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Special
Report on the EGM
Friday 18th May 2001
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The heart and soul remain the same, but the face of football has changed
rapidly this past decade. So too has the nature of fans' protests.
There is still a place for public demonstration of anger and frustration
aimed at the manager, the board... even the team itself. But as the
game evolves, so too must the culture of the ordinary fans. No longer
are pitch invasions, sit-ins, or protesting outside on the street
the only option for fans to add voice to their discontent. In the
Eighties we had fanzines, in the Nineties we had the growth of independent
supporter associations, and here in the new millennium we have supporters
trusts.
There is still a lot of suspicion and mistrust about what exactly
is a supporters trust - most of it from the boardroom, where the notion
of supporters having meaningful in-put into the running of their club
is seen as impractical at best, threatening at worst. We fans pay
our money at the turnstiles, and that for many chairmen is as far
as it goes when it comes to supporter involvement in the running of
their club. Which would be fine if they weren't making such a pig's
ear of it in general.
But supporters trusts are the future. Run on co-operative principles,
open and accountable, supporters trusts may not yet be custodians
of their club, but they are very much the guardians. Ask Bournemouth
fans, or Lincoln fans, or Northampton fans. Without the formation
of supporters trusts at those clubs, all three would now no longer
exist. We have seen the future in action, and it works.
QPR 1st, formed under that same co-operative principle, has to conform
to strict rules and is regulated, directly by Supporters Direct, indirectly
by Government, to ensure that it does. In line with that, our ultimate
aim is to gain elected supporter representation on the board. That
Chris Wright, with Nick Blackburn alongside him nodding in agreement,
isn't sure that an ordinary fan would be appropriate "as it would
mean wearing a suit in the boardroom" shows how far we have to go
to make that a reality at QPR. At least, under the present directors.
Perhaps that attitude goes some way to explaining why there has been
a high turnover of Chief Executives and related positions at QPR;
men who have come to our club on big salaries and without the remotest
idea or understanding of its culture and complexities, and left soon
after... without achieving very much at all. Other than contributing
further to the mountain of debt that has lead us into financial administration,
that is. Should QPR be wound up as a result, you might find some comfort
in fact that they at least wore a suit whilst leading us into oblivion.
Ah yes, the threat of being wound up. QPR no longer in existence.
Defunct. To paraphrase Monty Python, an ex-club, one that has ceased
to be. Not a threat hanging over the rugby union arm of the business.
Wasps, we are told, were excluded from administration as rugby union
rules do not allow clubs in administration to play. The Football League,
on the other hand, does allow clubs in administration to fulfil their
fixtures. No matter that the rugby union season was nearly ended,
and we are talking here of one of the highest profile clubs in the
land, currently second in the table, and the supplier of several international
players. Would the authorities really take such draconian and immediate
steps?
Within just a few days of the suspension of share dealing and BDO
Stoy Hayward being appointed to run the financial affairs of the remainder
of Loftus Road plc, there was an offer from Chris Wright to buy Wasps
and the Twyford Avenue training ground for a fee of £5m. It transpired
he had registered a brand new company, London Wasps Holdings, even
before the High Court application for administration. Chris Wright
explained that he was making an offer on Wasps and the training ground
- leaving just QPR and Loftus Road under the plc banner - in order
to reduce the debt and facilitate a sale of QPR and the ground to
new owners. An EGM was arranged - called by Loftus Road plc - to approve
the sales. With Chris Wright being the main creditor and majority
shareholder of Loftus Road plc, then it is a formaility the sale will
be approved.
The EGM was held at Loftus Road - not inside, but in the South Africa
Road stand, a makeshift stand built over the directors box to accomodate
the top table, and shareholders and guests sitting in the rows of
seats alongside. A week that had begun in sweltering heat was now
bordering on the chilly, and as the EGM progressed, so many amongst
the 300 or so shareholders present began to regret not having worn
a coat.
On the top table sat Chris Wright, and alongside him various directors
and at least three lawyers. No Nick Blackburn, QPR's acting chairman.
