| EGM + statement on 15:23 - Feb 22 with 3559 views | 442Dale |
| EGM + statement on 14:48 - Feb 22 by samueloneils |
Sorry if all credibility was lost by a reference to Brexit.
My point is that we need to narrow down to
Do we want to have a Club still trading after the EGM or do we accept that the Club as we know it is no more? Time has run out. Nero and Rome burning.
If we turn this solution down, what follows. No money in the coffers- only one answer.
We have been very clearly warned. |
What are the monthly costs that need to be met?
What are the incomings?
Let’s have the detail. (Something we should have been aware of a year or more ago so that other options could have been looked at)
The biggest problem here is that we’ve wasted time until reaching crisis point where a decision seemingly has to be made. That warning was made repeatedly here and via the Trust at meetings that were always vital, as was pointed out at the time.
And while it might be right to say we can’t keep going on about the past, we can, as has been pointed out, learn from history. We’ve done our utmost as supporters to try and get more clarity before we reached this point. Should we stop now just because someone decides it’s option A or option B? |  |
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| EGM + statement on 15:31 - Feb 22 with 3506 views | D_Alien |
| EGM + statement on 15:23 - Feb 22 by James1980 |
Some quotes from that PoF podcast
'For the shareholders, including the directors that spent half a million pounds getting out of the Morton House hostile takeover mess that money is in effect written off'
'The only way to get the club to a long term sustainable level is to develop that asset as well, two sides you can develop' He goes on to mention conferencing facilities, hotel and medical centre. The idea being that developing parts of the ground will provide an additional revenue stream to keep the club going. [Post edited 22 Feb 15:23]
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Where is the business case that it wouldn't prove to be an even bigger millstone round our necks? An hotel: for what purpose in that specific location? A new Hilton has just opened in the town centre, and appears to be doing okay so far, but a hotel amongst the terraced housing and council estates* of Spotland?? What's the attraction?
Nothing wrong with either, per se |  |
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| EGM + statement on 15:46 - Feb 22 with 3401 views | James1980 |
| EGM + statement on 15:31 - Feb 22 by D_Alien |
Where is the business case that it wouldn't prove to be an even bigger millstone round our necks? An hotel: for what purpose in that specific location? A new Hilton has just opened in the town centre, and appears to be doing okay so far, but a hotel amongst the terraced housing and council estates* of Spotland?? What's the attraction?
Nothing wrong with either, per se |
It was more in response to Nigel's 'ha ha charade you are, Simon esque response. SG clearly talks about developing areas of the ground as opposed to developing the ground. |  |
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| EGM + statement on 15:53 - Feb 22 with 3361 views | 49thseason |
| EGM + statement on 14:46 - Feb 22 by NigelWatson |
This is interesting - So, Gauge has already admitted on a podcast that he would be interested in re-purposing Spotland, using the stadium and/or the land around it for a new purpose. Has Gauge always been interested in operating hotels? As I've said countless times before, when somebody's actions do not match their stated objectives it's usually because their real objectives are different from their stated objectives. This is what the majority of Bury supporters overlooked, until it was too late. Time is revealing. I'm not convinced by Gauge's backstory, and I certainly don't trust the bloke. I don't think anybody could describe Gauge as being open and transparent. He has treated the fans with contempt. [Post edited 22 Feb 14:48]
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Prospective buyers will want to know what off- pitch options there might be for increasing earnings. This will be part of a new business plan, so suggesting there is room for a hotel, conference facilities or other buildings around the ground is simply adding to other options like a take-away operation out of the kitchens, or a new lottery, as we have already suggested and giving some ideas to a potential newcomer.
Lets be honest, buying the club simply to get hold of a couple of acres of brownfield is a complicated way to get building land especially when there are already 100s of new-builds going on the old Dunlop site and 1000s scheduled for along the M62, and once you have bought the ground you need to knock it down and then get planning permissions, all in the face of a couple of thousand angry supporters. It would potentially be chaotic. Why hasn't Dale at Bury knocked down the stands and built on it yet?
Lets stick to what we know and concentrate on what is happening and stop the conspiracy theories until such time as we get a solid inkling they might be true. The first problems to solve are the amendments to the Articles of Incorporation, and the likelyhood of attracting a solid investor. Shareholders will try to hold the Board to account and will need fully-baked reassurances about what might then happen. Unless one of us wins the lottery this weekend we are running out of options, and we are not alone. |  | | |
| EGM + statement on 15:57 - Feb 22 with 3345 views | 442Dale |
| EGM + statement on 15:53 - Feb 22 by 49thseason |
Prospective buyers will want to know what off- pitch options there might be for increasing earnings. This will be part of a new business plan, so suggesting there is room for a hotel, conference facilities or other buildings around the ground is simply adding to other options like a take-away operation out of the kitchens, or a new lottery, as we have already suggested and giving some ideas to a potential newcomer.
