Shareholders Association calls for EGM

, 20 November, 61comments  |  Jump to most recent
ESA seek support for reinstatement of AGMs
The Everton Shareholders Association have announced a petition of all Shareholders to call upon the Board of Directors to hold an Extraordinary General Meeting of the company to discuss the reinstatement of regular Annual General Meetings and the Club's accounting performance over the past five years. The Association is contacting all shareholders to state their case and seek their support.

The Everton Board took the controversial step of scrapping the AGM process in the wake of criticism of Destination Kirkby five years ago and the ESA laid out their claims to have AGMs reinstated, pointing out that:

  • The Directors amended the company Articles of Association at the earliest legal opportunity to avoid the need to call AGMs.
  • No prior notice of the change was communicated by the Directors to shareholders, giving them no opportunity to object.
  • No justification for the change has ever been given by the Directors.
  • The abandonment of AGMs breaks not only normal business practice as exhibited by most comparable companies, but also an otherwise unbroken tradition dating back to 1892 when the company was formed to finance the building of Goodison Park.
  • When asked their opinion, the members of the Association and other shareholders have consistently and repeatedly expressed their desire for the return of AGMs.
  • No AGM has been held since the collapse of the Destination Kirkby project, thus shareholders have not been able to hear the board's plans regarding the ongoing stadium issue or to question the board on financial issues.

Over the last few years, through letters, emails and face-to-face meetings, the Everton Shareholders' Association have repeatedly asked the Directors to reverse their decision. They say that responses from the Board have ranged from initial promises to give the matter consideration to, most recently, a formal statement from the Company Secretary that the Directors currently have no plans to reinstate the Annual General Meetings.

John Blain, Chairman of the Shareholders' Association, said "We believe that in addition to being good corporate governance AGMs are still the most effective way for the Board of the Company to stay in touch with the majority of Shareholders. Established in the 19th Century by the Founding Fathers of the Club, the AGMs continued until the early part of the 21st Century."

The call for an Extraordinary General Meeting was discussed between Mr Blain and Everton CEO Robert Elstone at a meeting on Friday 16 November. Mr Elstone raised no objection to the action and recognised the Association's right to raise the petition.

Here are the links to download the documents: the EGM Petition and the EGM Covering Letter from the ESA website.

Article continues below video content


Quotes or other material sourced from Everton Shareholders Association



Reader Comments (61)

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Philip Quilliam
2 Posted 20/11/2012 at 09:25:44
Seems a reasonable request to me. I am not sure avoidance of criticism is a good enough justification not to re instate regular AGMs, although I think a lot of the over the top vindictive bile that has been aimed at the board in general and BK in particular has not helped the cause.
Derek Thomas
3 Posted 20/11/2012 at 09:17:45
1) about time some one tried to get some accountabilty, especially Re ' Operating Costs '

2) ' Recognises ' ' the right to raise the petition '...aka Go for it, petiton your selves out.... but don't hold your breath.

3) The short version is the Turkeys aren't going to vote for Christmas.

4) Move along, nothing to see here.

Danny Broderick
4 Posted 20/11/2012 at 10:49:32
Arsenal's board have come in for a bit of stick in recent years but they still have AGMs.
Joe Clitherow
5 Posted 20/11/2012 at 11:14:38
I am a shareholder and no-one has contacted me. I am also registered with ESA so this is a bit puzzling
Barry Rathbone
6 Posted 20/11/2012 at 11:17:47
People must be held accountable in all walks of life once you go down the "we know best, don't bother your wee brains about anything" you know your being shafted.

Just look at the Banking Industry for the latest example.

Ciarán McGlone
7 Posted 20/11/2012 at 11:25:02
The problem is that that the Companies Act removed the legal requirement for AGMs..

Pissing up a rope with this one i'm afraid.

Karl Masters
8 Posted 20/11/2012 at 11:24:43
Not holding them only makes the average fan like me suspect they are hiding something.

Mind you, I thought they were before they stopped the AGM's, but it's a poor show that they cannot take bit of stick occasionally. Nobody in life running something on behalf of others, and whilst Everton is a limited company, it has always been much more than just a business to hundreds of thousands of people, should be totally unaccountable for their actions.

James Asquith
9 Posted 20/11/2012 at 11:25:31
FAO: Joe Clitherow,

It's in the post. There were over 1,200 discrete addresses we needed to mail to, so it's gone 2nd class to keep costs down.

After allowing a couple of days for the mailing to arrive we'll put the documents up on our website for download. This is in case the Royal Mail lose any of them or if people have changed address and not notified the registrar (I take it your postcode still ends "1RH"?)