The meeting was chaired by Ross Jones, who stated he was a banker
- of the investment, rather than high street branch variety, it was
guessed. He chaired what proved a stormy and eventful meeting as even-handedly
as anyone could reasonably expect.
There were four resolutions to be voted on. They related to the sale
of Wasps, the sale of the Twyford Avenue training ground, to convert
the single preference share into an ordinary one, and for a change
to the memorandum and articles. The first two resolutions are self-explanatory.
The second two, without going into lengthy explanations, related to
a spot of plc 'tidying up' should the sale of Wasps be approved. As
part of the plc, Wasps Trustees held a 'golden share', which gave
them extra power and veto rights over any decision which would adversely
effect Wasps. Now no longer part of the plc, there was no need for
that one golden share, and it could safely be converted to an ordinary
one. The changes to the articles simply amounted to removing references
to Wasps.
In the week leading up to the EGM, QPR 1st had made formal requests
to have included in the resolutions amendments which would allow for
any bidder for Loftus Road plc to buy back either Wasps or Twyford
Avenue, or both, at the same price Chris Wright, and any partner,
had paid for them. Although Chris Wright would not agree to such an
amendment, he did provide written assurances that his own intentions
were to facilitate such an arrangement. However, in the absence of
any formal amendment, QPR 1st announced we would be voting against
the sales on the basis that we did not feel either was in the best
long-term interests of Queens Park Rangers.
We were represented at the meeting by Maurice FitzGerald, who leads
on shareholding, and Bill Butler, who is a commercial banking expert.
Both are members of the QPR 1st Interim Committee. We were given a
mandate by the floor at the Hammersmith Town Hall to take forward
the business of the supporters trust and form a bona fide organisation
under the Supporters Direct initiative within three calendar months.
As an interim committee, we are able to co-opt other fans for specific
tasks. Maurice has been an interim committee member since the formation,
and Bill was formally asked to join the committee to utilise his skills
and experience at the EGM. The right man for the right job. Both Maurice
and Bill attended the meeting, legitimately, as ordinary shareholders,
but with the mandate to act on behalf of QPR 1st.
The meeting began, unexpectedly, with a question and answer session.
We say 'unexpectedly', as it had been reported that no questions would
be allowed at the meeting, If that had ever been so, this more pragmatic
approach helped keep the meeting to a semblance of order. Chris Wright
took the lead in answering most of the questions from the audience.
It appears that the blame for the proposed merger with Wimbledon could
be laid at the feet of other board members and Wimbledon FC. The poor
performances on the pitch this past season was the fault of Gerry
Francis and the players. The mountain of debt the plc is now buried
under was due to the extravagances and mismanagement of various individuals.
And the succession of failed managers at the club was all the fault
of the fans, who had called for the men appointed. Everyone, it seems,
shares in the situation the club now finds itself in.
Chris Wright talked at length about how long fat contracts for lazy
fat players had cost us our place in the First Division. He went on
to say that they were making offers to some senior players, who he
fully expects will advertise their availability to other clubs in
search of a better deal... before coming back to QPR to sign on for
another stint. No mention of telling them where to get off if they
do. Chris Wright really does give the impression of a man who never
learns from his own mistakes, but who has 20/20 hindsight when judging
those of others.
The fun really begun when the question arose as to the value of the
Twyford Avenue training ground. Did the figure of £2.5m, accepted
by the adminstrator as a fair valuation, relate to the actual value
of the land ('as is') or what it might be worth ('hope value') should,
for example, planning permission, be granted in future years. Valuations
carried out by members of the Royal Institute of Chartered Surveyors
must adhere strictly to the rules laid down in what is known as their
'red book'. Banks, too, will only lend money on 'as is' valuation,
not what might be realised from a sell-on in the future. How then
had the £2.5m valuation been arrived at, and by whom, and where was
the finance for the deal coming from?
