| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE 11:14 - Feb 23 with 19723 views | judd |
Supporters meeting re: EGM
In agreement with the club, the Trust is holding an open meeting at the club this SUNDAY 25th FEBRUARY.
The meeting will be held in the RATCLIFFE BAR and will commence at 2pm with a planned finish no later than 4pm.
We are still working on how we can stream this meeting and allow supporters who cannot attend to hear what is being said and to email their own questions in.
There is no formal agenda.
We do not necessarily have all the answers but we are sure supporters will have all the questions and we will do our utmost to publish answers to anything we cannot answer on the day.
There will not be any club representatives at the meeting, so there will be an inevitable delay in getting some answers back.
[Post edited 23 Feb 13:50]
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| Fans meeting this SUNDAY 2pm on 18:51 - Feb 23 with 5152 views | wozzrafc |
| Fans meeting this SUNDAY 2pm on 18:06 - Feb 23 by RAFCBLUE |
In any shareholder vote under the Companies Act it is calculated out of votes cast both in person and by proxy not the theoretical total number of shares.
So it will be 75% of the votes cast.
The Trust will be casting whichever way it goes 131,391 votes either as "one hand" one shareholder or as 131,391 shares if it is a poll vote.
If on the night a particular motion does not get to 75% then it won't pass and things stay as they are
My point on the Trust's poll is that if it goes to a poll vote and the Trust votes "yes" to a motion then 131,391 shares will vote "yes" even if though some trust members will have votes "no" (and vice versa).
You'd imagine that Board will vote yes to all motions given they have proposed them so including the Trust (i.e. Trust plus Board as seven separate shareholders) have nearly 450,000 shares between them.
If they all vote one way then it would need shares totaling 150,000 for a motion not to succeed, notwithstanding other big shareholders might vote for. |
I get what you’re saying but your original point stated if the poll was 55 for and 45 against it would be against company law if the trust voted all their shares for.
I don’t think that is the case. The results of the poll for how the trust votes is a separate vote and is not bound by the clubs EGM resolution.
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The nuance is in the Companies Act since it takes 75% to pass the resolution but (I think) reading the Trust constitution it is 50%+1 vote to win. That's where the legal conflict comes.”
I can’t see there’s a legal conflict the trust poll is a ballot of it’s members on how they should vote, that may be covered in their rules about how they would vote at a club EGM I’m not sure. However that is guidance on how to vote.
The vote on the night which is a resolution at a club EGM which will need 75% to pass. This will be a show of hands or if required a poll of shares we where 75% of shares will need to pass the motion. If the trust decides to vote one way for their total shares then you are right it will have a big influence on how the final cards lie.
But I can’t see how the trust are legally bound to proportion their vote, unless there is something in the trusts rules. There are rules if a Trust EGM is called for a trust resolution and that would need 75% that is in the trust rules. But that’s not the case trust members haven’t called a trust EGM to discuss the issue.
Just to be clear I’m not saying the trust should vote one way. That’s for the trust to decide and as judd has said they will look at it. [Post edited 23 Feb 19:04]
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| Fans meeting this SUNDAY 2pm on 19:25 - Feb 23 with 5040 views | RAFCBLUE |
| Fans meeting this SUNDAY 2pm on 18:51 - Feb 23 by wozzrafc |
I get what you’re saying but your original point stated if the poll was 55 for and 45 against it would be against company law if the trust voted all their shares for.
I don’t think that is the case. The results of the poll for how the trust votes is a separate vote and is not bound by the clubs EGM resolution.
“
The nuance is in the Companies Act since it takes 75% to pass the resolution but (I think) reading the Trust constitution it is 50%+1 vote to win. That's where the legal conflict comes.”
I can’t see there’s a legal conflict the trust poll is a ballot of it’s members on how they should vote, that may be covered in their rules about how they would vote at a club EGM I’m not sure. However that is guidance on how to vote.
The vote on the night which is a resolution at a club EGM which will need 75% to pass. This will be a show of hands or if required a poll of shares we where 75% of shares will need to pass the motion. If the trust decides to vote one way for their total shares then you are right it will have a big influence on how the final cards lie.
But I can’t see how the trust are legally bound to proportion their vote, unless there is something in the trusts rules. There are rules if a Trust EGM is called for a trust resolution and that would need 75% that is in the trust rules. But that’s not the case trust members haven’t called a trust EGM to discuss the issue.