Lets be honest, buying the club simply to get hold of a couple of acres of brownfield is a complicated way to get building land especially when there are already 100s of new-builds going on the old Dunlop site and 1000s scheduled for along the M62, and once you have bought the ground you need to knock it down and then get planning permissions, all in the face of a couple of thousand angry supporters. It would potentially be chaotic. Why hasn't Dale at Bury knocked down the stands and built on it yet?
Lets stick to what we know and concentrate on what is happening and stop the conspiracy theories until such time as we get a solid inkling they might be true. The first problems to solve are the amendments to the Articles of Incorporation, and the likelyhood of attracting a solid investor. Shareholders will try to hold the Board to account and will need fully-baked reassurances about what might then happen. Unless one of us wins the lottery this weekend we are running out of options, and we are not alone. |
You do realise Bury play at Gigg Lane again? | |
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| EGM + statement on 17:08 - Feb 22 with 3017 views | 49thseason |
| EGM + statement on 15:57 - Feb 22 by 442Dale |
You do realise Bury play at Gigg Lane again? |
Yes but the assumption was that it would become a building site and the reason Dale got involved...... it hasn't.... So far... | | | |
| EGM + statement on 17:39 - Feb 22 with 2858 views | 442Dale |
| EGM + statement on 17:08 - Feb 22 by 49thseason |
Yes but the assumption was that it would become a building site and the reason Dale got involved...... it hasn't.... So far... |
The answer to the question “ Why hasn't Dale at Bury knocked down the stands and built on it yet?” is because he isn’t involved in the new Bury and has no claim or input over what happens at Gigg Lane.
May as well ask “why hasn’t Martin Edwards knocked down the stands at Old Trafford?” | |
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| EGM + statement on 17:42 - Feb 22 with 2835 views | RAFCBLUE |
| EGM + statement on 22:39 - Feb 21 by Mundell |
Thanks RAFCBLUE. I can’t recall what I said back in mid 2021, but it was probably that I felt Dale would struggle to compete sustainably without access to some form of owner funding, even if that was simply to help manage the inevitable cycle of operating losses. I certainly felt strongly that the golden age of the 2010’s was not a useful benchmark when thinking about the future because the club benefited from windfall revenues from transfer fees and cup runs and the team significantly outperformed its wage bill on the field of play. I haven’t changed my mind about any of this and, unfortunately, I’m not surprised by where we’ve found ourselves.
The question, of course, was and is what to do about this. The answer, in my view, was not fan ownership, per se, but some form of owner funding. As Simon Gauge has discovered though this is only likely to work if the funder has control. It’s not realistic to expect someone to pay the bills and develop the club while being unable to steer the ship. The challenge then is how to arrange this without putting the club’s future at risk. How can we avoid a bad actor or reckless owner?
We might get lucky, like Wrexham and Notts County (or even Stockport), but there’s no guarantee of that and caution is understandable. A model where the current shareholders (fans) own the real estate and rent the infrastructure to an owner/funder/operator has always seemed a reasonable compromise to me. Not only does it protect the real estate, but it means a third party owner can only make money by progressing the club on the field of play, aligning interests and significantly reducing the risk of a bad actor acquiring the club.
I haven’t changed my view about any of this. The club needs to find that owner funder though and that would have been much easier in League One or League Two than in the National League or, god forbid, in National League North.
I really do believe there wouid be value in the Board and the Trust having a blank sheet of paper discussion about options. It’s hard to have any confidence in the current leadership. [Post edited 21 Feb 23:04]
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Thanks Mundell.