If planning permission was one day granted for redevelopment of the
training ground, and the land suddenly rocketed in value to, say,
£20m, £30m or even £50m (the 'uplift'), then as the resolution stood
now, the profit on any sell-on would go in full to Chris Wright. And
partner. That's business, we guess. But is it in keeping with the
oft-stated promise to protect the interests of QPR? Maybe, maybe not
- but it is a perfect example of how, in trying to balance the demands
of business and pleasure, a chairman can find himself firmly between
a rock and a hard place. Chris Wright's favourite line is that Richard
Branson is a businessman playing at being a hippy, and he is a hippy
playing at being a businessman. Perhaps he's told it so often he has
started to believe it himself. Someone has to.
The resolution, as it stood, had no provision for a sharing of any
up-lift. A bit like a transfer deal without a sell-on clause. Would
Chris Wright, asked the man from CARA, the local residents association,
agree then to an amendment to the resolution, which would provide
for a sharing out of any future windfall from the sale or redevelopment
of the training ground?
Chris Wright went into a huddle with his lawyers and emerged figuratively
reaching into his back pocket and offered 10 per cent of any up-lift
to QPR, and a further 10 per cent to Wasps. "That is totally unacceptable,"
responded Bill, who then called for a straightforward three-way split
between Chris Wright, QPR and Wasps, or thirty-three and a third per
cent each. Chris Wright was by this time looking increasingly pale,
and not through the cold. A robust 20 minutes of old-fashioned horse-trading
ensued, with Bill holding firm on the principle of proportional sharing
and arguing the finer points of banking practice and law with the
top table, as he is qualified to do.
From what Chris Wright was saying in reply, it began to appear that
it wasn't a bank funding the purchase, but in fact private money.
That was confirmed when Chris Wright referred at one point to "various
people offering financial backing". So a private individual or company
then? Maybe a property company or a developer? Chris Wright wouldn't
say. The penny by now had dropped amongst the assembled shareholders.
As had become apparent to us throughout the preceding week, there
was clearly more to the purchase of the training ground than mere
goodwill on the part of Chris Wright.
Eventually, after many exchanges, Loftus Road witnessed one its more
bizarre sights - Bill and Maurice standing in a stairwell with the
lawyers, redrafting the resolution to include provision for a one-third
share of any future up-lift - potentially worth millions to QPR -
and arguing over the legal interpretations and implications of such
phrases as 'change of use'. Finally satisfied with the wording, Bill,
Maurice and the lawyers returned to their respective seats and the
resolution was read out again. Not, though, the amended version, but
bizarrely the original. Bill stood up and objected again. Again, argument
and counter-argument ensued, with the top table increasingly looking
totally disorganised and unable to grasp what was going on... a suitable
snapshot of the past five years, some suggested later.
Chris Wright continued to prevaricate over the question of thirty-three
and a third per cent. But he wasn't be asked to commit to that figure
- he couldn't anyway - merely to commit to the principle of going
back to his financial backers and obtaining that figure. He was asked
this specific question over a dozen times, before finally agreeing
to do so. Two votes amongst the shareholders present followed, in
which the original resolution was unanimously rejected in favour of
the new, amended one.
Sadly, that doesn't mean that QPR can look forward to a massive windfall
in a few years' time. To begin with, any new buyer for the club has
both written and publicly stated assurances that they can buy-back
either Wasps and the Twyford Avenue training ground, or both, if they
wish to. It also seems unlikely, at least in the present climes, that
planning permission would be granted for the site, although it is
reasonable to assume that if it is a building company backing Chris
Wright, they will be reasonably confident that won't always be the
case. The Sudbury site of Wasps old ground didn't have planning permission
at the time Loftus Road plc was formed, although that later changed
on appeal and saw the value rise to around the £8m, a sum the company
subsequently realised from its sale. The site now houses luxury homes
in the lower to middle six-figure price bracket.
