how they are planning to stem the losses, turn them into profits and rebuild the positive asset base of the Club.

Shareholders are being asked to approve five resolutions at the AGM.
The Trusts' Boards believe that the five resolutions should be approved.
The ordinary resolutions 1 - 4 require a vote over 50% in favour to pass.
The special resolution 5 requires a vote over 75% in favour to pass.

In summary, the Trusts' Boards offer the following advice on voting:
 Resolution  Advice: Vote
 1
  For
 2
  For
 3
  For
 4
  For
 5
  For

Resolution 1: To receive and sign the Minutes of the 2006 Annual General Meeting.
The Minutes appear to be an accurate record of the 2006 AGM and include the questions that the Trusts asked at the 2006 AGM in February 2007 together with the answers that were given.
The Trusts' Boards advise shareholders to vote for receiving and signing the minutes.

Resolution 2: To receive and adopt the report of the directors and the audited accounts for the period ended 30th June 2007 (previously circulated).
The accounts have been audited and are likely to be accurate,notwithstanding the poor financial performance.
The Trusts' Boards advise shareholders to vote for receiving the accounts.

Resolution 3: To re-elect as a Director Mr. Stephen Edward Hayes, who is retiring by rotation.
Mr. Hayes has made a significant personal investment in the Club both in the form of shares and loan notes.
Together with the other directors of the PLC, Mr. Hayes is responsible for the current situation at the Club. It is appropriate that Mr. Hayes continue as a director to ensure that the Club is financially viable.
The Trusts' Boards advise shareholders to vote for re-electing Mr. Hayes as a Director.

Resolution 4: To re-appoint HW, Chartered Accounts as auditors of the Company and for their remuneration to be determined by the Directors.
HW, Chartered Accountants are a reputable firm of accountants, who can be expected to provide reliable accounts for use by shareholders.
The Trusts' Boards advise shareholders to vote for re-appointing HW, Chartered Accountants as auditors.

Resolution 5: Special Resolution: Article 13 Sub-Clause 13.3.1 Variations of Founder Share Rights (Page 12). Delete "Causeway Stadium" Insert "Adams Park"
This is a change that the Trusts requested to correctly name the stadium.
The Trusts' Boards advise shareholders to vote for replacing Causeway Stadium with Adams Park.

We hope that you find the advice above helpful.
If you are not a member of BOTH the Supporters and Founders Trusts then please join BOTH (subject to eligibility).
This is the best way to stay well informed about this and future debates at the Club and to ensure that your voice is heard on matters important to the future of the Club.

Application and eligibility details can be found via the links above.

Voting the Trusts' Holdings of Ordinary Shares and Founder Shares
The Supporters Trust and the Founders Trust will vote their holdings of shares according to the democratic majority wishes of each Trust's members. For clarity, the two Trusts will vote their shareholdings separately. The Supporters Trust will vote its holding of 100,000 Ordinary Shares and the Founders Trust will vote its holding of Founder Shares (105 shares as at 18th November 2007). Members may vote on these resolutions by either completing and returning the paper reponse form mailed to them or completing the electronic response form below.
Responses to be received by 5:00 p.m. on Tuesday 4th December 2007.

Download Documents

Notice of the 2007 Annual General Meeting

Form of Proxy

Annual Report and Financial Statements (** Beware this is a very large 4.4 MB file **)

Minutes of the second AGM on 8th February 2007

PLC Articles of Association

On-line voting for Members