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How Wycombe Wanderers Constitution Affects any new Stadium


CAN'T STAND THE WAIT?

By Speedy
May 19 2009

As many of you are aware as well as a supporter (& season ticket holder) of Wasps I'm also a supporter, season ticket holder and founder shareholder of Wycombe Wanderers. The subject of founder shareholders has previously been brought up in various threads on the message board mainly in those relating to a new stadium.
The subject of founder shareholders has previously been brought up in various threads on the message board mainly in those relating to a new stadium.

Just to explain what a founder shareholder is: we are group that were either members of the football club before its conversion into a PLC or people that have since joined the Founder Shareholder's Trust.

To be in either group you had to have a season ticket for at least 3 consecutive seasons. Failure to renew your season ticket will mean either giving up your personal Founder share (in which case it goes into the pot owned by the Founders Trust) or you will no longer be a member of the Founders Trust (until you have had a season ticket for the 3 seasons again).

There are a total of 500 Founder Shares. To the best of my knowledge around half (250) are held by the trust and the rest by individuals.

Founder Shareholders have the final say in a number of 'Enshrined Articles' within the Articles of Association.

These 'Enshrined Articles' are important safeguards that should hopefully protect the long term future of the football club.

To pass any changes to these enshrined articles a vote amongst the founder shareholders has to be held and a simple 51% majority have to vote in favour.

So how do these affect any new joint stadium with Wasps?

Well, a number of these safeguards are there to protect the ownership and location of the stadium for the football club.

The items that (I believe) affect a new stadium are as follows:-

  • Proposing any resolution proposed by the PLC to dispose of its interests in the football ground at Adams Park, including any proposal involving a sale or leaseback
  • Taking any action to sell, assign or dispose of a substantial part of the PLC’s business, property or assets
  • Taking any steps to relocate the business and playing activities of the football club outside of a 5 mile radius of the Adams Park

The third safeguard makes it quite obvious as to where the new stadium could be situated. Simply put, if any new stadium is built within a 5 mile radius of AP then we, as founder shareholders, will have no final say.

However, I believe the first two safeguards will mean that any new stadium WILL have to be agreed by the holders of Founder shares.

As you can see, as well as sorting out a location and funding for a new stadium, we, the Founder Shareholders of Wycombe Wanderers, have to believe it’s in the best interests of the football club.

This I suspect may become one of the trickiest parts of any new stadium. Many fans believe (rightly or wrongly) that a stadium any larger than our current one will become a millstone round our necks. Personally I don't believe anyone can make this judgement until we know a lot more regarding the details of a new stadium. The items I want to know before passing judgement on the whole scheme are: location, accessibility, and non match day income.

The final item may be the most important as any new stadium would of course be jointly owned by both Wycombe Wanderers and Wasps (I also suspect WDC and Steve Hayes as an individual will be part of a new stadium company), this joint ownership will of course leave a major hole in WWFC's income in future years and this will need filling by our share of any non match day income.

Hopefully this article explains some of the issues I've brought up in the past on threads regarding a new stadium.

Speedy

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How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: DrunkenWasps.com (IP Logged)
Date: 19/05/2009 18:45

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Heathen (IP Logged)
Date: 19/05/2009 19:34

Speedy - much appreciated.

(It has also given me some breathing space to complete Part II of the Season Review!)

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Causeway Pete. (IP Logged)
Date: 19/05/2009 20:09

Speedy - thanks and I'm always glad to hear from Wycombe fans despite my nomenclature.

On a technical point, during the Causeway days Wycombe wasn't a plc but was a trust whose liabilities were limited only by guarantee (i.e. the trustees were personally and severally liable). When and how did that change - it always struck me as a fundamental obstacle to progress.

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Speedy-New (IP Logged)
Date: 19/05/2009 20:40

CP

THe conversion happened in August 2004

Searching on the Chairboys on the Web site (the website part of the Gasroom) gives more details on the hows and whys of how this happened

Use the following links as a starting point

Conversion to PLC 1

Conversion to PLC 2

Maybe later on in the summer I could write another article (if enough people are interested) detailing some to the recent history of Wycombe Wanderers.

I intend in the next year to make a real effort to personally try and find some common ground between supporters of both clubs whereby the can present a united front over some of the issues that affect both groups.
Catering, bars, toilets etc.

Quite how this could happen I'm not entirely sure.