On top of this, even allowing for the amendment, Chris Wright's majority
shareholding will eventually ensure that the proposed figures are
down-sized, but where before there was no provision for QPR to receive
a share of any up-lift, now there is something, although the chances
of QPR benefiting from it remain remote. Chris Wright, despite objections
from the floor - "Is it right and proper that someone with a vested
interest in the deal should vote on it too?" - exercised his right
to vote as a shareholder.
One of the considerations of voting against the deal was how it might
affect the continued financial backing of Chris Wright. After the
EGM, Bill sought him out to explain that there was nothing personal
in the exchanges over the previous two hours. He had, he explained,
merely been acting in the best interests of QPR. Chris Wright, in
turn, assured Bill that there was no question of his withdrawing funds,
and was verbally explicit in saying that he would do "absolutely anything"
to facilitate the sale of QPR into good hands. We really do not doubt
that Chris Wright is committed to that, and let the record state as
much.
One sour note to the EGM, though, came when QPR 1st co-founder, Tracy
Stent, along with other guests, was asked to leave the meeting and
re-register. Having done so, Tracy was alone subsequently refused
re-entry. Not a shareholder, she had been asked to attend as a guest
on behalf of an elderly shareholder unable to go along in person.
She did not force her way in, as was suggested by the top table, but
legitimately presented her admission card, explained the circumstances
of her attendance and was shown up to the meeting. Although within
their rights to ask Tracy to leave on a matter of technical procedure,
it was disappointing that board chose to do so. No official protest
will be pursued, though. All the same, it is difficult to understand
why it was done. Tracy subsequently visited the shareholder in person
to explain the circumstances, and apologise for not being able to
provide a first-hand report of proceedings.
The sale of Wasps (voted on and agreed without objection) and the
training ground will realise £1.4m, of which QPR will see just £400,000.
The remaining £3.6m of the combined deal will be written off the existing
debt, which includes a £600,000 loan made by Chris Wright on March
13. The deal gives QPR a guaranteed five years' tenancy at the training
ground, with a 12-month notice period thereafter. QPR will pay what
has been described as a 'commercial rent' to use the facility, and
Wasps will in turn pay a 'commercial rent' to play at Loftus Road.
It is envisaged that QPR will train in the mornings, Wasps in the
afternoon, and the Wasps amateur teams in the evening.
Although powerless to prevent the sale, this was still a moral victory
for QPR 1st. It brought out into the open various pieces of information
that would otherwise have remained undisclosed. It exemplified how
by utilising the skills within the fan-base, a supporters trust can
and does act in the best interests of the club and the fans. It is
merely a beginning. There is much to do, but the will and the organisation
is there. We need a strong, well-supported and active trust at QPR
and everyone has a part to play in that. If you haven't registered
support for QPR 1st, do it now. You won't be committing to anything
other than your backing for the kind of in-put Bill and Maurice had
at the EGM.
There were plenty of impassioned speeches from the floor, with Joe
Hylton again to the fore, but the star of the show was undoubtedly
Bill Butler. Without his persistence and doggedness, supported by
others, but unequalled when it came to challenging financial issues,
QPR would today be a little poorer as a result. The likes of David
Mellor and Gary Newbon can rubbish QPR supporters all they like, but
here was the acceptable face of fan-power in action. To the casual
observer it might have been just another day, and another chapter
in the life and troubled times of Queens Park Rangers Football Club.
But to the thousands of fans who have pledged their support to the
new supporters trust, and to the lucky few who were present, this
was the day that the bloodied QPR fan decided to stand up for himself
at long last. The blue and white hooped genie is out of the bottle
and nothing - and certainly no individual - will ever force it back.
"One Bill Butler... there's only one Bill Butler..." went the chant
as the meeting closed and people headed off to get warm at last. It
seems you can take the shareholder out of the fan, but you can't take
the fan out of the shareholder. Chris Wright, meanwhile, hurried out
of Loftus Road and climbed into his chauffeur-driven Rolls Royce and
sped off to Lords for the test match - an incongruous image against
the backdrop of the White City Estate.
Just an old hippy? Who's he kidding?
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