Wycombe Wanderers Trust

1
Wycombe Wanderers Trust Members Information
Meeting Steve Hayes Restructuring Proposal
2
Meeting Agenda

• background information, some FACTS
• restructuring proposal KEY elements
• the case FOR
• the case AGAINST
• summary
• VOTING instructions
• questions, questions, QUESTIONS

3
background information, some FACTS

• WWFC converted to PLC July 2004
• Ordinary Shares 3,999,500 Authorised
• Ordinary Shares 1,260,400 Issued
• Founder Shares 500 Issued
• enshrined rights introduced
• Major Investors (74.97)
• Ivor Beeks 315,100
• Brian Kane 315,100
• Steve Hayes 315,100
• WW Trust 100,000

4
background information, some FACTS

• WWFC Debts
• August 2004 debt (2.2m)
• June 2008 debt (7.2m)
• Key Loans (June 2008)
• Bank (net) 852,812
• Mrs. Kane 416,667
• Brian Kane 44,484
• Ivor Beeks 44,484
• Steve Hayes (2008) 5,847,492
• Steve Hayes (2009) 6,893,000

5
background information, some FACTS

• WWFC Annual Losses
• 2003-2004 (0.574m)
• 2004-2005 (1,052m)
• 2005-2006 (1.872m)
• 2006-2007 (0.699m)
• 2007-2008 (1.664m)
• 2008-2009 (1.200m) budgeted

6
background information, some FACTS

• Up to including November 2008
• SH requests Trust Board makes proposals to change
  25 share cap
• Trust Board inform SH it is NOT the Trusts role
  to submit proposals BUT we are happy to give due
  consideration to any proposals he sees fit to
  develop.
• SH releases story in BFP accusing Trust of
  dragging their feet. (Nov 08)
• Trust reiterates original statement provides
  members with detailed rationale behind our
  position.

7
background information, some FACTS

• Tuesday May 26th 2009
• Sub-group of Trust Board meet SH advisors -
  Trust informed of Restructuring Proposal but no
  details given.
• Key Points
• All expenditure on hold until resolution
• No alternative proposal
• Proposal Confidential
• Target vote date end of June 2009

8
background information, some FACTS

• Tuesday June 2nd 2009 - SH Presentation
• Full Trust Board given detailed presentation of
  Proposals by SH advisors plus Ivor Beeks.
• Key Points
• All expenditure remains on hold until July 1st
• Administration only alternative
• Details incomplete
• Timescale extended to July 6th
• Trusts Board given 7 Days to respond

9
background information, some FACTS

• Thursday June 4th 2009 - Discussions
• Sub-Group of Trust Board meet to understand /
  discuss / negotiate with SH advisors.
• Key Points
• Details of proposals become clear
• Lack of substantive details clearer
• Negotiations commence

10
background information, some FACTS

• Monday 8th June 2009 Trust Board Meet
• Full Trust Board Meeting to consider proposals.
  Trust Board can NOT support proposal for
  following reasons BUT given more time are
  prepared to continue discussions.
• Key Points
• Lack of safeguards for Club
• Insufficient details
• Process timescale
• Trust Board formally responds to SH Tuesday 9th
  June

11
background information, some FACTS

• Tues 9th / Wed 10th June 2009 Discussions
• Trust sub-group SH advisors continue
  discussions / negotiations
• Key Points
• Some clarity achieved
• Some safeguards achieved
• Progress made
• Trust given new ultimatum to endorse (Thurs 11th
  June)

12
background information, some FACTS

• Wed 10th June 2009 Trust Board Meeting
• Trust convene a further Board Meeting to discuss
  / debate amended proposals. Proposal still NOT
  acceptable BUT there is a purpose in continued
  discussions.
• Key Points
• Progress made
• Trust Board formally responds to SH Thursday 11th
  June

13
background information, some FACTS

• Mon 15th June 2009 PLC Board Meeting
• PLC Board Meeting to call General Meeting
  endorse Calling Notice.
• First sight of documentation for IM DM.
• Board votes to call GM endorse Calling Notice.
• Key Points
• Calling Notice still NOT final document
• On going negotiation with Trust
• New deadline for Trust Wed 17th June

14
background information, some FACTS

• Tues 16th June 2009 Trust Board Meeting
• Trust convene a further Board Meeting to discuss
  / debate amended proposals.
• Despite progress Proposal still NOT acceptable
  BUT there remains room for continued discussions.
  