Just to be clear I’m not saying the trust should vote one way. That’s for the trust to decide and as judd has said they will look at it. [Post edited 23 Feb 19:04]
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I agree and think it's a massive grey area hence I wanted clarification as both a Trust member and a shareholder.
I can't see anywhere where the Trust can split its vote at the EGM so whatever the percentage outcome of the internal Trust poll the Trust in the votes is either voting 100% for or 100% against the motions, so two scenarios.
judd mentioned earlier the original Trust constitution is being transcribed and that might have the answer in it.
But on a binary basis from the Trust internal vote:
A 100% Trust "yes" probably means all the motions pass as alongside the Board that's nearly 60% of the voting shares. The little shareholders which are about 40% of votes will have no say at all.
A 100% Trust "no" probably means all the motions still probably pass if the Board vote for them but would depend on the amount of the 40% that say "no" too. On a round number basis circa 250,000 shares voting "no" probably means liquidation. Someone used the turkey voting for Christmas analogy earlier in another thread and its a good one. Does anyone want to be in the 250,000 shares that voted against the proposal with no funding after 31st March and no Plan B?
And not everyone will vote so the 75% is out of total votes cast, not the overall number of shares so the number of shares in either case will likely be a lower absolute number.
I guess a lot will come out of the upcoming fervent debate in the Ratcliffe on Sunday afternoon and the Trust's mission is to "strengthen the link between the supporters and the club" looks a hard ask when not everyone will vote for or against in one direction and the uncertain future will not be clearer until 7th March.
Would be good to have some formal Trust clarification on that just so we know in due course. |  |
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| Fans meeting this SUNDAY 2pm on 21:18 - Feb 23 with 4888 views | pioneer |
| Fans meeting this SUNDAY 2pm on 19:25 - Feb 23 by RAFCBLUE |
I agree and think it's a massive grey area hence I wanted clarification as both a Trust member and a shareholder.
I can't see anywhere where the Trust can split its vote at the EGM so whatever the percentage outcome of the internal Trust poll the Trust in the votes is either voting 100% for or 100% against the motions, so two scenarios.
judd mentioned earlier the original Trust constitution is being transcribed and that might have the answer in it.
But on a binary basis from the Trust internal vote:
A 100% Trust "yes" probably means all the motions pass as alongside the Board that's nearly 60% of the voting shares. The little shareholders which are about 40% of votes will have no say at all.
A 100% Trust "no" probably means all the motions still probably pass if the Board vote for them but would depend on the amount of the 40% that say "no" too. On a round number basis circa 250,000 shares voting "no" probably means liquidation. Someone used the turkey voting for Christmas analogy earlier in another thread and its a good one. Does anyone want to be in the 250,000 shares that voted against the proposal with no funding after 31st March and no Plan B?
And not everyone will vote so the 75% is out of total votes cast, not the overall number of shares so the number of shares in either case will likely be a lower absolute number.
I guess a lot will come out of the upcoming fervent debate in the Ratcliffe on Sunday afternoon and the Trust's mission is to "strengthen the link between the supporters and the club" looks a hard ask when not everyone will vote for or against in one direction and the uncertain future will not be clearer until 7th March.
Would be good to have some formal Trust clarification on that just so we know in due course. |
There is one way the trust can split its vote. That is by nominating two proxies and splitting the shareholding across the two proxies in accordance with the trust vote.
A fellow shareholder I know does this because his proxy is accompanied by a carer. Not trusting the club to necessarily allow a non proxy voter admission to the meeting he provides both the person and his carer with 50% of his shares as proxies. | | | |
| Fans meeting this SUNDAY 2pm on 21:46 - Feb 23 with 4833 views | judd |
| Fans meeting this SUNDAY 2pm on 19:25 - Feb 23 by RAFCBLUE |
I agree and think it's a massive grey area hence I wanted clarification as both a Trust member and a shareholder.
I can't see anywhere where the Trust can split its vote at the EGM so whatever the percentage outcome of the internal Trust poll the Trust in the votes is either voting 100% for or 100% against the motions, so two scenarios.
judd mentioned earlier the original Trust constitution is being transcribed and that might have the answer in it.
But on a binary basis from the Trust internal vote:
A 100% Trust "yes" probably means all the motions pass as alongside the Board that's nearly 60% of the voting shares. The little shareholders which are about 40% of votes will have no say at all.
A 100% Trust "no" probably means all the motions still probably pass if the Board vote for them but would depend on the amount of the 40% that say "no" too. On a round number basis circa 250,000 shares voting "no" probably means liquidation. Someone used the turkey voting for Christmas analogy earlier in another thread and its a good one. Does anyone want to be in the 250,000 shares that voted against the proposal with no funding after 31st March and no Plan B?
