| Club Statement (for shareholders, via email) 19:44 - May 27 with 26447 views | IOMDale |
Apologies if this is discussed elsewhere but the club have issued this statement tonight:
Rochdale AFC & Denehurst Park (Rochdale)
STATEMENT FROM CHAIRMAN ANDREW KELLY AND THE BOARD OF DIRECTORS TO RAFC SHAREHOLDERS
1. Update on Recent Developments
Ahead of the AGMs and EGMs to be held on Tuesday 1st June 2021, the board of directors would like to update shareholders with some important information.
Over the last two years, the board has held the view that to move the club forwards there is a need for outside investment. To have done nothing would have been negligent and would have placed the continuing existence of our proud football club at risk.
The Covid-19 pandemic has reset the world financially and, as a result, sustainability in the world of football is more challenging than ever. Even before that, as a Football Club operating at an elite level of professional football, we could not compete and thrive without the injection of significant amounts of money that are not open to us in the traditional way that we have been funded for 114 years.
We are currently one of less than ten percent of Football League clubs that isn’t owner-funded or major shareholder-controlled.
As a responsible board representing the Dale shareholders, who number over 300, we have looked at many outside parties who have presented varying levels of interest and associated proposals to become that new owner/investor.
Until very recently, none of the proposals tabled have been sufficiently detailed, credible or funded to a level necessary to ensure that the club is stabilised and developed to move us forwards.
The current board, in line with the wonderful previous board custodians over the past 114 years, only have the interests in the development and success of the club at heart and would not contemplate entering into an agreement that could potentially take us down the unsustainable path that other football clubs have sadly found themselves on.
Furthermore, the stringent tests now imposed by the EFL, with regards to owners and directors, are in place to ensure that such unsustainable situations like at those other clubs will never arise again. Not only is proof of funds required for any potential new owners and shareholders, but there are requirements to demonstrate how those funds were acquired and how they will sustain the club going forward. All of the parties that we are engaged in talks with fulfil those EFL requirements.
There has been a concentration by the board in the last four months to bring a conclusion to talks with genuinely interested parties that, if they were to acquire the club, would be to the betterment of RAFC. Commensurate with that, there has been a period of exclusivity with one interested party.
All parties involved wish to continue negotiations and due diligence in a confidential manner which is out of respect for the club. As a responsible board, we understand and respect this situation, but suffice it to say that throughout all the recent and continuing negotiations, we have been greatly impressed by the professional and knowledgeable approach taken at all times.
We can report that the level of investment and the short, medium and long-term plans that have been put forward represent something that this board has been seeking and the club has been in need of for several years.
We are aware of the current criticisms levelled at the existing board, but any potential new owners have confirmed that there will be a new structure introduced throughout the club should the negotiations continue to a successful conclusion. This new structure will be put in place as and when a full assessment has been concluded.
Relegation to EFL League 2 will undoubtedly influence important and immediate short-term planning but has not diminished the enthusiasm and desire to stabilise and develop RAFC over the next 5 years and to press the reset button to bring the club into the modern, post-covid, football world.
The plans discussed to date have featured greatly the urgent need to invest in Club facilities. Primarily, this includes developing first team training facilities, which can ideally become a first team, Academy and Community complex.
The second area of requirement is to invest in stadium refurbishments, both for football and non- football related development, with the third area of investment in on-the-field matters to achieve our ambitions of an immediate return to League One and to achieve greater sustainability as a football club.
At all times during the ongoing negotiations, we have been impressed by each party’s total understanding and respect for the fact that the supporters are the lifeblood of any football club.
2. The Next Steps
Due to the existing constitution of Rochdale Association Football Club Limited, there is currently no practical method of introducing the level of funding and associated control that is a pre-requisite of further negotiations.
This situation arises out of the fact that the present shareholding is so diverse, with the single largest holding representing only 21.87% of the current issued share capital.