That first paragraph is excellent, but in the UK we prefer to call it "property" rather than "real estate" 
Are you still in touch with Webbo at CAFC? The Charlton lot were very good to us last time. It is a shame it will be a few years before we play them again, unless the FA Cup is kind or someone calls Code Red. |  |
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| EGM + statement on 17:48 - Feb 22 with 2799 views | Dalenet |
| EGM + statement on 15:23 - Feb 22 by James1980 |
Some quotes from that PoF podcast
'For the shareholders, including the directors that spent half a million pounds getting out of the Morton House hostile takeover mess that money is in effect written off'
'The only way to get the club to a long term sustainable level is to develop that asset as well, two sides you can develop' He goes on to mention conferencing facilities, hotel and medical centre. The idea being that developing parts of the ground will provide an additional revenue stream to keep the club going. [Post edited 22 Feb 15:23]
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I know others have said it, but the site has commercial value for housing, and maybe health services/health centre. I have never bought into a hotel idea on a plot in a residential area that isn't on a strategic road. Rochdale has two major hotels and several budget ones. The Norton Grange is our best hotel, is often full, is well run and has plans to expand the number of bedrooms. It makes about £200k profit pa for its parent. The Hilton is 6 months old, is achieving 50% occupancy rates and will be loss making until it is more established. Anybody that thinks a hotel at Spotland will drive enough profit to keep the club afloat is smoking dope. It will be a white elephant and a distraction.
Commercially we haven't proven we can drive non football traffic to the stadium on a non matchday. It could be said we haven't proven we can drive it to Spotland on a matchday either. The Board or new owner has to focus on running the club and the stadium and have a better plan B to increase revenue. | | | |
| EGM + statement on 17:49 - Feb 22 with 2796 views | 442Dale |
| EGM + statement on 17:42 - Feb 22 by RAFCBLUE |
Thanks Mundell.
That first paragraph is excellent, but in the UK we prefer to call it "property" rather than "real estate"
Are you still in touch with Webbo at CAFC? The Charlton lot were very good to us last time. It is a shame it will be a few years before we play them again, unless the FA Cup is kind or someone calls Code Red. |
Ace.
I’m sure Charlton fans will express dismay at where we’ve ended up too. They lurched from one problem to another under various regimes as well.
Broken elephants and all that. | |
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| EGM + statement on 17:50 - Feb 22 with 2791 views | 442Dale |
| EGM + statement on 17:48 - Feb 22 by Dalenet |
I know others have said it, but the site has commercial value for housing, and maybe health services/health centre. I have never bought into a hotel idea on a plot in a residential area that isn't on a strategic road. Rochdale has two major hotels and several budget ones. The Norton Grange is our best hotel, is often full, is well run and has plans to expand the number of bedrooms. It makes about £200k profit pa for its parent. The Hilton is 6 months old, is achieving 50% occupancy rates and will be loss making until it is more established. Anybody that thinks a hotel at Spotland will drive enough profit to keep the club afloat is smoking dope. It will be a white elephant and a distraction.
Commercially we haven't proven we can drive non football traffic to the stadium on a non matchday. It could be said we haven't proven we can drive it to Spotland on a matchday either. The Board or new owner has to focus on running the club and the stadium and have a better plan B to increase revenue. |
Aparthotel and a music festival? | |
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| EGM + statement on 17:52 - Feb 22 with 2775 views | CockneyDale |
If someone wants to buy the Club and is aware - as they must be - of what is required to meet their stipulations, then it would surely be in their interests to agree to waive the NDA or at least vary its restrictions, in order to satisfy the worrying current shareholders.
Hopefully that could mean SG could share more and, even better, a trusted individual or body (the Trust) could talk with them and hopefully then reassure the rest of the shareholders/fanbase. For me, it just needs someone I trust to go "they're OK" and i'm in. The carte blanche permissions being sought worry me, as they did when Bottomley sought them (though I am in no way putting SG and DB in the same category).
The specific number of 90% worries me as I believe someone owning that much could compulsorily purchase the rest of the shares and do as they wished. Would 89% be a safer number for us yet still allow someone to take control? |  | | |
| EGM + statement on 18:07 - Feb 22 with 2698 views | EllDale |
| EGM + statement on 17:48 - Feb 22 by Dalenet |
I know others have said it, but the site has commercial value for housing, and maybe health services/health centre. I have never bought into a hotel idea on a plot in a residential area that isn't on a strategic road. Rochdale has two major hotels and several budget ones. The Norton Grange is our best hotel, is often full, is well run and has plans to expand the number of bedrooms. It makes about £200k profit pa for its parent. The Hilton is 6 months old, is achieving 50% occupancy rates and will be loss making until it is more established. Anybody that thinks a hotel at Spotland will drive enough profit to keep the club afloat is smoking dope. It will be a white elephant and a distraction.
Commercially we haven't proven we can drive non football traffic to the stadium on a non matchday. It could be said we haven't proven we can drive it to Spotland on a matchday either. The Board or new owner has to focus on running the club and the stadium and have a better plan B to increase revenue. |
And there’s the Royal Toby as well, always busy when I’ve been.