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: waspymatt (IP Logged)
Date: 19/05/2009 21:00

Thanks Speedy. Very interesting read.

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: James. (IP Logged)
Date: 20/05/2009 03:45

In the event of a new ground - the move complying with the various agreed covenants etc - what rights would the founder shareholders have with regards to that ground? Would their Founder Shareholder-ness effectively transfer?

===
James

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Speedy-New (IP Logged)
Date: 20/05/2009 06:10

James

I would answer yes to that. Regarding the change in location just replace the new grounds location as the new centre of the radius.

The other two items would have to stay IMO otherwise I know I wouldn't vote in favour of a move.
Even though we would own a smaller percentage of the ground it would still represent the football's club buggest asset.

I see the Gasroom have already found this article and at least one poster seems to believe I'm totally in favour of a new ground.
This is simply not true. As I've stated in he article until anyone knows much more of the detail of any new stadium scheme you really cannot make any decision whether it would be good for Wycombe Wanderers.

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: vw (IP Logged)
Date: 20/05/2009 07:07

Why would the football club want to move?

Adams Park is big enough for the forseeable future. Crowds just aren't large enough to justifya new ground.

The problem is without Wasps injection of cash, Wycombe would struggle - at least on the face of it. So Wycombe need Wasps to stay - and pay - at a ground that is far from ideal for Wasps and for our finances.

It will very interesting to see what Steve Hayes proposes. So far, and still, we are at the talking about talks stage. There have been great visions but no clear plans on how we move forward from here.

Judging by the apparent cost cutting in the playing squad, it looks as if money will be the deciding factor. I suspect that we are at Adams Park for a while yet.

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Dobbin (IP Logged)
Date: 20/05/2009 07:52

We've been shackled to a football club before. It didn't work then and I can't see it working now. If we move to a new stadium it has to be absolutely on our own terms.

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: fats (IP Logged)
Date: 20/05/2009 08:16

These things are never as simple as they seem.

What happens if the club goes into administration? What happens if it cannot meet its obligations? In circumstances like this the decision can get taken out of the hands of the shareholders so blocking moves might in the end backfire.

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: pds18464 (IP Logged)
Date: 20/05/2009 08:59

Its a rare old bind for a premier rugby team to be in being at the behest of a lower division football team who have no interest in moving from wycombe and little interest in moving to a bigger stadium than Adams Park

With Wasps reporting another 2 m loss last year and some of that going to rent the ground from WWFC it seems strangley contrary to developing Wasps into one of the top teams in Engalnd in the next decade that they are shackled by the football club and to a point the views of a few supporters of the football club.

Perhaps this is an explanation as to why SH has come into to consolidate a difficult situation and have some hope for getting hois cash back from his investments & loands to both clubs.

For those of us who are not footie supporters dont live near wycombe and arent called steven Hayes its a rum old state of affairs

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Speach (IP Logged)
Date: 20/05/2009 11:10

pds - I rather suspect the state of affairs are pretty rum if you are a footie fan living near Wycombe called Steve Hayes.

Not that I believe that would carry any weight with you.

There are some fundamental questions that WW need to consider regarding the future.

1. What is the realistic limit of their aspiration - Div 1 where they are for next season? Championship? Premiership? (the last one would be the answer from many, but a pinch of realism wouldn't go amiss!). This will determine their stadium requirements. The higher they are in the leagues, the more attractive they become for, shall we say, the less committed.

2. Crowds at Div 2 level are pretty small (circa 5k I believe in the case of WW) and hence unsustainable in their ground. Historically under their rising star managers (Martin O'Neill - I will need to wash now - John Gregory etc) the crowds were larger.

3. Are they actually commercially viable as a stand-alone entity - by which I mean without the support of the revenue generated by a major tenant? I believe, based on the loans etc outstanding, they probably are not.

4. Does Adams Park give a realistic opportunity for non-core revenue streams (conferences and the like) that many other teams/stadia use to balance the books? Even within the Wycombe area, I would suggest the location is hardly ideal to maximise the non-core revenue potential. Having said that, the way Wycombe has developed rather limits the opportunities to improve matters significantly. And there is the council and their agenda(s).

There's four to start with. Now I'll pop back up and actually read Brer Speedy's article. I may even find an answer or two there!

http://i611.photobucket.com/albums/tt196/trisports/Druid-03-june.gif

"Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat."
Sun Tzu



Edited 1 time(s). Last edit at 2009:05:20:11:15:51 by Speach.