• Key Points
• Trust Board formally responds to SH Wednesday
  17th June

15
background information, some FACTS

• Thurs 18th June 2008 Trust Board Meet
• Final Calling Notice with final details of
  proposal given to Trust. New details and emphasis
  within documents. Trust convene a further Board
  Meeting to discuss / debate the implications of
  final proposals.
• IM DM formally resign from PLC Board legal
  advice - Conflict of Interest.
• Key Points
• Legal clarifications required current position
• Trust Board formally responds to SH Friday 19th
  June

16
background information, some FACTS

• Meetings, meetings, e-mails, phone calls
• The timescales afforded, the process proposed and
  the magnitude of the decision not conducive.
• Over 120hrs of meetings
• 1000s of e-mails
• Umpteen hours on the phone
• 122 years of history to change in 16 DAYS ?

17
Restructuring Proposal KEY elements
18
restructuring proposal KEY elements

• The Calling Notice sets out
• average loss of 1.4 million per year over the
  last 3 years
• PLC is only solvent because Managing Director,
  Steve Hayes support.
• Steve Hayes will continue to financially
  support the Club ONLY if the shareholders support
  the restructuring.
• if the shareholders do not support the
  restructuring, Steve hayes has told the PLC Board
  that he will withdraw his support for the Club
  immediately.

19
restructuring proposal KEY elements

• the Company will be re-registered as a private
  limited company in which Steve Hayes will control
  100 of the voting rights.
• were Mr Hayes to sell his shares in the company,
  Ordinary Shareholders would also be able to sell
  their shares at a price of 1 per Ordinary Share
  the original price.
• the provision, upon liquidation of the PLC, for
  the Trust to apply any surplus assets up to the
  value of 1.32 million to set up a new football
  club in the High Wycombe area will be removed.

20
restructuring proposal KEY elements

• the bar on any shareholder having more than 25
  of the Ordinary Shares in the company would be
  removed.
• three of the Founder Shareholders rights would
  be removed.
• (a) disposal of the companys interest in Adams
  Park including any proposal involving a sale and
  leaseback
• (b) action to sell, transfer, assign or dispose
  of a substantial and material part of the
  companys undertaking, property or assets other
  than in the ordinary and proper course of its
  business
• (c) any steps to increase the maximum holding of
  Ordinary Shares for an indivdual beyond 25.

21
restructuring proposal KEY elements

• The remaining four Founder Shareholders rights
  to block certain actions being taken by the Club
  would be unchanged. These are over
• (a) action to change the nature of the Companys
  business
• (b) changing the Founder Shareholders rights
• (c) action to voluntarily wind up or dissolve
  the Company and
• (d) relocation of the business and playing
  activities of the football club more than 5 miles
  from Adams Park.

22
restructuring proposal KEY elements

• removal of the Trusts right to appoint two
  voting directors to the PLC. It is proposed that
  this is replaced with an article which gives the
  Trust the right to appoint two non-voting
  associate directors to the board of the Company.
• creation of a new class of shares, known as
  Voting Shares, with 100,000 to be issued to Steve
  Hayes, when he turns 3 million of his current
  loans into shares.
• current Ordinary Shares will be have their voting
  rights removed. Holders of Ordinary and Founder
  Shares will be entitled to receive notice of
  general meetings of the Company.

23
restructuring proposal KEY elements

• a condition that, if Mr Hayes receives a cash
  offer from a third party for his Voting Shares,
  then Mr Hayes will be obliged to ensure that the
  prospective buyer of Mr Hayes Voting Shares will
  make a offer to each holder of Ordinary Shares at
  a price of 1.00 per Ordinary Shares held (being,
  the price originally paid for such shares).
• the conversion of 3 million worth of unsecured
  loans to the the PLC by Steve Hayes to the
  100,000 Voting Shares, provided that the
  restructuring is approved by shareholders. Steve
  Hayes is currently owed 6.9 million by the Club
  in the form of such loans. These Voting Shares
  will provide Steve Hayes with control of the new
  company.