Steavey Buckley
10 Posted 20/11/2012 at 11:53:46
From the supporters view point, clubs like Everton should be made a charitable institution. As the club plays a major role in the community. And makes no money to make other people rich. But needs lots of money to buy other clubs players and pay attractive salaries. So that the team can do well to make at least make half the city happy for their well being.
Paul Andrews
11 Posted 20/11/2012 at 12:44:15
Mr Chairman told shareholders recently when asked a legitimate question "I am bored with that question, you are boring me"

Lovely guy, Bill... great Evertonian though.
Gareth Fieldstead
12 Posted 20/11/2012 at 14:02:28
Johnson would have got slaughtered for trying to pull a stunt like this. Sorry Phillip but 'over the top vindictive bile?' Kenwright hasn't got anything compared to what Johnson got. Moyes has kept him in that role.

Johnson was hounded out for not supporting Kendall in the transfer market and players sold to appease the bank; Kenwright has been doing that for years and zilch. He has even had numerous journalists banned from the club who have the audacity to question what has been going on. He is scum – end of.
Joe Clitherow
13 Posted 20/11/2012 at 15:11:52
James 368

Yes that's correct. Thanks for the update

Phil O'Rourke
14 Posted 20/11/2012 at 16:14:58
I am a shareholder, not heard anything of them.
Then again, despite repeated attempts to try and join ESA, I am not surprised.
Christopher Kelly
15 Posted 20/11/2012 at 17:26:23
About fucking time... I think we all know how this will turn out but at least some follow-up and press about these crooks running the ship.
Andy Riley
16 Posted 20/11/2012 at 19:02:28
I am a small shareholder and went to a couple of AGMs before they were stopped. I vaguely remember that AGMs were stopped at the same time as the board removed the right of a (quorum) number of individual shareholders to call EGMs as one group (not ESA) was threatening to continually call them over the Kirkby project.

I think the compromise may be to restore AGMs without re-instating the right of a limited number of shareholders to call EGMs and restrict attendance to actual shareholders with no proxies allowed. Can anybody give any more information on this?
Peter Laing
17 Posted 20/11/2012 at 19:52:32
Kenwright, like every good dictator, silenced any dissenting voices and used the system to maximum effect and cancelled the AGMs to prevent any awkward and unpalatable questions regarding his and his cronies motives. Do you honestly believe that he will give up his trainset any time soon? He continues to preside over a whitewash.
Joe Bibb
18 Posted 20/11/2012 at 20:38:44
Bluffalo Bill might just hold an AGM if we are still in the top 4; he will get out his old Oscar Speech dust it down and give you the 'I am A Blue Too' waffle.

I thought it was only 'small' businesses that could cancel AGMs... if a turnover of £80 million is a 'small' business, then there is no hope for any Shareholder.

But really we can't expect Bill to make the AGM anyway as he is working 24/7 to find a buyer...
John Vanderwerff
19 Posted 20/11/2012 at 21:32:45
Post 424 Phil O'Rourke if you want to join the EFCSA the following link takes you to the website and contains the joining information. Any problems let me know.

http://www.efcsa.org/contact-us/join/

Andy Walker
20 Posted 20/11/2012 at 21:44:58
I guess he just got fed up with being abused and having the meetings sidetracked by people who think he is a 'crook', 'dictator', 'scum' etc. Such folk aren't going to be persuaded by anyone let alone BK to change their deeply embedded hatred of him, so he probably thinks "What's the point?"

I know if it was me, I'd just say "Fuck 'em, I can't be arsed dealing with that crap." Irony is though they have very legit points to raise, but a sensible and credible balance has to be found between challenging/questioning and simple abuse with a lack of respect. Going too far down the latter route has only proved to be counter productive and has only strengthened BK's position i.e. it gives him the ideal excuse to cancel the AGMs.

Hopefully the AGMs will be reinstated and respect on both sides can be established. There are ways and means of influencing, but simply abusing the guy who holds all the cards, however passionate people feel, isn't the sharpest way to do things in my opinion.
Patrick Murphy
21 Posted 20/11/2012 at 22:12:32
There is no doubt that BK doesn't want the abuse and awkward questions. However, it shouldn't be about a single person and his thin-skin. He and his cohorts have played the oldest trick in the book: they have demonised legitimate opponents and then changed the rules – they would say – in order to preserve the good name of the club.

IMHO, Bill Kenwright has sullied the name of the club by refusing shareholders their democratic right to hold him and his board to account. I don't pretend to understand company law, but it seems to me that it is morally corrupt to use the law as an excuse to protect yourself from the slings of arrows of fellow shareholders.

If the board and Bill Kenwright have nothing to hide or be ashamed of, then surely an AGM is the least the club should do in order to regain the trust of some fans and shareholders.

Although it is a private company, it is not a private club. Those who are fortunate to have the money(?) and power to run the club should realise that as a club we rely on their good governance and they rely on our goodwill and hard-earned cash.

it is not possible to have any meaningful dialogue if those in charge hide behind a self-erected wall of silence. Perhaps the 'Everton Way' is more akin to the manner in which the Chinese people are governed.