And not everyone will vote so the 75% is out of total votes cast, not the overall number of shares so the number of shares in either case will likely be a lower absolute number.
I guess a lot will come out of the upcoming fervent debate in the Ratcliffe on Sunday afternoon and the Trust's mission is to "strengthen the link between the supporters and the club" looks a hard ask when not everyone will vote for or against in one direction and the uncertain future will not be clearer until 7th March.
Would be good to have some formal Trust clarification on that just so we know in due course. |
It was the original club articles. | |
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| Fans meeting this SUNDAY 2pm on 21:57 - Feb 23 with 4791 views | 442Dale |
| Fans meeting this SUNDAY 2pm on 21:46 - Feb 23 by judd |
It was the original club articles. |
Well yeah, but can’t you change the 2004 Trust articles into modern day font too?
Disappointing if not. |  |
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| Fans meeting this SUNDAY 2pm on 22:19 - Feb 23 with 4744 views | judd |
| Fans meeting this SUNDAY 2pm on 21:57 - Feb 23 by 442Dale |
Well yeah, but can’t you change the 2004 Trust articles into modern day font too?
Disappointing if not. |
The current Trust articles are dated 2018. | |
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| Fans meeting this SUNDAY 2pm on 22:56 - Feb 23 with 4674 views | wozzrafc |
| Fans meeting this SUNDAY 2pm on 22:19 - Feb 23 by judd |
The current Trust articles are dated 2018. |
The current 2018 trust article replace all the original articles as its different act that governs mutual society.
I take offence that the 2004 articles are so bad. What’s wrong with Arial font 11!! | | | |
| Fans meeting this SUNDAY 2pm on 23:07 - Feb 23 with 4650 views | 442Dale |
| Fans meeting this SUNDAY 2pm on 22:56 - Feb 23 by wozzrafc |
The current 2018 trust article replace all the original articles as its different act that governs mutual society.
I take offence that the 2004 articles are so bad. What’s wrong with Arial font 11!! |
It was more the cave wall they’d been written on. | |
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| Fans meeting this SUNDAY 2pm on 23:13 - Feb 23 with 4634 views | wozzrafc |
| Fans meeting this SUNDAY 2pm on 23:07 - Feb 23 by 442Dale |
It was more the cave wall they’d been written on. |
Took weeks to chisel that lot!! Sandman was offended when he couldn’t counter sign it in pigs blood. | | | |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 16:31 - Feb 25 with 4304 views | 442Dale |
Thanks to the Trust for facilitating this meeting for supporters. Good to hear so many people asking questions the Trust will take forward and a real commitment for everyone to explore every option to enable the survival of our football club.
Looking forward to hearing more in the coming days. | |
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| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 16:53 - Feb 25 with 4147 views | nordenblue |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 16:31 - Feb 25 by 442Dale |
Thanks to the Trust for facilitating this meeting for supporters. Good to hear so many people asking questions the Trust will take forward and a real commitment for everyone to explore every option to enable the survival of our football club.
Looking forward to hearing more in the coming days. |
Can anyone there summarise a few of the points or questions, I planned on actually attending then when I saw there was a live stream I decided not to travel sadly, well done everyone for the organisation | | | |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 16:59 - Feb 25 with 4096 views | RAFCBLUE |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 16:53 - Feb 25 by nordenblue |
Can anyone there summarise a few of the points or questions, I planned on actually attending then when I saw there was a live stream I decided not to travel sadly, well done everyone for the organisation |
Same here. It was a shame about no Web link being possible, but these things happen.
It would be good for those who wanted to contribute and understand the issues to be able to do so and a summary of the discussion to be given to all members so their voting can be fully informed.
