From the Boardroom

January 1, 2000

At this year’s Annual General Meeting (AGM), the Board of Bristol Rovers 1883 Ltd. held an Extraordinary General Meeting (EGM) to vote on a proposed increase in share capital to raise new investment for the football club.

There were 5 simple resolutions at the AGM which were all passed on a simple show of hands. The AGM was then closed and the EGM opened.

The Chairman, Ron Craig, opened the EGM and explained the rationale behind the resolutions to increase the share capital of the company. Ron Craig also explained that the normal protocol was to ask for a show of hands for voting purposes but that any member could ask for a vote based upon shareholding held.

There were the 3 following resolutions at the EGM:-

1.    Increase authorised share Capital
2.    Authorisation of Directors to allot shares
3.    Dis-apply statutory pre-emption rights

The purpose is to increase the company share capital by 25% and to give the Directors authority to issue these shares should it require new investment to support the funding of the stadium regeneration during the redevelopment stages. The resolutions were added to this years AGM to avoid a costly EGM during the year when there may also have been insufficient time to raise the investment immediately it was required.

Resolution 1 was sought to increase the share capital from £2,000,000 to £2,250,000 by the creation of 2,500,000 additional ordinary shares of 10p each to rank pari passu in all respects with the existing Ordinary shares in the capital of the company. Resolution 2 was sought to authorise the Directors to allot and issue these ordinary shares. These are ordinary resolutions requiring a vote of 50% + 1 share to be passed. These resolutions were passed on a simple show of hands.

Resolution 3 was sought to disapply statutory pre-emption rights. This is a special resolution requiring a vote of 75% of the shares to be passed. Resolution 3 will confer rights on the Directors to allow share sales to anybody for whatever price without having to offer the same to existing shareholders, not withstanding their duties to the company to ensure best value. This resolution was not carried on a simple show of hands but passed on a ballot of shareholding held.

The increase in share capital has been discussed by the SCE who have agreed that this is a necessary contingency and a responsible approach, by the FC, to manage the risk during construction. The SCE have also agreed that the redevelopment of the ground is of paramount importance to the future of our club.

Strictly speaking the SCE should have got a mandate from its membership on which way to vote on Resolution 3, it being a special resolution requiring 75% of the votes. The SCE had insufficient time to take legal advice, provide an executive recommendation and to organise a ballot before the EGM. However the SCE considers the ground redevelopment to be of utmost importance and therefore supported all 3 resolutions.

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