AGM summary (From This Is Swindon Town FC)

SWINDON TOWN: AGM summary

1:50pm Friday 20th July 2012 in Headlines

THE ANNUAL general meeting of Swindon Town Football Company Limited was held at the County Ground on Friday.

Swindon Town chairman Jeremy Wray welcomed the shareholders to the meeting, which was also attended by chief executive Nick Watkins, director Russell Backhouse, secretary Joanna Scott and a representative of director Andrew Black.

As Mr Wray was the only representative of Swindon Football Holdings Limited present at the meeting, and therefore could have had a requirement to vote, Mr Watkins assumed the role of chairman for the process of passing the resolutions at hand.

Mr Watkins proposed the first resolution to the meeting, which was the approval of the accounts and the report of the directors of the company for the year ended May 31, 2011.

A question was asked about why the football revenues for the year ended May 2011 had declined compared to those from the year ended May 2010.

Mr Wray reminded the meeting that the year ended May 31, 2011 included the season during which Swindon were relegated to League Two, hence the decline.

The resolution to approve the accounts was passed with no objections.

Mr Watkins proposed the second resolution to the meeting, which was the re-election of Mr Backhouse to the board of directors after he retired by rotation in accordance with part of the company’s articles of association.

A question was asked requesting more information about Mr Backhouse and his role in the company.

Mr Wray said Mr Backhouse was part of the original consortium, led by Andrew Fitton, who took over the club in 2008.

Mr Watkins said that Mr Backhouse was the financial director for Mr Fitton’s company, hence his arrival with the aforementioned consortium.

Mr Backhouse said he is a chartered accountant by trade, that he was part of the original consortium and that he’s worked primarily with Mr Fitton.

The resolution to re-elect Mr Backhouse to the board of directors was passed with no objections.

Mr Wray moved the meeting forward into the general meeting, which was designed to pass the proposal to sub-divide the existing ordinary shares of Swindon Town Football Company.

Again, as Mr Wray was the only member of Swindon Football Holdings Limited present, Mr Watkins assumed the role of chairman.

Mr Watkins told the meeting that there was one ordinary resolution and two special resolutions to be passed.

Mr Watkins proposed the first ordinary resolution, which was to convert existing issued and unissued ordinary shares of £1 in the capital of the company into ordinary shares of 1p and deferred shares of 99p each.

Mr Watkins asked the meeting if there were any questions regarding the proposal and none were forthcoming.

The resolution to convert the £1shares into 1p ordinary shares and 99p deferred shares was passed with no objections.

Mr Watkins proposed the first special resolution, which was to amend the company’s articles of association by the deletion of the existing article five.

A question was asked about the nature of article five and Mr Backhouse said it was to do with the provision of the existing £1 ordinary shares and that the deletion of article five enables those shares to be replaced by the new 1p ordinary shares and 99p deferred shares.

Mr Backhouse said the existing rights of the £1 ordinary shares would therefore be migrated to the new 1pm ordinary shares.

The resolution to delete article five within the company’s articles of association was passed with no objections.

Mr Watkins proposed the second special resolution, which was to amend the company’s articles of association by introducing several new articles 14.

The new articles outline the rights of the new 1p ordinary shares and primarily the 99p deferred shares.

The deferred shares do not carry any entitlement to dividends and may be purchased by the company at any time for no consideration.

Mr Watkins asked the meeting if there were any questions relating to the second special resolution and none were forthcoming.

The special resolution to amend the company’s articles of association was passed without objection.

Mr Wray concluded the formal part of the meeting and invited those present to ask any questions they may have of the board.