In order to allow negotiations with the interested party to be taken to the next level, Resolutions 1, 2 and 4 need to be passed by shareholders at the EGM on 1st June.
Resolution 3 has previously been within the control of the board, but the authority to issue these shares expired in 2016, and was not renewed at that time.
Resolutions 1 and 2 would ensure that any investment will come directly into Rochdale AFC through the issue of new shares. If the board is unable to issue new shares, prospective shareholders could instead approach individual shareholders, which would see significant shareholdings being acquired with monies not benefitting the football club. This has happened in the last two years where a significant amount of money for shares has been transacted without benefit to RAFC. The new investment that is required would be put directly into achieving previously mentioned ambitions.
The board considers that this is an essential next step to allow development of the discussions with interested parties, who, with their vision, professionalism and passion, will be exactly what RAFC needs to not only secure the future, but to develop the club for the benefit of the supporters, the community and the town of Rochdale. Without having the authority to issue new shares, the board is effectively stifled in its ability to seek new investment and we are left in a situation where the status quo prevails.
Whilst the sensitivity and confidential nature of these ongoing negotiations needs to be maintained at this present time, the future transparency and engagement with the supporters on any offer can only benefit all concerned with RAFC.
If we can all work together to bring the passion, vision and investment on offer to the club, we are sure that RAFC will be in a very different place in years to come.
EGM Resolutions 1, 2, 3 & 4
1. THAT, in accordance with paragraph 42(2)(b) of Schedule 2 of the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008, the restriction on the authorised share capital of the Company be revoked and deleted from the Company’s memorandum of association.
2. THAT, subject to the passing of resolution 1, in accordance with section 551 of the Companies Act 2006, the directors of the Company (Directors) be generally and unconditionally authorised to allot shares in the Company up to an aggregate nominal amount of £348,521 (697,042 shares @ £0.50 per share) provided that —
a. this authority shall, unless renewed, varied or revoked by the Company, expire at not less than 5 years from the date this resolution is passed; and
b. all shares allotted pursuant to the authorisation hereby conferred shall be so allotted at no less than £6 per share.
3. AND, in the event that resolution 1 is not passed, in accordance with section 551 of the Companies Act 2006, the Directors be generally and unconditionally authorised to allot shares in the Company up to an aggregate nominal amount of £198,521 (397,042 shares @ £0.50 per share), which is the limit of the Company’s authorised share capital, provided that —
a. this authority shall, unless renewed, varied or revoked by the Company, expire at not less than 5 years from the date this resolution is passed; and
b. all shares allotted pursuant to the authorisation hereby conferred shall be so allotted at no less than £6 per share.
Special resolution
4. That, subject to the passing of resolution 2 or 3 and, in accordance with section 570 of the Companies Act 2006, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) pursuant to the authority conferred by resolution 2, as if section 561(1) of the CA 2006 did not apply to any such allotment.
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| Club Statement (for shareholders, via email) on 15:07 - May 28 with 4442 views | fermin |
| Club Statement (for shareholders, via email) on 13:00 - May 28 by D_Alien |
Absolutely. Look at the timing, both of the AGM/EGMs and the issuing of these statements, just before a bank holiday when most sensible people (probably including the majority of shareholders) will be trying to secure a spot in the sunshine with a cold drink rather than concerning themselves over Dale-related matters
The fact is, these next few days are possibly the most crucial in the club's history since the 1980 re-election vote
As it stands, it looks like 125739 shareholder votes are needed to prevent the passing of special resolutions. Anything short of that figure and we're in a right mess
Edit: just read kel's take on the timing - spot on
[Post edited 28 May 2021 13:05]
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Or maybe the Tommy Cannon shareholder vote later in the 1980s.
