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Next Game: Pre-Season

Wednesday, July 24, 2013

More From The Shareholders Meeting


Whilst the main news from Hereford United's shareholders meeting held last Monday was that the board failed to convince shareholders to pass one of the resolutions, some other facts emerged which are worth noting.

Chairman David Keyte confirmed to a shareholder that the documents about the share issue were written by Russell Booker who is a partner in a firm called Pinsent Masons who are based at Bristol.

He 'wrote the documents as per our instructions', said Keyte.

According to their website Booker 'is a partner who is highly experienced in all corporate finance transactions, mergers and acquisitions, reverse takeovers, private equity and joint ventures'.

Booker was not at the meeting.

It was then revealed that clubs accountants, Thorne Widgery, had not been consulted. 

Shortly afterwards a shareholder noted the fact that in the documents it mentioned 'non-pre-emptive basis' when talking about who can or can not purchase the shares. In effect this wording meant that current shareholders would not have the first option to purchase new shares.

In his answer Keyte said it was the intention of the club to take it 'initially' to the shareholders and then to go out wider.

Another shareholder countered that the document said 'exactly the opposite'.

Keyte replied "We need that clarified, I feel that now."

He then said that the wording would have to be as 'our instructions'.

The subject of how many new shares a current shareholder would receive was then raised. Nothing in the documents spelled this out.

Keyte replied that the board needed to get the resolution passed first. He mentioned that the advice said approval first and then discussion about the topic.

He implied that his suggestion of four new for every existing share could be increased

'Five to one, ten to one, whatever'.

Later the funding for the Blackfriars End was raised. 

During the discussion note was made of a recent letter sent by a shareholder to the Hereford Times.

"It's about the spiritual home of Hereford United, the council protecting the public asset," said the shareholder who appeared not to want any part of the ground sold off.

The chairman didn't seem pleased with the comments and noted that the shareholder 'probably comes to more shareholders meetings than football matches'.

During another answer Keyte revealed that last week a hotelier, who the club had been talking to about the Blackfriars End, has 'decided not to come to Hereford'.

Then a question about the loans for shares resolution.

Keyte felt that the idea was a good one as someone converting would help the balance sheet. But he noted that shares can go up or down.

Although if taken up this option would increase the percentage shareholding of the loanees initially but as shares were sold that percentage 'would bounce back'.

He felt there was a good case for those who had put money in recently to have a 'decent share'.

"I'm into the wrong end of £500,000 and I won't convert all of that," said Keyte.

Whilst Keyte implied he wouldn't want his loan back in the near future he hoped some 'might come back' sometime.

Towards the end Keyte spoke about those  (around 20) shareholders who had already voted. Everyone who had voted either voted yes or no to all five resolutions. There was no 'variation'.

However the document they had voted on now has to be changed. So they will need to vote again.

Those in the room who hadn't already voted then were asked to vote taking into account any clarifications.