AGM/EGM for PC's bid

[John Very Little]

The evening was split into 2 parts, the AGM and then the EGM and here's a (brief) summary:

AGM
Another loss of 122k last season (relegation from Conference) with the loss mainly covered by directors loans which increased another 109K to 354K (29K of the 109K was added to the St Andrews Engineering loan). The club reduced their main admin/overheads by 105K however the wage bill increased by 23K by trying to stay in Conf Prem. Pretty much all other income was down gates by 45K, Sponsorship by 37K, Donations by 11K, Community/Rental income and grants by 18K are the main examples.

Steve Leonard indicated that this cannot go on and that the membership model no longer provides the income required for the club to survive at this level and the club is probably only still here at this level due to the directors loans.
Russell Dodd was re-elected to the board and all the proposals to the Membership Rules were voted on were accepted. These included proxy votes being allowed at future meetings, a directors term to be 3 years before they are up for re-election and the AGM to be called before 15th December for the reporting period ending June that year.

The club can't afford to pay back the debentures in the present situation but all debentures are still valid and will be paid back if PC's bid succeeds. Since the start of this season the club have stabilised financially and haven't accrued any more debt. Finally the club were unsuccessful with the development bid as it was difficult to get the same funding in Conf North and a later bid option of Alfred Barrow School was chosen by the NHS as the one where the development would take place.

EGM
After a short break SL opened the EGM section of the meeting describing the history of PC's bid and how they got to the present situation. Now that PC has submitted a bid JL Winders will send out a voting pack next week that will contain a pre-paid reply envelope, a detailed proposal from PC, a letter from the current board and a voting slip with a resolution on which is basically 'Do you accept the transfer of the club and football registration to Paul Casson's new company'. Members will have 28 days to fill in their voting slip and get it sent back.

If PC doesn't secure 75% of the total membership voting for his proposal but a significant majority are in favour or people not returning envelopes prevents the desired majority from being achieved then the board will look at calling another EGM where the proposal will be voted on again. However this vote will only require 75% those in attendance (including any proxy voters now that motion was passed tonight) to vote for the motion. The club must demonstrate to the FA that a significant majority are in favour of the bid for the transfer to take place.

PC's bid is 600K and if successful he will put in a further 600K for the first 2 seasons which will be spent on ground improvements, infrastructure and an increased playing budget. The 600K bid money will go to current members club to pay off mortgage, debentures and creditors. However that is short of paying off all the creditors so the directors have agreed to suffer the remaining loss in agreeing that they won't get all their loans back. In addition PC will carry out a full structural survey of the ground paid for by himself. Steve Leonard has seen proof that he has the cash to do all of the above. As the board will lose out financially it was asked if people could forfeit their debenture money so that the present board would effectively get more of their cash back and this would be allowed.

After 2 years PC would then generate a further business plan and invite fans to buy shares with those who volunteer/help out at the ground in mind getting some but he would also be willing to get a supporters rep involved if any Supporters Trust were to be set up and he would encourage fans to join up to something like that. His board would have 8 people that would include himself and Jamie Reid as well as 1 of the present board members but couldn't name any names just yet. It was also mentioned that this would be a UK company formed and owned by Paul Casson. If the bid is accepted the FA would need to see that all the creditors are happy and that PC and his board members are all fit and proper persons before any transfer would be confirmed.

There were other questions about the deal and it was strongly intimated that the present members club which only has 450-500 members lacks the investment to carry on at this level and we've only got this far due to the directors loans, in addition they've only made a profit 3 times in the last 10 years. TK also said that PC's bid gives the club an opportunity for investment to be made and while there is the downside about PC being the sole owner if the present board didn't think it was a worthwhile bid they wouldn't have got to the stage we are now.

[Bigfathoss]

I don't think it could have been made any plainer after what was said tonight. It just reiterated and added flesh to what was said at the last meeting. If we want the chance to progress then we currently only have one choice. Tony said it. Steve said it (and quite frankly they are the voices of authority on the stage).
A vote against (or no vote at all) the buy-out will condemn us.