Not sure what they’ll think about a proposed new hotel as aren’t they still a partner of the club? | | | |
| EGM + statement on 18:16 - Feb 22 with 2625 views | RAFCBLUE |
| EGM + statement on 15:53 - Feb 22 by 49thseason |
Prospective buyers will want to know what off- pitch options there might be for increasing earnings. This will be part of a new business plan, so suggesting there is room for a hotel, conference facilities or other buildings around the ground is simply adding to other options like a take-away operation out of the kitchens, or a new lottery, as we have already suggested and giving some ideas to a potential newcomer.
Lets be honest, buying the club simply to get hold of a couple of acres of brownfield is a complicated way to get building land especially when there are already 100s of new-builds going on the old Dunlop site and 1000s scheduled for along the M62, and once you have bought the ground you need to knock it down and then get planning permissions, all in the face of a couple of thousand angry supporters. It would potentially be chaotic. Why hasn't Dale at Bury knocked down the stands and built on it yet?
Lets stick to what we know and concentrate on what is happening and stop the conspiracy theories until such time as we get a solid inkling they might be true. The first problems to solve are the amendments to the Articles of Incorporation, and the likelyhood of attracting a solid investor. Shareholders will try to hold the Board to account and will need fully-baked reassurances about what might then happen. Unless one of us wins the lottery this weekend we are running out of options, and we are not alone. |
The other reality coming is the age and conditions of the stands which tend to have a 30 year life.
Spotland was redeveloped heavily from the early 90's to I think 2000 when the Wilbutts opened.
As Man United fans are finding a 30 year old stadium starts to fall down, although our guttering issues last Saturday demonstrated that well.
When the time comes to renew the Main Stand, you'd do things a lot differently in 2024 than was done in the early 1990's naturally as the types of facilities available have improved over the years. | |
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| EGM + statement on 19:09 - Feb 22 with 2406 views | seasidedale |
| EGM + statement on 18:16 - Feb 22 by RAFCBLUE |
The other reality coming is the age and conditions of the stands which tend to have a 30 year life.
Spotland was redeveloped heavily from the early 90's to I think 2000 when the Wilbutts opened.
As Man United fans are finding a 30 year old stadium starts to fall down, although our guttering issues last Saturday demonstrated that well.
When the time comes to renew the Main Stand, you'd do things a lot differently in 2024 than was done in the early 1990's naturally as the types of facilities available have improved over the years. |
The stands and redevelopment of tHe sandy was paid for grants (well 90%) from littlewoods pools, there are no grants available now so new stands is well the list.
Also I am not sure if the chairman’s state is going to be more negative with investors, if they know we are going bust they can wait until then Gand get the ground for next to nothing | | | |
| EGM + statement on 19:27 - Feb 22 with 2308 views | RAFCBLUE |
| EGM + statement on 19:09 - Feb 22 by seasidedale |
The stands and redevelopment of tHe sandy was paid for grants (well 90%) from littlewoods pools, there are no grants available now so new stands is well the list.
Also I am not sure if the chairman’s state is going to be more negative with investors, if they know we are going bust they can wait until then Gand get the ground for next to nothing |
I didn't know that about Littlewoods Pools. I guess the modern day equivalent is the National Lottery fund but with grants there are no guarantees.
The process was covered on the Price of Football podcast and Kieran Maguire did that in laymens terms.
Essentially, there would not be Administration, because an Administrator would have to try and do the things that the club are trying to do now and have been doing since 2019.
So the procedural options, absent Administration are either:
(1) New capital into the business
(2) Liquidation
On (2), the liquidator would:
a. sell the assets the main one being the ground. The Price of Football podcast told us that the ground is worth between £4m and £6m and that the Directors have a duty (under the Companies Act) to ensure a market value so they are getting a valuation done.
b. use the proceeds of the sale of the ground to pay off all creditors. Practically that is going to be tax creditors (HMRC), unsecured loans (Gauge and Knight) and then trade creditors.
c. the surplus of asset proceeds minus creditors is due to shareholders. That would be done per share so every shareholder would get back something pro-rate to their holding.
Just running some basic number:
a. Sell the ground for £3m
b. Pay of creditors for £2m
c. Leaves £1m to circa one million ordinary shares so each share gets £1 each.
The club does not exist after liquidation. The ground would go to whoever buys it. | |
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| EGM + statement on 19:40 - Feb 22 with 2204 views | 442Dale |
| EGM + statement on 19:27 - Feb 22 by RAFCBLUE |
I didn't know that about Littlewoods Pools. I guess the modern day equivalent is the National Lottery fund but with grants there are no guarantees.