Exiled members represent c.30% of the Trust. | |
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| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 17:05 - Feb 25 with 4023 views | NorthernDale |
What was said, did the trust explain the options open and did they favour agreeing to the proposals put forward by the board or not. | | | |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 17:31 - Feb 25 with 3906 views | D_Alien |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 17:05 - Feb 25 by NorthernDale |
What was said, did the trust explain the options open and did they favour agreeing to the proposals put forward by the board or not. |
The Trust will take its view from its membership; the Trust Board may have a view but it shouldn't be used to influence its members (and it isn't doing that) but it can inform them, within the bounds of what's possible
I'm encouraged in that options aren't being foreclosed, in the way that the club BoD appear to want to limit them
And just to add: the meeting was conducted excellently, despite the technical problems
[Post edited 25 Feb 17:33]
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| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 18:21 - Feb 25 with 3638 views | Duckegg |
Regarding tbe supporters meeting what was the turn out like for a sunday afternoon... |  | | |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 19:00 - Feb 25 with 3442 views | realisticdale33 |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 18:21 - Feb 25 by Duckegg |
Regarding tbe supporters meeting what was the turn out like for a sunday afternoon... |
don’t know why people even bother turning up to these meetings. It should be up to SG to sort this mess out. I’ve accepted fate already and given up. We are done.. | | | |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 19:26 - Feb 25 with 3331 views | sxdale |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 19:00 - Feb 25 by realisticdale33 |
don’t know why people even bother turning up to these meetings. It should be up to SG to sort this mess out. I’ve accepted fate already and given up. We are done.. |
May I suggest that you change your username to Pessimistic Dale | | | |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 21:06 - Feb 25 with 2970 views | 49thseason |
Couldnt stay to the end this afternoon but was encouraged by the news that the club had 10 further enquiries last week and are still sifting through them with a couple already looking positive. I also thought the idea promoted by Simon Danczuk was interesting in that a financial expert had advised him that it might be possible to put a clause of some sort into the '"A" shares rights that prevented the owners from selling the ground, the main problem being that of couse it might prevent investors getting involved in the first place, maybe a time-limited clause preventing a sale of the ground within say 2 years or seasons of buying the shares might be acceptable in that it would give time to organise an alternative action by fans or a different investor, but I doubt it.
There were lots of " alternative options" suggested but the problem is the fast approaching deadline after which the club might be trading illegally as the Directors would (or should) know that the club does not have the cash to continue trading. As some of them are also Directors of other companies, the charge of "wrongful trading" could see them being banned from being a Director anywhere. Of course potential investors will know this too and play hardball accordingly....
As time progresses our options are narrowing rapidly, so from my perspective the opportunity to grab an investor at this eleventh hour is probably the only game in town, clearly the Board and the Trust will need to do as much due diligence as possible and even then its a gamble, but liquidation seems to be a certainty unless someone wins the lottery before the end of next month. I am happy to buy a ticket but I have only ever won 30p so....... |  | | |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 22:23 - Feb 25 with 2768 views | Sandyman |
Danczuk made sure to announce himself, and will no doubt mention his (short) attendance at today's meeting in the next few days. Last time I saw him at Dale was at a Dale Trust meeting prior to standing for election, with kids in tow. Today, he turned up, with young man in tow, prior to Thursday's by-election. Doubt we'll see him V Oxford City or ever again should attendance be required to support if he fails to be elected as MP. He made a reasonable point but doubt company law or potential buyers would wear it.
Thanks to George and the Trust for facilitating the meeting. As 49th says above, ^^^ in his/her final paragraph, our options apart from the ones on offer are zero. Reluctantly, as it stands today, I'll be voting FOR the club's proposals at the EGM. Others spoken to today feel likewise. The Trust's statement a few days back is the best encouragement we have to rebuild the club with owners who have a better idea how to run the club. [Post edited 25 Feb 22:26]
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| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 23:08 - Feb 25 with 2632 views | D_Alien |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 22:23 - Feb 25 by Sandyman |
Danczuk made sure to announce himself, and will no doubt mention his (short) attendance at today's meeting in the next few days. Last time I saw him at Dale was at a Dale Trust meeting prior to standing for election, with kids in tow. Today, he turned up, with young man in tow, prior to Thursday's by-election. Doubt we'll see him V Oxford City or ever again should attendance be required to support if he fails to be elected as MP. He made a reasonable point but doubt company law or potential buyers would wear it.
Thanks to George and the Trust for facilitating the meeting. As 49th says above, ^^^ in his/her final paragraph, our options apart from the ones on offer are zero. Reluctantly, as it stands today, I'll be voting FOR the club's proposals at the EGM. Others spoken to today feel likewise. The Trust's statement a few days back is the best encouragement we have to rebuild the club with owners who have a better idea how to run the club. [Post edited 25 Feb 22:26]
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Understand where you're coming from, but i'm not inclined to be making any decision at this stage
There's water that'll flow under the bridge, and that's my main take from today | |
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| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 19:25 - Feb 26 with 1618 views | RAFCBLUE |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 21:06 - Feb 25 by 49thseason |
Couldnt stay to the end this afternoon but was encouraged by the news that the club had 10 further enquiries last week and are still sifting through them with a couple already looking positive. I also thought the idea promoted by Simon Danczuk was interesting in that a financial expert had advised him that it might be possible to put a clause of some sort into the '"A" shares rights that prevented the owners from selling the ground, the main problem being that of couse it might prevent investors getting involved in the first place, maybe a time-limited clause preventing a sale of the ground within say 2 years or seasons of buying the shares might be acceptable in that it would give time to organise an alternative action by fans or a different investor, but I doubt it.