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Trev's Big Tackle (IP Logged)
Date: 21/05/2009 20:52

I can see why WWFC don't want to share the ground with us. Have a look at the photo in the article... that pitch is a right mess!

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: avispa (IP Logged)
Date: 21/05/2009 21:22

Looks like a close season photo actually, but hopefully that was a tongue in cheek statement - because the pitch has been pretty good this year. But if not please bear in mind that we paid for it in the first place.

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Speedy-New (IP Logged)
Date: 22/05/2009 06:04

Speach

Let me answer a few of the questions for have posed.

1) Ambition - In the short term (next few seasons) a stable League One club is a good starting point. We were previously at that level of 10 consecutive seasons before relegation 5 years ago. So I see no real reason why we can't be a stable L1 team.
Beyond that then becoming a Championship team is possible. Look at Doncaster. A similiar sized club to WW

2)Crowds - last season we averaged 5400, next season we will be playing teams such as Leeds, Norwich, Southampton, Charlton plus localish teams as Swindon, MK, Brentford. I suspect you might be adding nearly a 1000 to that average attendance, and for certain games we might be edging towards the 10,000 limit.

3) & 4) - Non match day income / viability
THese two items are closer interlinked. Our non match day income already brings in a good deal of income through event and renting out the Vere Suite etc. This extra income helps but currently we survive in our current state with loan notes from SH.
Wasps to help balance the books and while there is no doubt no wasps would mean different sized budgets for all departments it certainly wouldn't mean (IMO) administration and the hell that brings.

Its the non match day income that makes any new stadium worth considering. If a new stadium didn't have additional facilities to raise the level on non match income then it is simply a white elephant and a pit into which money would pour that would be better spent to players etc for both clubs.

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: pds18464 (IP Logged)
Date: 22/05/2009 09:16

evn if it was somewhere and a facility that Wasps could double crowds in ?

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: waspernator (IP Logged)
Date: 22/05/2009 09:56

Fats is right, any shareholder rights probably vanish if the club goes into administration. Alternatively once any shareholder gets control of the club 9a majority of shares) he may be able to pass resolutions removing the rights of any other shareholder, incl founder shareholders.

It's a bit like a covenant on a property. They can seem foolproof but in reality can usually be removed. It's just a question of someone being willing to do it - eg spend the money on those lovely lawyers! Often a property covenant prohibits certain activity, the law usually decides this is unreasonable if a new landowner has a change of heart.

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Speedy-New (IP Logged)
Date: 22/05/2009 10:04

Waspernator

Founder shareholders are a 'special' breed really.

As well as the items I've already coered in my article another of the 'enshrined articles' we protect is one that states no one person or group (or even connected persons - never personally been quite sure what that means) can own more than 25% of the ordinary shares in WWFC plc.

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Speach (IP Logged)
Date: 22/05/2009 11:19

Speedy

Your answers to the the four points I raised are perfectly reasonable. As is the base article.

I hadn't realised it was a full 10 season period in L1 equivalent (old L2 if I remember rightly - in fact wasn't WW relegated to L2 from L2?)

The availability of improved non-match day revenue streams is fundamental to any proposal. I do wonder how any development would be funded, and how ownership would work. The whole thing is likely to be complex.

I think for there to be a realistic synergy in stadium capacity requirements, WW will need to target Championship level, and secure tenure there rather than being a visitor. This is a viable target, however will take investment to achieve. Even then, average gates could be only circa 10k or so. I think your estimate of +1k following this season's promotion is probably about right - I would guess 1-1.5k, but the economic troubles may make this optimistic.

With so many diverse interested parties, each with their own particular priorities/self interests, I do not see anything happening with any speed. There will be protracted discussions over any proposals, and I don't doubt some or all of the proposals will involve radical changes from the status quo. The fear of the new may be the biggest barrier of all - after all there are plenty of people in the mix who don't see anything broken needing fixed.

http://i611.photobucket.com/albums/tt196/trisports/Druid-03-june.gif

"Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat."
Sun Tzu

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: pds18464 (IP Logged)
Date: 22/05/2009 13:04

Does that include the man writing the cheques each year?

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Speedy-New (IP Logged)
Date: 22/05/2009 13:15

Quote:
pds18464
Does that include the man writing the cheques each year?