A few questions:
This may be a stupid question, but is it a majority (or 75% for motion 4) of all shares or a majority of the total shares used in the vote as in normal elections? In other words is an abstention effectively a vote against? This would mean the 35,000 of the late Jim Marsh is a vote against by definition as I presume they are not discounted from the total club shareholding on the basis that there is no-one there who can use them to vote either for or against. Hence if no-one turned up to the AGM/EGM or cast a vote apart from the directors then the share motions would fail automatically. On the other hand if it is a majority of shares used in the vote then in this extreme scenario the share motions would pass automatically.
I hope the club technology can cope with online voting and I also wonder how many less tech-savvy shareholders like myself there are as I had no idea how to vote via Zoom/Teams at the only other time I had to try. I have given my vote to a proxy to make sure I am counted.
Given the importance of the meeting is it being recorded either by the club or one of us?
An earlier poster mentioned 4 people who failed to take over Wigan. If it is one of these then are any of them any good? I do not know anything about the Wigan takeover. |  | | |
| Club Statement (for shareholders, via email) on 15:10 - May 28 with 4435 views | blackdogblue |
What if no one buys the shares, will the then go on open sale to raise money? |  |
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| Club Statement (for shareholders, via email) on 16:11 - May 28 with 4297 views | JoJoRafc |
Can you elaborate on the Jim Marsh shares please |  | | |
| Club Statement (for shareholders, via email) on 16:13 - May 28 with 4292 views | SuddenLad |
| Club Statement (for shareholders, via email) on 15:03 - May 28 by RAFCBLUE |
Very true; he could withhold his vote as could any shareholder.
It will be highly embarrassing for the current Board if their majority shareholder doesn't support their plan and for that reason I can't believe he would not do anything other than vote for the Board's plan. |
A major shareholder for sure, but hardly an active participant in anything that goes on at the club. He is as absent now as he was during his reign as Chairman.
Why should he vote to support the existing board when he has effectively distanced himself from them and from the club?
His apparent lack of interest (other than being a Dale fan like everyone else) doesn't bode well for those in the Boardroom. I wouldn't be confident that he will simply cast his vote in the way in which they propose.
I hope he abstains and allows a new dawn. |  |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| Club Statement (for shareholders, via email) on 16:22 - May 28 with 4268 views | RAFCBLUE |
| Club Statement (for shareholders, via email) on 16:11 - May 28 by JoJoRafc |
Can you elaborate on the Jim Marsh shares please |
Certainly.
Jim Marsh was a trusted club official who sadly passed away in May 2019.
He is still listed as a shareholder.
As the shares are not legally transferred and he is sadly deceased he will not vote or be legally able to appoint a proxy.
The Company's Articles of Association are very clear of what must happen to transfer shares of deceased shareholders and in what timescales so it can only be assume that is yet to happen and it won't happen before Tuesday's meetings.
The ownership had not changed as at June 2020 when the Company filed and can be seen at Companies House as filed (Shareholding 198). That makes them non-voting for the purposes of the Companies Act.
So although these shares exist in the 502,957 total they will not be casting a vote on Tuesday. |  |
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| Club Statement (for shareholders, via email) on 16:31 - May 28 with 4230 views | JoJoRafc |
| Club Statement (for shareholders, via email) on 16:22 - May 28 by RAFCBLUE |
Certainly.
Jim Marsh was a trusted club official who sadly passed away in May 2019.
He is still listed as a shareholder.
As the shares are not legally transferred and he is sadly deceased he will not vote or be legally able to appoint a proxy.
The Company's Articles of Association are very clear of what must happen to transfer shares of deceased shareholders and in what timescales so it can only be assume that is yet to happen and it won't happen before Tuesday's meetings.
The ownership had not changed as at June 2020 when the Company filed and can be seen at Companies House as filed (Shareholding 198). That makes them non-voting for the purposes of the Companies Act.