The process was covered on the Price of Football podcast and Kieran Maguire did that in laymens terms.
Essentially, there would not be Administration, because an Administrator would have to try and do the things that the club are trying to do now and have been doing since 2019.
So the procedural options, absent Administration are either:
(1) New capital into the business
(2) Liquidation
On (2), the liquidator would:
a. sell the assets the main one being the ground. The Price of Football podcast told us that the ground is worth between £4m and £6m and that the Directors have a duty (under the Companies Act) to ensure a market value so they are getting a valuation done.
b. use the proceeds of the sale of the ground to pay off all creditors. Practically that is going to be tax creditors (HMRC), unsecured loans (Gauge and Knight) and then trade creditors.
c. the surplus of asset proceeds minus creditors is due to shareholders. That would be done per share so every shareholder would get back something pro-rate to their holding.
Just running some basic number:
a. Sell the ground for £3m
b. Pay of creditors for £2m
c. Leaves £1m to circa one million ordinary shares so each share gets £1 each.
The club does not exist after liquidation. The ground would go to whoever buys it. |
Where is the information available that confirms the figure you quote under “b”? Please provide a link for all supporters.
“b. Pay of creditors for £2m”
Presumably “of” means “off” of/off course. [Post edited 22 Feb 19:44]
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| EGM + statement on 20:06 - Feb 22 with 2024 views | D_Alien |
| EGM + statement on 19:27 - Feb 22 by RAFCBLUE |
I didn't know that about Littlewoods Pools. I guess the modern day equivalent is the National Lottery fund but with grants there are no guarantees.
The process was covered on the Price of Football podcast and Kieran Maguire did that in laymens terms.
Essentially, there would not be Administration, because an Administrator would have to try and do the things that the club are trying to do now and have been doing since 2019.
So the procedural options, absent Administration are either:
(1) New capital into the business
(2) Liquidation
On (2), the liquidator would:
a. sell the assets the main one being the ground. The Price of Football podcast told us that the ground is worth between £4m and £6m and that the Directors have a duty (under the Companies Act) to ensure a market value so they are getting a valuation done.
b. use the proceeds of the sale of the ground to pay off all creditors. Practically that is going to be tax creditors (HMRC), unsecured loans (Gauge and Knight) and then trade creditors.
c. the surplus of asset proceeds minus creditors is due to shareholders. That would be done per share so every shareholder would get back something pro-rate to their holding.
Just running some basic number:
a. Sell the ground for £3m
b. Pay of creditors for £2m
c. Leaves £1m to circa one million ordinary shares so each share gets £1 each.
The club does not exist after liquidation. The ground would go to whoever buys it. |
Alternatively... the club could start "talking"* to the supporters/shareholders
An option was proposed yesterday evening by someone you appear to have had contact with in the past. Isn't it time the club stopped trying to railroad this situation and started liaising with the Trust (for instance) to explore other options - something they could've been doing since the Trust meetings organised last spring
* the usual means of communication, rather than broadcasting via media [Post edited 22 Feb 20:07]
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| EGM + statement on 20:47 - Feb 22 with 1850 views | RAFCBLUE |
| EGM + statement on 19:40 - Feb 22 by 442Dale |
Where is the information available that confirms the figure you quote under “b”? Please provide a link for all supporters.
“b. Pay of creditors for £2m”
Presumably “of” means “off” of/off course. [Post edited 22 Feb 19:44]
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My previous post very clearly said just running some basic numbers so just my estimates 442.
It doesn't matter how you do the sums really as long as at the end there is £1 more of assets than overall liabilities. The ground is more valuable than the liabilities, I think we all know that.
Effectively, on 20th February 2024 those providing subsidy are saying that they are not providing subsidy any longer from the end of March so the choices are stark.
The club won't be able to sell any season tickets now for next season (as it currently might not be trading so it would be wrongful trading to do so) and it would be against the Companies Act to continue to trade if it was not deemed proper. Same goes for sponsorship, same goes for anything that can be sold that goes past the 31st March 2024 when we might not be here.
If there Board of Directors think that there is a surplus of liabilities over assets (i.e. we are in negative territory) already then the club is wrongfully trading now and should cease trading immediately and call the liquidator now.
They clearly don't think that, hence the EGM.
