Type of meeting: The meeting will be held in-person.
Date of meeting: Thursday 7th March 2024.
Time of meeting: 7.30pm.
Place: The Ratcliffe Bars & Function Suite, Sandy Lane, Rochdale, OL11 5DR.
Members will be asked to consider and, if thought fit, to pass the resolutions contained in the Notice Of Extraordinary General Meeting ( click HERE to download).Or read full transcript below
CHAIRMAN’S STATEMENT
Chairman Simon Gauge has penned a statement on the EGM and proposed resolutions to shareholders (click HERE to download) or read full transcript below
APPOINTMENT OF PROXIES
Members of the company entitled to attend and vote at the meeting are also entitled to appoint one or more proxies to attend, vote and speak on their behalf. A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
To be valid, the full name of any proxies must be lodged at the registered office of the company no later than 48 hours prior to the time appointed for the meeting. Members should make proxies aware of their voting intentions and are responsible for giving them the relevant instructions directly.
COMMUNICATIONShareholders who have registered their email address with the club will be contacted directly within the next 24 hours with the relevant paperwork. For those shareholders who have not registered their email address with the club, the relevant paperwork will be posted out within the next 24 hours.
——————————-
Notice of Extraordinary General Meeting
ROCHDALE ASSOCIATION FOOTBALL CLUB LIMITED (“COMPANY”)
S Gauge (Chairman), G Courtney, T Pockney, M Knight, R Knight, J Wormald.
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of Rochdale Association Football Club (“RAFC”) will be held
as follows.
Type of meeting:
Date of meeting:
Time of meeting:
Place:
The meeting will be held in-person.
Thursday 7th March 2024
1930
The Ratcliffe Bars & Function Suite, Sandy Lane, Rochdale, OL11 5DR
Members will be asked to consider and, if thought fit, to pass the resolutions below. Resolutions 1, 3, 4 and 5 will be
proposed as special resolutions and resolution 2 will be proposed as an ordinary resolution.
RESOLUTIONS
Removal of Restriction on Authorised Share Capital – SPECIAL RESOLUTION
1. THAT, the restrictions on the authorised share capital of the Company set out in paragraph 5 of the memorandum
of association of the Company and paragraphs 44 and 45 of the Company’s articles of association are hereby
revoked and deleted so that the number of shares the Company can allot and issue will be unlimited.
Authority to Allot New Class of Shares and Class Rights
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 9,000,000 ordinary A
shares of £0.22p each in the capital of the Company having the rights and restrictions as set out in paragraphs 2.1,
2.2, 2.3 and 2.4 below 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 ordinary A shares allotted pursuant to the authorisation hereby conferred shall be so allotted at no less
than their nominal value.
2.1 On a return of assets on liquidation, capital reduction or otherwise (other than a conversion or purchase of shares
of any class in the Company), the assets of the Company remaining after the payment of its liabilities shall be
applied (to the extent that the Company is lawfully able to do so) in the following order of priority:
a) first, in paying to the holders of the ordinary A Shares, in respect of each ordinary A Share held, the price
paid for that ordinary A share and, if there is a shortfall of assets remaining to satisfy such payments in
full, the proceeds shall be distributed to the holders of the ordinary A shares pro rata to the aggregate
amounts due under this resolution to each such ordinary A share held; and
b) thereafter, in distributing the balance among the holders of all ordinary and ordinary A shareholders pro
rata to the number of shares held, as if they all constituted shares of the same class.
2.2 The holder of a majority of the ordinary A shares for the time being shall be entitled to appoint [four] persons to
be “A Share Directors” of the Company.
2.3 Subject to the minimum number of Director requirements under the articles of association of the Company, any
Director may at any time be removed from office by the holder of a majority of the ordinary A shares and the right
to appoint and to remove Directors under this resolution shall be a class right attaching to the ordinary A shares.
2.4 Section 561 of the Companies Act 2006 shall apply to the holders of any ordinary A shares and reference to
‘existing shareholders’ and ‘ordinary shares’ in that section of the Act should be read as ordinary A shareholders
and ordinary A shares and construed accordingly and the right of pre-emption under this resolution shall be a
class right attaching to the ordinary A shares.
Changes to Director Rotation – SPECIAL RESOLUTION
3. THAT, the requirements within the Company’s articles of association for rotation of directors shall not apply to A
Share Directors and accordingly articles 85 to 93 should be read so that these provisions are amended or removed
so as to disapply this requirement in respect of A Share Directors.