[boyliegladbach]

Got to be Casson in for me after tonight. I thought this all along but tonight confirms this.

[McMark]

The fact maybe is that we have two choices when it comes down to a vote. But in reality and if we want a sustainable future it was made obvious to everyone I hope, that Mr Casson has to take ownership of our club and lead us forward to a new era!

[barrowfan]

Were there many there?

[John Very Little]

Were there many there?

About 150 at a guess, they had a microphone but the chairs squeaked

On a more serious point it couldn't have been made any more clear that everyone wants the vote to be accepted as there is no other option.

[boyliegladbach]

Were there many there?

About 150 at a guess, they had a microphone but the chairs squeaked

Brian kept forgetting the microphone , and khayman opened a can and it was really loud.

[barrowfan]

Thanks for the info.

[spongebobsquarepants]

What's the club's total debt?

The Trust Deed protecting the debentures (of which Brian Keen is a trustee) states that the total club debt, secured and unsecured, cannot exceed £500k.

[barrowaberdeen]

Decent Summary Tidds and as everyone says it really is the only sensible option we have. I thought Steve laid it all out very very well, the summary at the start of he EGM especially.

Casson is clearly a decent man, has the money and has no hidden agenda re the ground because frankly what would be the point?

I think looking at a Supporters Trust at least gives us an opportunity down the line to have a bit more input again. Not sure about this volunteer credit thingy but quite open to the idea.

The only quibble I would have with all of the above is that Khayman made a noise opening more than one of his cans. Ratarsed.

[Kieran]

PC's bid is 600K and if successful he will put in a further 600K for the first 2 seasons

£600k per year for the first 2 years wasn't it?

[John Very Little]

What's the club's total debt?
The Trust Deed protecting the debentures (of which Brian Keen is a trustee) states that the total club debt, secured and unsecured, cannot exceed £500k.

The debts are over 600K but what do you expect the debenture holders to do about it? As long as the debenture holders will get their money back (no indication they won't as theirs is the second charge after the mortgage) then I can't see any action will be taken over it tbh.
Pretty much the only concern at present is getting PC's bid approved first time from 75% of the total membership.

PC's bid is 600K and if successful he will put in a further 600K for the first 2 seasons

£600k per year for the first 2 years wasn't it?

Perhaps I could have worded it better but that's what I meant, 600K bid for the club and 600K for the first 2 seasons.

[russell_anderson]

I was talking about this last week with a friend who has been watching Barrow for more than 50 years and much to my amazement he told me he will vote against the takeover. Not only that, he told me several of his BAFC supporting friends are going to do the same. His rationale was that he'd rather have a club in a lower division than no club at all because, although he has no objections to PC, he cannot see any future once PC dies as his children will to all intents and purposes be Americans who will have no interest in BAFC. I told him that I didn't see any future for BAFC withouth this takeover but he won't change his mind. I was very surprised as I had assumed that the only thing that could stop this takeover was the possibility of under 75% of people voting but after the chat I had with my friend I'm now not as sure as I was previously.

[Uncle Peter]

Basically the debts will be paid in the order below.

Mortgage
Debentures
Bank overdraft
Trade creditors
Unsecured creditors
Any other outstanding invoices

These will all be paid.

Last thing to be paid will be directors loans. If there is a shortfall the directors will take the hit. I can't say much more than that.

The big challenge is getting people to vote! Whether you want this or not, people need to ensure that they vote. Apathy is the worst case scenario, either this needs ratifying so Mr Casson can get on with his planning or, if it's rejected the existing board can crack on with continuing to stabilise the club.

We will be doing plenty of press encouraging people to vote.

Sent from my C6903 using Tapatalk

[mrsenario]

Not sure if I heard it stated somewhere but would the mortgage have been paid up in just 3 more years.....or is it a lot longer to run?

How much would this save the club(current regime) a month if so?