Egm?

[TJC]

With all that is going on or has gone on, do you think the shareholders should request an EGM? As 'token gesture' shareholders can we demand an EGM?

So many questions such as are players/staff being paid?
Are we able to sign player on loan or contract?
Are we viable to trade?
Where did the money come from and how are the club going to pay it back?
Is the Move to FF still on?
What about the consortium? Have they rejected it out of hand? Only said turned down due to time contraints to pay HMRC. Are they still interested and are the current board still talking with them?

 

[Fish]

Frankly the board should have called an EGM yonks ago to bring sharehodlers up to speed given the gravity of the situation.

Shareholders should be able to demand one - just needs 100 I think.

 

[Interpol Shrimper]

Maybe there should be a poll of shareholders on SZ if they would support a call for an EGM?

Is the 100, actual shareholders or physical shares owned?

 

[ldnfatso]

An EGM is called by the directors of a company. Shareholders with a stake of over 10% (in combination) may also force an EGM (Not sure that will be the case though).

 

[devonexile]

An EGM is called by the directors of a company. Shareholders with a stake of over 10% (in combination) may also force an EGM (Not sure that will be the case though).

Have a look at the thread entitled Companies Act 2006 Directors Responsibilities. The number or percentage of shareholders required to call an EGM will be set out in the Companies Memorandum and Articles of Association, which every shareholder is legally entitled to have a copy of.

 

[devonexile]

With all that is going on or has gone on, do you think the shareholders should request an EGM? As 'token gesture' shareholders can we demand an EGM?

So many questions such as are players/staff being paid?
Are we able to sign player on loan or contract?
Are we viable to trade?
Where did the money come from and how are the club going to pay it back?
Is the Move to FF still on?
What about the consortium? Have they rejected it out of hand? Only said turned down due to time contraints to pay HMRC. Are they still interested and are the current board still talking with them?

All Shareholders are legally entitled to answers to Questions 3,4,5 and 6 above without the need of an EGM. If you are a shareholder then write to Ron, copied to King and other members of the Board, seeking answers to these questions. Question 2, and possibly 1 as well, would be regarded legally as operational matters and as such not a legal requirement to keep you informed.

 

[TJC]

All Shareholders are legally entitled to answers to Questions 3,4,5 and 6 above without the need of an EGM. If you are a shareholder then write to Ron, copied to King and other members of the Board, seeking answers to these questions. Question 2, and possibly 1 as well, would be regarded legally as operational matters and as such not a legal requirement to keep you informed.

I may well take that approach then, but just seems such a no brainer to say it once in a statement and be done with it. I'm sure lack of information will result in 10s or 100s of emails and letters asking for more info. Maybe SUSCT should press for answers and then tell us. I'm sure they are working on it.

My holding is so feeble (not the minimum, but only just above!) its almost embarrassing to 'demand' answers, but I think as fans, let alone token share holders deserve a more thorough explaination than the pathetic statement this evening.
I'm sure its coming, and Ron has more important things to such as working out how one of his businesses can stomach such a finiancial loss and survive.

 

[OldBlueLady]

Ok, have just searched out the original documentation that came with the share offer and I can't find the bit about number of shareholders required to request an EGM but I have found the following in the section labelled "General Information":

Memorandum and Articles of Association
A copy of the Company's Memorandum and Articles of Association is available for inspection at the Company's Registered Office located at Torrington House, 47 Holywell Hill, St Albans, Herts AL1 1D or at the Company's offices at Roots Hall Stadium etc.

Property - Roots Hall Stadium
On 2 March 2006, the Company entered into a lease with Roots Hall Limited in respect of its occupation of Roots Hall Stadium, its home ground, for an annual rental of one peppercorn up to and including 24 June 2006 and thereafter at a rate of £400,000 per annum up to and including 24 June 2009. Roots Hall Limited has not demanded payment of any rent from 24 June 2006 up to the date of this document.
Roots Hall Limited is a subsidiary company of South Eastern Leisure.

Property - Fossetts Farm Training Ground
On 2 March 2006, the Company entered into a lease with South Eastern Leisure in respect of its occupation of the training ground for an annual rental of one peppercorn up to 24 June 2006 and thereafter up to and including 24 June 2009 at an annual rental of £102,500. South Eastern LEisure has not demanded payment of any rent from 24 June 2006 up to the date of this document and has written off all previous rent due.

Availability of Information
Any Supporter (and his professional advisers) can have access, at all reasonable times, to all the information that he or they would reasonably require and reasonably expect to find, for the purpose of making an informed assessment of the assets and liabilities, financial position, profts and losses and prospects of the Company and of the rights attaching to the Shares. If any supporter would like to access such information he or she should, in the first instance, telephone the Club office and speak to either Ron Martin or Geoffrey King who will make the appropriate arrangements for such information to be accessed."

I guess the availability of information stuff applied only to that period in time where people were making their decisions, but I thought they other bits might clarify some of the questions that have been raised. I might be wrong of course!

 

[choggy]

An EGM is called by the directors of a company. Shareholders with a stake of over 10% (in combination) may also force an EGM (Not sure that will be the case though).

Interesting...the bit you mention about 'a combination'...does that mean that a group of shareholders with a combined shereholding of 10% can jointly call an EGM?

 

[devonexile]

Ok, have just searched out the original documentation that came with the share offer and I can't find the bit about number of shareholders required to request an EGM but I have found the following in the section labelled "General Information":

Memorandum and Articles of Association
A copy of the Company's Memorandum and Articles of Association is available for inspection at the Company's Registered Office located at Torrington House, 47 Holywell Hill, St Albans, Herts AL1 1D or at the Company's offices at Roots Hall Stadium etc.

Property - Roots Hall Stadium
On 2 March 2006, the Company entered into a lease with Roots Hall Limited in respect of its occupation of Roots Hall Stadium, its home ground, for an annual rental of one peppercorn up to and including 24 June 2006 and thereafter at a rate of £400,000 per annum up to and including 24 June 2009. Roots Hall Limited has not demanded payment of any rent from 24 June 2006 up to the date of this document.
Roots Hall Limited is a subsidiary company of South Eastern Leisure.

Property - Fossetts Farm Training Ground
On 2 March 2006, the Company entered into a lease with South Eastern Leisure in respect of its occupation of the training ground for an annual rental of one peppercorn up to 24 June 2006 and thereafter up to and including 24 June 2009 at an annual rental of £102,500. South Eastern LEisure has not demanded payment of any rent from 24 June 2006 up to the date of this document and has written off all previous rent due.

Availability of Information
Any Supporter (and his professional advisers) can have access, at all reasonable times, to all the information that he or they would reasonably require and reasonably expect to find, for the purpose of making an informed assessment of the assets and liabilities, financial position, profts and losses and prospects of the Company and of the rights attaching to the Shares. If any supporter would like to access such information he or she should, in the first instance, telephone the Club office and speak to either Ron Martin or Geoffrey King who will make the appropriate arrangements for such information to be accessed."

I guess the availability of information stuff applied only to that period in time where people were making their decisions, but I thought they other bits might clarify some of the questions that have been raised. I might be wrong of course!

This is the document that shareholders should get hold of. It sets out how the Company should be run, including the calling of EGM's.