Here's how a Member's Voluntary Liquidation would work:
https://www.gov.uk/liquidate-your-company/members-voluntary-liquidation
To enact that process, all a Board of Directors have to fully consider is if that can confirm that total assets less total liabilities is a positive number to distribute pro-rata for shareholders.
So as long as the sale of the assets pays all creditors and leave £1 then that is accepted and off it goes.
Here's how a Creditors Voluntary Liquidation would work:
Of course, there is such a thing as a Creditors Voluntary Liquidation whereby the creditors close everything down instead of the Board.
From what we all know there are two directors who are large creditors and possibly other creditors who would form to sell the assets and receive payments. The result is the same, assets sold, creditors paid and surplus still goes to shareholders.
https://www.gov.uk/liquidate-your-company/creditors-voluntary-liquidation
Next steps
The remaining choices/possibilities appear to be:
(A) Find a new party to continue subsidy for a longer period
(B) EGM motions are withdrawn (as happened at the June 2021 AGM/EGM)
(C) Shareholders vote and pass some or all of the resolutions
(D) Shareholders don't vote and don't pass some or all of the resolutions
(E) Other motions are proposed for an EGM (as happened by the Trust in 2021)
(F) Individuals sell their shares privately (as happened in 2021)
A proposed motion needs a certain level of shareholder support to actually be an EGM motion and give shareholders due notice.
Things that can't happen now:
(G) Other EGM motions can't be heard before the 7th March and would only be heard after the 7th March so would need another EGM.
(H) Appointment of new Directors by those not currently on the Board as that would require EGM.
Our last ever home game is going to be Maidenhead United on 23rd March 2024 as things stand, if these motions are not passed as the liquidation process starts effective immediately so all trade ceases immediately.
If the motions are not passed, a creditors liquidation might even start before the 23rd March 2024 as technically if it is known the subsidy goes then wrongful trading starts the point you know there is no future business.
There are 615 shareholders who get to decide, probably on a poll voting basis and a number by proxy. | |
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| EGM + statement on 20:49 - Feb 22 with 1833 views | 442Dale |
| EGM + statement on 20:47 - Feb 22 by RAFCBLUE |
My previous post very clearly said just running some basic numbers so just my estimates 442.
It doesn't matter how you do the sums really as long as at the end there is £1 more of assets than overall liabilities. The ground is more valuable than the liabilities, I think we all know that.
Effectively, on 20th February 2024 those providing subsidy are saying that they are not providing subsidy any longer from the end of March so the choices are stark.
The club won't be able to sell any season tickets now for next season (as it currently might not be trading so it would be wrongful trading to do so) and it would be against the Companies Act to continue to trade if it was not deemed proper. Same goes for sponsorship, same goes for anything that can be sold that goes past the 31st March 2024 when we might not be here.
If there Board of Directors think that there is a surplus of liabilities over assets (i.e. we are in negative territory) already then the club is wrongfully trading now and should cease trading immediately and call the liquidator now.
They clearly don't think that, hence the EGM.
Here's how a Member's Voluntary Liquidation would work:
https://www.gov.uk/liquidate-your-company/members-voluntary-liquidation
To enact that process, all a Board of Directors have to fully consider is if that can confirm that total assets less total liabilities is a positive number to distribute pro-rata for shareholders.
So as long as the sale of the assets pays all creditors and leave £1 then that is accepted and off it goes.
Here's how a Creditors Voluntary Liquidation would work:
Of course, there is such a thing as a Creditors Voluntary Liquidation whereby the creditors close everything down instead of the Board.
From what we all know there are two directors who are large creditors and possibly other creditors who would form to sell the assets and receive payments. The result is the same, assets sold, creditors paid and surplus still goes to shareholders.
https://www.gov.uk/liquidate-your-company/creditors-voluntary-liquidation
Next steps
The remaining choices/possibilities appear to be:
(A) Find a new party to continue subsidy for a longer period
(B) EGM motions are withdrawn (as happened at the June 2021 AGM/EGM)
(C) Shareholders vote and pass some or all of the resolutions
(D) Shareholders don't vote and don't pass some or all of the resolutions
(E) Other motions are proposed for an EGM (as happened by the Trust in 2021)
(F) Individuals sell their shares privately (as happened in 2021)
A proposed motion needs a certain level of shareholder support to actually be an EGM motion and give shareholders due notice.
Things that can't happen now:
(G) Other EGM motions can't be heard before the 7th March and would only be heard after the 7th March so would need another EGM.
(H) Appointment of new Directors by those not currently on the Board as that would require EGM.