24
restructuring proposal KEY elements

• The letter then also descibes other provisions
  which would be offered ONLY if the Trusts Board
  to ENDORSE the proposals to the Trust Membership,
  these are
• a right in the Articles of the new Company
  empowering the Founder Shareholders Trust to
  appoint two voting directors to the new companys
  Board
• a personal undertaking to the Trust to provide
  1.5 million to the Trust in the event that the
  Company goes into administration (with
  conditions)
• a freeze on the ability of Mr Hayes to call
  for repayment of his post capitalisation
  outstanding loans (being 3,893,000) till at
  least 30 June 2014 subject to the Club being able
  to repay such loans prior to 2014 in certain
  circumstances. Points in green negotiated by
  the Trust Board.

25
restructuring proposal KEY elements

• a right of first refusal to the Trust in the
  event Steve Hayes wanted to sell his interest in
  the Club, subject to the Trust being able to
  match any third party offer which Mr Hayes had
  received
• Trust to retain the rights to the Football
  League status
• to undertake to use reasonable endeavours to
  have transferred to the Trust all rights in the
  Wycombe Wanderers name, and other intellectual
  property rights and all memorabilia, in the event
  of liquidation
• to arrange monthly operational meetings between
  two directors of the Trust and a director of the
  Company and quarterly financial reviews between
  five directors of the Trust.

26
restructuring proposal - the case FOR

• Steve Hayes has put us all in an impossible
  position but he now has that right
• We have all allowed this to happen Chairman,
  Directors and probably others

27
restructuring proposal - the case FOR

• Options
• A - Take the best deal on the reconstruction
• B - Watch Admin happen, lose all safeguards,
  lose all representation, lose the Club, lose 10
  points

28
restructuring proposal - the case FOR

• We have negotiated the best deal we can given the
  impossible position the club is in
• It protects the original Frank Adams legacy for
  the next 10 years
• It may give us the Club back if as many feel
  Steve Hayes fails
• This could be hugely positive and give the club
  funding to grow in a way it has no other chance
  of getting
• Perhaps a new stadium and even better facilities

29
restructuring proposal - the case FOR

• but, Ultimately
• this is about watching a local football match
  we have aimed to safeguard this with our efforts
  over the past three weeks

30
restructuring proposal - the case AGAINST
31
Concerns with the proposals

• 100 Control means SH can do anything he wants
  with the Club its Assets
• Private Co means we can see almost nothing of the
  finances
• He can sell all or part of his stake to anyone
  else
• And what happens post Steve?
• Two Associate Directors monthly meetings
  toothless
• 1.5m cash proposal more security required
• Will be needed in time of turmoil
• Timescales completely inappropriate
• Wrong time, Wrong duration
• Quality of legal agreements will be adversely
  impacted

32
Concerns with the proposals

• Move to a new stadium is the ultimate plan
• Housing
• Stadium plus fit out
• Stadium developments
• Other developments
• Financials for WWFC may not work
• Loss of income from Wasps
• Non match-day loss of income
• Rent to be paid to StadCo
• Lose some central costs to StadCo
• Share profits from StadCo
• Worse off than now!
• Financials for Wasps DO work
• Steve might want to move because good for Wasps /
  Steve, but not Wanderers

33
summary

• 1. Balanced View
• 2. Dire Financial Situation
• 3. Supporters interest in Adams Park
• However
• 4. Steve Hayes is Known
• 5. Allowed to invest
• 6. Administration a real threat
• 7. Negotiated Security
• 8. Guarantee to not sell Adams Park unless a new
  stadium is available

34
summary
Therefore Trust Board recommends that Members of
the Trust vote in favour conditional on the
necessary legal documents being agreed between
the Trust Steve Hayes. However on behalf of
the Trust Board I would like to add that this
recommendation has only been reached after much
debate and by the narrowest of margins 8 votes
to 7 votes.