So although these shares exist in the 502,957 total they will not be casting a vote on Tuesday. |
The transfers have been made legally and correctly, and all confirmed as transferred prior to the meeting on Tuesday so will count. A lot has happened since June 2020!! | | | |
| Club Statement (for shareholders, via email) on 16:51 - May 28 with 4163 views | RAFCBLUE |
| Club Statement (for shareholders, via email) on 16:31 - May 28 by JoJoRafc |
The transfers have been made legally and correctly, and all confirmed as transferred prior to the meeting on Tuesday so will count. A lot has happened since June 2020!! |
That is new and positive news to me. Thank you.
The club next have to file the statement of shareholdings as at 14 June 2021. The current list does have a number of sadly deceased shareholders but good that Jim's can be used. | |
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| Club Statement (for shareholders, via email) on 17:05 - May 28 with 4118 views | AtThePeake |
| Club Statement (for shareholders, via email) on 16:31 - May 28 by JoJoRafc |
The transfers have been made legally and correctly, and all confirmed as transferred prior to the meeting on Tuesday so will count. A lot has happened since June 2020!! |
Isn't this a pertinent point re: Kilpatrick's vote too?
RAFCBLUE apologies if I'm misjudging this but you seem to suggest the board wouldn't be trying to pass these resolutions without Kilpatrick's support, but hasn't it been a year since they were proposed? A year in which he has left the club? Isn't it very possible that his stance has changed in the last 12 months? |  |
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| Club Statement (for shareholders, via email) on 17:16 - May 28 with 4092 views | RAFCBLUE |
| Club Statement (for shareholders, via email) on 17:05 - May 28 by AtThePeake |
Isn't this a pertinent point re: Kilpatrick's vote too?
RAFCBLUE apologies if I'm misjudging this but you seem to suggest the board wouldn't be trying to pass these resolutions without Kilpatrick's support, but hasn't it been a year since they were proposed? A year in which he has left the club? Isn't it very possible that his stance has changed in the last 12 months? |
Hi ATP,
Andrew Kilpatrick resigned on 18 February 2021 - just over three months ago. I'm working on the assumption this investor or at least the principle would have been know to him from Board meetings prior to stepping down and he was Chair when the original AGM should have happened.
Whilst it's possible he could have sold his shares it would be a very big shock (currently unannounced) and would be the type of private transaction the current Board are exceptionally critical of but you're very right that up to the actual votes on Tuesday anyone can have a change of heart.
I'd be amazed if these resolutions were a surprise to him though and very naive from the Board if that was the case because if he votes against them he has the power to kill off all of this. He'd definetely have to be supporting Resolution 4 for it to carry. | |
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| Club Statement (for shareholders, via email) on 17:19 - May 28 with 4078 views | boromat |
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| Club Statement (for shareholders, via email) on 17:26 - May 28 with 4056 views | RAFCBLUE |
| Club Statement (for shareholders, via email) on 17:19 - May 28 by boromat |
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This is good news. | |
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| Club Statement (for shareholders, via email) on 17:27 - May 28 with 4045 views | funkkk |
| Club Statement (for shareholders, via email) on 17:19 - May 28 by boromat |
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Hard to disagree with any of that. |  | | |
| Club Statement (for shareholders, via email) on 17:29 - May 28 with 4036 views | AtThePeake |
| Club Statement (for shareholders, via email) on 17:16 - May 28 by RAFCBLUE |
Hi ATP,
Andrew Kilpatrick resigned on 18 February 2021 - just over three months ago. I'm working on the assumption this investor or at least the principle would have been know to him from Board meetings prior to stepping down and he was Chair when the original AGM should have happened.
Whilst it's possible he could have sold his shares it would be a very big shock (currently unannounced) and would be the type of private transaction the current Board are exceptionally critical of but you're very right that up to the actual votes on Tuesday anyone can have a change of heart.