Our last ever home game is going to be Maidenhead United on 23rd March 2024 as things stand, if these motions are not passed as the liquidation process starts effective immediately so all trade ceases immediately.
If the motions are not passed, a creditors liquidation might even start before the 23rd March 2024 as technically if it is known the subsidy goes then wrongful trading starts the point you know there is no future business.
There are 615 shareholders who get to decide, probably on a poll voting basis and a number by proxy. |
Read your first two lines and haven’t bothered with the rest yet, apologies.
Estimates based on what? Why mention HMRC?
Edit: having the decency to get to the rest and respond, you make an interesting point here:
<<“The club won't be able to sell any season tickets now for next season (as it currently might not be trading so it would be wrongful trading to do so) and it would be against the Companies Act to continue to trade if it was not deemed proper. Same goes for sponsorship, same goes for anything that can be sold that goes past the 31st March 2024 when we might not be here.
”>>
Bearing that in mind, would you care to offer an opinion on the effectiveness of the club launching an Executive Club on the 14th February, six days before the news about the EGM?
https://www.rochdaleafc.co.uk/news/2024/february/theexecutiveclub_feb24/ [Post edited 22 Feb 20:57]
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| EGM + statement on 20:53 - Feb 22 with 1812 views | D_Alien |
| EGM + statement on 20:47 - Feb 22 by RAFCBLUE |
My previous post very clearly said just running some basic numbers so just my estimates 442.
It doesn't matter how you do the sums really as long as at the end there is £1 more of assets than overall liabilities. The ground is more valuable than the liabilities, I think we all know that.
Effectively, on 20th February 2024 those providing subsidy are saying that they are not providing subsidy any longer from the end of March so the choices are stark.
The club won't be able to sell any season tickets now for next season (as it currently might not be trading so it would be wrongful trading to do so) and it would be against the Companies Act to continue to trade if it was not deemed proper. Same goes for sponsorship, same goes for anything that can be sold that goes past the 31st March 2024 when we might not be here.
If there Board of Directors think that there is a surplus of liabilities over assets (i.e. we are in negative territory) already then the club is wrongfully trading now and should cease trading immediately and call the liquidator now.
They clearly don't think that, hence the EGM.
Here's how a Member's Voluntary Liquidation would work:
https://www.gov.uk/liquidate-your-company/members-voluntary-liquidation
To enact that process, all a Board of Directors have to fully consider is if that can confirm that total assets less total liabilities is a positive number to distribute pro-rata for shareholders.
So as long as the sale of the assets pays all creditors and leave £1 then that is accepted and off it goes.
Here's how a Creditors Voluntary Liquidation would work:
Of course, there is such a thing as a Creditors Voluntary Liquidation whereby the creditors close everything down instead of the Board.
From what we all know there are two directors who are large creditors and possibly other creditors who would form to sell the assets and receive payments. The result is the same, assets sold, creditors paid and surplus still goes to shareholders.
https://www.gov.uk/liquidate-your-company/creditors-voluntary-liquidation
Next steps
The remaining choices/possibilities appear to be:
(A) Find a new party to continue subsidy for a longer period
(B) EGM motions are withdrawn (as happened at the June 2021 AGM/EGM)
(C) Shareholders vote and pass some or all of the resolutions
(D) Shareholders don't vote and don't pass some or all of the resolutions
(E) Other motions are proposed for an EGM (as happened by the Trust in 2021)
(F) Individuals sell their shares privately (as happened in 2021)
A proposed motion needs a certain level of shareholder support to actually be an EGM motion and give shareholders due notice.
Things that can't happen now:
(G) Other EGM motions can't be heard before the 7th March and would only be heard after the 7th March so would need another EGM.
(H) Appointment of new Directors by those not currently on the Board as that would require EGM.
Our last ever home game is going to be Maidenhead United on 23rd March 2024 as things stand, if these motions are not passed as the liquidation process starts effective immediately so all trade ceases immediately.
If the motions are not passed, a creditors liquidation might even start before the 23rd March 2024 as technically if it is known the subsidy goes then wrongful trading starts the point you know there is no future business.
There are 615 shareholders who get to decide, probably on a poll voting basis and a number by proxy. |
Why are you doing the BoD's railroading for them?