To what question?

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: pds18464 (IP Logged)
Date: 22/05/2009 13:19

'there are plenty of people in the mix who don't see anything broken needing fixed.'

To answer my own question I suspect Mr Hayes may have a view long term on how many large cheques he might write not withstanding what the founder shareholders rights are in the articles

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Speedy-New (IP Logged)
Date: 22/05/2009 13:35

many people believe (again rightly or wrongly) that a new stadium has been SH's long term goal from Day 1.

Its quite simple for Steve Hayes to stop writing cheques if he wants (though he does have a verbal agreement with the other WWFC directors that he will fund loses on a rolling 1 year basis)
However the day he does stop then he will simply to writing off all the monies previously paid into the club.

Quite where Wasps fits into this I'm not sure

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: pds18464 (IP Logged)
Date: 22/05/2009 13:43

Wasps have about 5m of outstanding directors loans too according to the last accounts

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: fats (IP Logged)
Date: 22/05/2009 14:16

Speedy why do you believe SH will just write off his loans?

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Speedy-New (IP Logged)
Date: 22/05/2009 15:07

fats

He would need to get the agreement of all the other directors to take money out of the club to repay his loan notes. Which put quite simply we don't have and in the anything like the near future we won't have.

His loan notes are currently in effect donations. But as we all know tax wise its best to describe these 'donations' as loan notes.

The only way SH (I suspect) will ever see any of his money again be it from Wasps or WWFC will be through revenue generated by a new stadium.

I feel an endless loop starting now........

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: fats (IP Logged)
Date: 22/05/2009 16:09

Speedy,

Thanks.

There have been instances similar to this where control has been changed by events precipitating a domino effect.

I have no beef one way or the other but I sense that matters might not be as "secure" as you believe if circumstances were to change. It's a bit of "he who rides a tiger cannot get off".

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Speach (IP Logged)
Date: 22/05/2009 18:20

Speedy

I think I understand the basic premise of the arrangement SH has with the other WW directors. Now, we could consider a scenario where SH calls a board meeting and says "Listen chaps, all our agreements pre-date this crash recession thing. Quite frankly it has damaged my net worth to the extent I can no longer fund things going forward. We need to find another suger daddy pronto. Oh, and there is one other thing. I need to call in the loans."

The consequences are either another benefactor(s) are found pronto, or the nightmare that is administration looms very large.

Wasps are of course in the same potential predicament if the value of their loan notes is as pds indicated.

The difference is, that circumstance at WW could force issues, and may give greater leverage to a minority view. Creates resentment and bad feeling, but like Newcastle on the stock exchange and Yanks at Manchester United, these things tend to die down after a while.

Just a thought.

Well, if nothing else we are living in interesting times.

http://i611.photobucket.com/albums/tt196/trisports/Druid-03-june.gif

"Strategy without tactics is the slowest route to victory. Tactics without strategy is the noise before defeat."
Sun Tzu

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: EssexWasp (IP Logged)
Date: 22/05/2009 18:48

Hello Speedy - good thread and thanks for explaining the situation. If WW were to go into administration, would SH end up owning/controlling the assets as he would be the largest creditor? If so, would Administration mean that all bets were off regarding any shareholder agreements etc.?
cheers
Mark

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Speedy-New (IP Logged)
Date: 22/05/2009 19:23

Mark

As long as SH keeps his funding going then administration won't / can't happen

He stops his funding we would be in the brown messy stuff

without SH there is little / no money in Wycombe so if he stops funding us then their is no way he gets to see his cash.

As I said before its sort of loop an endless

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: pds18464 (IP Logged)
Date: 25/06/2009 13:39

unless someone makes him an offer for all/ part of Wasps which gets all / most of his cash out of this one and leaves him with Wycombe.

Then they could move the club to a more appropriate location where the revenues could be more substantial ( assuming there is such a place(Sm159))

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: Dobbin (IP Logged)
Date: 25/06/2009 16:13

Quote:
Then they could move the club to a more appropriate location where the revenues could be more substantial ( assuming there is such a place(Sm159))

Leicester?

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Re: How Wycombe Wanderers Constitution Affects any new Stadium
Posted by: pds18464 (IP Logged)
Date: 29/06/2009 12:33

judging by the season ticket sales that seems one of them!

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