I'd be amazed if these resolutions were a surprise to him though and very naive from the Board if that was the case because if he votes against them he has the power to kill off all of this. He'd definetely have to be supporting Resolution 4 for it to carry. |
Cheers for that. I'm not expecting him to be surprised by the resolutions or to have sold his shares, I just suppose that a year on from the proposals originally being suggested that his stance could have changed dramatically, particularly with him no longer being on the board. I'm right in thinking these are proposals that were tabled for last year's EGM right? (Apologies, the majority of this stuff goes right over my head). | |
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| Club Statement (for shareholders, via email) on 17:30 - May 28 with 4026 views | dawlishdale |
| Club Statement (for shareholders, via email) on 17:19 - May 28 by boromat |
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Kind of echoes what I and quite a few others have been saying.
Also underlines what the Americans hinted at when they withdrew... the current Board at RAFC is out of it's depth when it comes to business strategy. | | | |
| Club Statement (for shareholders, via email) on 17:35 - May 28 with 3994 views | RAFCBLUE |
| Club Statement (for shareholders, via email) on 17:29 - May 28 by AtThePeake |
Cheers for that. I'm not expecting him to be surprised by the resolutions or to have sold his shares, I just suppose that a year on from the proposals originally being suggested that his stance could have changed dramatically, particularly with him no longer being on the board. I'm right in thinking these are proposals that were tabled for last year's EGM right? (Apologies, the majority of this stuff goes right over my head). |
Yes you are completely right these are the same ones as last year.
If Andrew Kilpatrick was also to vote against everything the Board had suggested too then effectively the CEO's position is untenable after the statement from Dan Altman. That would be three of the top 4 shareholders voting against. | |
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| Club Statement (for shareholders, via email) on 17:59 - May 28 with 3880 views | tony_roch975 |
| Club Statement (for shareholders, via email) on 17:26 - May 28 by RAFCBLUE |
This is good news. |
yes but - could also be seen as a tactically astute intervention by Dan & Emre in that supporting the line already taken by many fans/minority shareholders could be useful in obtaining future shareholders' approval if they 'offered again for the shares'. The usual cynicism on this Forum would remind us that Dan and Emre have made a significant investment in buying CD's shares; an investment which is in danger of being totally undermined if there is a large new shares issue to someone else. It's perhaps a pity they didn't make this proposal publicly when they were trying to take control in 2019/20. | |
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| Club Statement (for shareholders, via email) on 18:05 - May 28 with 3848 views | RAFCBLUE |
| Club Statement (for shareholders, via email) on 17:59 - May 28 by tony_roch975 |
yes but - could also be seen as a tactically astute intervention by Dan & Emre in that supporting the line already taken by many fans/minority shareholders could be useful in obtaining future shareholders' approval if they 'offered again for the shares'. The usual cynicism on this Forum would remind us that Dan and Emre have made a significant investment in buying CD's shares; an investment which is in danger of being totally undermined if there is a large new shares issue to someone else. It's perhaps a pity they didn't make this proposal publicly when they were trying to take control in 2019/20. |
Disagree.
They've expressed their position on the upcoming motions as a shareholder and informed they are voting against.
The fans don't control the club, the top 14 shareholders do.
If you take the statement practically they are say the for a takeover the price and the buyer should be clearly specified. That's a fair position to take. | |
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| Club Statement (for shareholders, via email) on 18:14 - May 28 with 3806 views | tony_roch975 |
| Club Statement (for shareholders, via email) on 18:05 - May 28 by RAFCBLUE |
Disagree.
They've expressed their position on the upcoming motions as a shareholder and informed they are voting against.
The fans don't control the club, the top 14 shareholders do.
If you take the statement practically they are say the for a takeover the price and the buyer should be clearly specified. That's a fair position to take. |
As I've already espoused it on this thread I think it's a fair position too - that wasn't my point. I was advising against a rose-tinted view of their intervention and that it could have more than one motivation. | |
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| Club Statement (for shareholders, via email) on 18:15 - May 28 with 3803 views | boromat |
| Club Statement (for shareholders, via email) on 18:05 - May 28 by RAFCBLUE |
Disagree.