Just stop for one moment... it's already been established that the BoD are unable to maintain a contact list of shareholders. They were warned against this last year (twice) and have done NOTHING to try to update their register*
How many of those 600+ shareholders won't be contacted within the statutory timeframe? A case can be made for the EGM on 7 March being invalidated on these grounds. I don't know whether it'd succeed or not, but do the BoD want to take that risk? If not: they, and YOU - need to stop this railroading
*e.g. there are specific examples where shareholders have provided their email address to the club, and still not received the required notifications
[Post edited 22 Feb 20:58]
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| EGM + statement on 21:05 - Feb 22 with 1733 views | RAFCBLUE |
| EGM + statement on 20:06 - Feb 22 by D_Alien |
Alternatively... the club could start "talking"* to the supporters/shareholders
An option was proposed yesterday evening by someone you appear to have had contact with in the past. Isn't it time the club stopped trying to railroad this situation and started liaising with the Trust (for instance) to explore other options - something they could've been doing since the Trust meetings organised last spring
* the usual means of communication, rather than broadcasting via media [Post edited 22 Feb 20:07]
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From what I can see the club are talking to shareholders. They've just called another EGM.
This EGM is the third shareholder meeting this season after an EGM in August 2023 and an AGM in December 2023. The other two were well attended and the motions relating to funding (charging the ground as security) explored.
And sorry to be technical, but this debate over the next six weeks will not be about football visions it will be about Company Law, namely continuing to run a company legally.
The only options to remain legal look like either pass the motions (and then find an investment) or a liquidation follow (either members voluntary or creditors voluntary).
There are 615 shareholders who appoint the Board to run the Company and get to vote, most likely in the proportions to which they own shares in the club and on a poll vote basis.
There will be significantly more supporters who love this club than 615 shareholders but legally if you're not a shareholder you don't have a vote.
The Company has to abide by the rules of the Companies Act 2006.
The Company has just announced that its known funding source ceases at the end of March 2024.
The Company doesn't have Administration open to it because the Administrator can't do anything else that the Board of Directors are not already doing for shareholders and creditors.
49thseason has summarised this better than anyone and we all know that this search is now in its 5th year having been started in 2019.
The value of the property asset is more than the liabilities of the club. We are asset rich, cash poor and cash is reality.
There is 38 days of funding left from midnight from friendly funding sources and then that's it. | |
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| EGM + statement on 21:09 - Feb 22 with 1702 views | 442Dale |
What the hell happened to Rochdale AFC?
History remembers. | |
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| EGM + statement on 21:14 - Feb 22 with 1662 views | D_Alien |
| EGM + statement on 21:05 - Feb 22 by RAFCBLUE |
From what I can see the club are talking to shareholders. They've just called another EGM.
This EGM is the third shareholder meeting this season after an EGM in August 2023 and an AGM in December 2023. The other two were well attended and the motions relating to funding (charging the ground as security) explored.
And sorry to be technical, but this debate over the next six weeks will not be about football visions it will be about Company Law, namely continuing to run a company legally.
The only options to remain legal look like either pass the motions (and then find an investment) or a liquidation follow (either members voluntary or creditors voluntary).
There are 615 shareholders who appoint the Board to run the Company and get to vote, most likely in the proportions to which they own shares in the club and on a poll vote basis.
There will be significantly more supporters who love this club than 615 shareholders but legally if you're not a shareholder you don't have a vote.
The Company has to abide by the rules of the Companies Act 2006.
The Company has just announced that its known funding source ceases at the end of March 2024.
The Company doesn't have Administration open to it because the Administrator can't do anything else that the Board of Directors are not already doing for shareholders and creditors.
49thseason has summarised this better than anyone and we all know that this search is now in its 5th year having been started in 2019.
The value of the property asset is more than the liabilities of the club. We are asset rich, cash poor and cash is reality.
There is 38 days of funding left from midnight from friendly funding sources and then that's it. |
Just one example:
"There will be significantly more supporters who love this club than 615 shareholders but legally if you're not a shareholder you don't have a vote."
What is this condescending twaddle you're peddling? Do you seriously think anyone doesn't know that? Do the club know who those 615 shareholders are, or how to contact them all?
Those "well-attended" AGM/EGMs were attended by perhaps 20% of shareholders at most. Now the club seek to railroad their proposals through on the same basis, and for some reason you're trying to justify their railroading. WHY?
AND: i asked you what you thought of the proposal put forward by Mundell yesterday evening. Instead of replying with more condescension: try answering those two questions | |
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| EGM + statement on 21:17 - Feb 22 with 1626 views | joecooke |
| EGM + statement on 21:09 - Feb 22 by 442Dale |
What the hell happened to Rochdale AFC?
History remembers. |
Agree totally. A million memories from ran through my mind. |  |
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