There were lots of " alternative options" suggested but the problem is the fast approaching deadline after which the club might be trading illegally as the Directors would (or should) know that the club does not have the cash to continue trading. As some of them are also Directors of other companies, the charge of "wrongful trading" could see them being banned from being a Director anywhere. Of course potential investors will know this too and play hardball accordingly....
As time progresses our options are narrowing rapidly, so from my perspective the opportunity to grab an investor at this eleventh hour is probably the only game in town, clearly the Board and the Trust will need to do as much due diligence as possible and even then its a gamble, but liquidation seems to be a certainty unless someone wins the lottery before the end of next month. I am happy to buy a ticket but I have only ever won 30p so....... |
Great post.
"As time progresses our options are narrowing rapidly"
Commencing tomorrow there are 34 days until the end of March and 10 days until the EGM.
It's also a good point you make about the Directors having other business interests.
Whilst getting involved in the club following the events of Summer 2021 were noble, the club is still a limited company and needs to be run like a limited company.
Why would you logically put your other long term business interests in jeopardy for the club when the direction of travel for lower league football is one of needing someone to subsidise annual losses?
Its interesting to hear that the tone changing about people voting for the club's proposals too. There is no guarantee of an investor completing an investment quickly, but the only chance the club has it to have a structure that at first makes such a deal actually possible. | |
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| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 19:51 - Feb 26 with 1517 views | 442Dale |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 19:25 - Feb 26 by RAFCBLUE |
Great post.
"As time progresses our options are narrowing rapidly"
Commencing tomorrow there are 34 days until the end of March and 10 days until the EGM.
It's also a good point you make about the Directors having other business interests.
Whilst getting involved in the club following the events of Summer 2021 were noble, the club is still a limited company and needs to be run like a limited company.
Why would you logically put your other long term business interests in jeopardy for the club when the direction of travel for lower league football is one of needing someone to subsidise annual losses?
Its interesting to hear that the tone changing about people voting for the club's proposals too. There is no guarantee of an investor completing an investment quickly, but the only chance the club has it to have a structure that at first makes such a deal actually possible. |
49thseason states he wasn’t there for the whole meeting. I wouldn’t like to comment whether he heard everything said.
Where are the specific examples of people who have displayed their “tone changing” outside Sandyman’s post? Because I’m not sure too many have said how they’ll vote, mainly down to the total uncertainty and requesting more information - something that the club should be all too willing to provide from the questions collected yesterday.
The tone i sensed yesterday was one of uncertainty but real hope that the meeting will lead to positive, informative responses from the club to assist all supporters and, most importantly, the football club. But I would never presume or assume, just my opinion which others may agree/disagree with.
Everyone I spoke to yesterday, would do anything to save their club and wants to find the best way forward to do that.
The “time progresses” point is very valid though. Shame that wasn’t given as much attention when time was passing over the last year and it was being pointed out over and over. | |
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| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 20:01 - Feb 26 with 1477 views | Rehsad |
New developments bring their own questions: Do all of the '10 new enquiries' have the same demands re: structure? I still think that a lot can happen over the next 10 days. | | | |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 20:04 - Feb 26 with 1466 views | RAFCBLUE |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 20:01 - Feb 26 by Rehsad |
New developments bring their own questions: Do all of the '10 new enquiries' have the same demands re: structure? I still think that a lot can happen over the next 10 days. |
True.
But the questions that are posed for the EGM won't change and that's what shareholders are going to be voting on next Thursday.
If further questions want to be asked of shareholders they are going to have to give 21 days notice and then let people vote on those too. | |
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| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 20:07 - Feb 26 with 1453 views | Rehsad |
| Fans meeting this SUNDAY 2pm - CHANGE OF VENUE on 20:04 - Feb 26 by RAFCBLUE |
True.
But the questions that are posed for the EGM won't change and that's what shareholders are going to be voting on next Thursday.
If further questions want to be asked of shareholders they are going to have to give 21 days notice and then let people vote on those too. |
If there is a significant development then the EGM would be cancelled. | | | |
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