They've expressed their position on the upcoming motions as a shareholder and informed they are voting against.
The fans don't control the club, the top 14 shareholders do.
If you take the statement practically they are say the for a takeover the price and the buyer should be clearly specified. That's a fair position to take. |
I don't know if it's just me but at the moment I feel more willing to trust Dan and Emre than the current board and that's saying a lot considering they were the ones we were all so worried about when they bought CDs shares. Obviously they are just looking out for themselves with the statement of intent but the board haven't helped themselves in the slightest.
Edit: this might be what Tony you're alluding to? Could show them in a more favourable light to the support base. [Post edited 28 May 2021 18:21]
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| Club Statement (for shareholders, via email) on 18:17 - May 28 with 3795 views | DevonDale |
There seems to be a lot of supposition (and Uncertainity) on here about who owns what shares, basing things on the last published Confirmation Statement from last year. One option is to request an inspection of the register of shareholders, which everyone (whether a shareholder or not) can ask to see. This should reflect the current shareholdings of the company.
The directors can only stop such an inspection by applying for a court order on the grounds that the request is not for a "proper purpose", with the onus on them to prove this to the court. In my view, with everything going on, this would very much be for a proper purpose. Failure to grant access to the register within 5 days of a valid request being made is a criminal offence. More on this here:
https://gateleyplc.com/insight/quick-reads/inspecting-company-registers-and-the- | | | |
| Club Statement (for shareholders, via email) on 18:36 - May 28 with 3710 views | RAFCBLUE |
| Club Statement (for shareholders, via email) on 18:14 - May 28 by tony_roch975 |
As I've already espoused it on this thread I think it's a fair position too - that wasn't my point. I was advising against a rose-tinted view of their intervention and that it could have more than one motivation. |
They have said they would like to propose some motions of their own but the Board have not engaged.
Their intervention here can only be judged against the motions proposed by the Board.
I'd welcome seeing more from them so it could be debated. I don't think you can say it's rose-tinted, good, bad or indifferent until it is seen.
What is clear is that they are at complete odds with our current Board. | |
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| Club Statement (for shareholders, via email) on 19:03 - May 28 with 3608 views | SuddenLad |
| Club Statement (for shareholders, via email) on 18:36 - May 28 by RAFCBLUE |
They have said they would like to propose some motions of their own but the Board have not engaged.
Their intervention here can only be judged against the motions proposed by the Board.
I'd welcome seeing more from them so it could be debated. I don't think you can say it's rose-tinted, good, bad or indifferent until it is seen.
What is clear is that they are at complete odds with our current Board. |
And they appear to have the best interests of the club at the core of their statement. | |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| Club Statement (for shareholders, via email) on 19:19 - May 28 with 3556 views | R17ALE |
| Club Statement (for shareholders, via email) on 18:17 - May 28 by DevonDale |
There seems to be a lot of supposition (and Uncertainity) on here about who owns what shares, basing things on the last published Confirmation Statement from last year. One option is to request an inspection of the register of shareholders, which everyone (whether a shareholder or not) can ask to see. This should reflect the current shareholdings of the company.
The directors can only stop such an inspection by applying for a court order on the grounds that the request is not for a "proper purpose", with the onus on them to prove this to the court. In my view, with everything going on, this would very much be for a proper purpose. Failure to grant access to the register within 5 days of a valid request being made is a criminal offence. More on this here:
https://gateleyplc.com/insight/quick-reads/inspecting-company-registers-and-the- |
The Trust have emailed the club asking for it, and I asked George the secretary for a list in person. Said he didn't have the authority to issue it and would need Board approval. I imagine he'll get it to us ASAP as we all prefer a clean and fair AGM. |  |
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| Club Statement (for shareholders, via email) (n/t) on 23:34 - May 28 with 3120 views | R17ALE |
Jim Fagan had about 5 of them! | |
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