Changes to Voting – SPECIAL RESOLUTION
4. THAT, the wording of articles 65 and 67 of the articles of association of the Company, be amended as follows.
‘65. At any general meeting every resolution shall be decided on a show of hands unless a poll is duly demanded and a
poll may be demanded in advance of the general meeting where the resolution is to be put to the vote or at a general
meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that
resolution is declared.
…
67. A poll may be demanded by the chairman of the meeting, the holder of any ordinary A shares, the Directors, two
or more persons having the right to vote on the resolution or a person or persons representing not less than one tenth
of the total voting rights of all shareholders having the right to vote on the resolution.’
Removing Requirement to Appoint an Auditor – SPECIAL RESOLUTION
5. THAT, the requirements within the Company’s articles of association for the Company’s accounts to be audited
and for the Company to appoint an auditor to be removed and accordingly articles 118 to 124 of the Company’s
articles of association be deleted and that Wyatt Morris Golland Ltd shall hold appointment as auditor until the
next Annual General Meeting of the Company after which it is intended that no further appointment will be made.
Registered Office: –
The Crown Oil Arena
Sandy Lane
Rochdale
OL11 5DR
By order of the board
S Gauge
Chairman
20th February 2024
Chairman’s Statement On EGM
As you will see from the attached notice above, the club has called an EGM for Thursday 7th March 2024.
My fellow Directors and I became involved in the club following the EGM in June 2021, and I think it is fair to say that we would not have got involved had we been fully aware of what we were taking on. The finances of the club at that time were perilous. We were just exiting Covid, and the club had been relegated from League One. We would certainly have gone nowhere near the club had we been aware of the hostile takeover attempt that followed. Fighting this took a great deal of time and resource, and was a distraction from trying to arrest the downward spiral that the club found itself in both on and off the pitch.
This downward spiral led to the club facing a series of challenges, consecutively, that continue to threaten our very existence. Once a club of our size is on a descending trajectory with League One costs and reducing revenues, an injection of cash is needed to arrest the decline. We got this through the issue of shares. Unfortunately, this is an annual requirement.
That situation has not changed a great deal and the search for an investor has taken up a lot of my time over the past 14 months. We have come extremely close to securing investment on a couple of occasions but have never, for various reasons, got anything over the line. We have also spoken to many investors who have shown interest in the club but never proceeded.
On analysis, the main barriers to investment have been:
- The share structure. Investors want to be able to buy up to 90% of the club in one simple transaction.
- Where the investment goes. Investors want all investment to go directly into the club, rather than outside of the club, to individuals, by way of private share purchases.
- Club management. Overseas investors especially are frightened that they will be left to run the club from afar. They want some continuity during a handover period.
- Level of debt. Investors want agreements on the debt that the club is carrying.
- Financial situation. Investors want a plan to sort out the club’s immediate financial situation.
- Uneconomical leases. Investors are simply not prepared to subsidise these.
The club has one major asset, the stadium, but little else of financial value. It is asset-rich and cash poor. It has no cash to continue operating. I, like all of you, do not wish the club to disappear, so have been subsidising it over recent months and have in total loaned the club £566k. My family has done this to try and buy the time to find investment that can take the club forward. My family has now reached its credit limit and cannot continue to do this. An investor needs to be in place by the end of March.
We are in talks with interested parties, but they will not move forward un5l the condi5ons for investment are in place. In an ideal world, we would have an investor in place before calling the EGM, but we do not have that luxury of time. This EGM is essential to achieving the required conditions that an investor wants. If we move to a period of exclusivity with any party before the EGM, we will disclose this to shareholders.
The motion will create 9,000,000 new ordinary A shares.
We are looking for an investor to inject £2m to gain 90% of the club. This can be done in one transaction with all funds going to the club, addressing points 1 and 2 above.
I am prepared to convert my debt into equity and discuss with any investor a phased buyout of those shares if required. This partly addresses points 3 and 4 above. We are in talks with Rochdale Council to address the remainder of point 4 and point 6.
Finally, we are a long way into a cost-cutting exercise at the club to get us to a National League cost base and eradicate unnecessary expenditure. We will continue to make these tough financial decisions over the next month or so whilst protecting, as far as possible, the first team budget. This means that when investment is secured, growth can be achieved with a controlled cost base in place and all efforts can then be put into increasing revenues. This will address point 5.
Let me leave you in no doubt, this resolution needs to be passed at the EGM for us to have any chance of securing the required investment that will ensure the long-term future of our club. If it isn’t passed, the threat of liquidation at the end of March is very real. The passing of this resolution does not guarantee saving the club, but it will certainly give it a fighting chance.
The Statement on the Club official site can be seen HERE