Danny Broderick
22 Posted 20/11/2012 at 22:33:37
I wonder if the local media will report this? Maybe not, as "the Echo owes the club a few favours..."
Ian Smitham
23 Posted 20/11/2012 at 23:16:28
Mr Walker, exactly how I see it, thanks for your excellent submission.
Ciarán McGlone
24 Posted 20/11/2012 at 23:22:44
I'm quite sure he doesn't want awkward questions in regard to his fuckaboutery..

I, and every Evertionian with any grey matter should want awkward questions asked.

As for abuse... I've never heard of him being given abuse at these things. I have however heard reports of him being ignorant to those who rightly pose 'awkward questions'.

Ste Traverse
26 Posted 21/11/2012 at 00:07:46
Kenwright has had loads of stinging criticism,and rightly so, he's deserves the lot.

I don't believe you could ever have term it 'abuse' though. The worst it's ever got for him was when his grid flashed up during the QPR debacle at the start of last season and there was a crescendo of boos around Goodison in responce.

I don't believe BK will ever reinstate AGMs as when the going gets tough, Kenwright goes hiding. He hasn't the bottle to front up to his many critics.

Christopher Kelly
27 Posted 21/11/2012 at 01:37:10
He doesn't seem to have too much to gain from reinstating the AGM's -- I unfortunately see this as a dead issue as question #1 will be: "So, how's that 24/7 search going after all of these years?"

Philip Quilliam
28 Posted 21/11/2012 at 09:14:24
Gareth #402. This is what I mean by vindictive bile:
these crooks running the ship
Kenwright, like every good dictator
litany of bullshit
We already know Kenwright is a proven liar
many players going through the Goodison exit door that the Kenwright regime has stitched up.
that's the same bollocks that Kenshite has been spewing for years
Kenwright has been a parasite to this club, nothing else.
no defending this administration. They have patently been shown to be spin merchants... no, let us get it straight — LIARS!!
The man is a gaping ring-piece
Not only is this vindictive bile some of it is probably libellous.
Derek Thomas
29 Posted 21/11/2012 at 09:54:27
Phillip #515 It's only libellous if it ISN'T true, not just coz you don't like the tone of it;

2 things;

1) the statements may be libellous, but BK doesn't give a monkey's toss what people say on here or elsewhere

2) Or the statement's libellousness(?) won't stand up in court and BK doesn't give a monkey's toss what people say on here or elsewhere.

Everybody's got something to hide except for me and my monkey.

Danny Broderick
30 Posted 21/11/2012 at 11:13:16
Philip (515),

The issue is about what is said in AGMs, not on a ToffeeWeb thread!

Philip Quilliam
31 Posted 21/11/2012 at 13:26:29
I am pretty sure that labelling someone or an entity as "crooks" without substantive evidence is probably libellous, though I admit calling someone a "gaping ring-piece" probably isn't; amusing and graphic as it is it could probably be defended as someones opinion though the exchanges between prosecution and defence would be interesting.

My intention was not to suggest that these phrases would be trundled out at an AGM but to help BK make up his mind that he will continue to deny legitimate shareholders the right to question decisions made by the board. If he thinks that an AGM will degenerate into a slanging match then he will continue to block its reintroduction and if the intention is to get the board to publicly account for its actions then this spleen-venting is counter-productive.
Matt Traynor
32 Posted 21/11/2012 at 14:09:59
But Philip #542, "inappropriate behaviour" or however you would describe it from shareholders can and does happen at AGMs in all manner of companies, all over the world.

I agree that football is more emotive than most sectors, and that a football fan/shareholder may not observe any notion of decency, but all that you have to do is lay down some ground rules and eject those who fail to observe them. It can and does happen in other industry sectors. Binning AGMs is a cop out and invites further scrutiny.

Colin Fitzpatrick
33 Posted 21/11/2012 at 14:34:03
Talk about re-writing history. I was at those previous meetings, including the last EGM, organised and financed by KEIOC as nobody else had the backbone nor the understanding of what was going on. They were neither unruly nor was Bill Kenwright abused or called a 'crook', 'dictator' or 'scum' etc. If this had have happened, would this not be a reflection of the weakness and inability of the chairman to control a general meeting? Of course it would – but it never happened. If this would have happened, would you not have seen the evidence? After all, they were all videotaped and recorded.

The facts are nobody abused the board or the management team, there wasn't a massive contingent of proxies who hijacked the meeting, there were no more than thirty; the only hijacking that occurred was by the board when using their block vote to overrule the majority of people in the room who wished them to abandon the folly that was Kirkby; that was the majority who ended up being right and would have saved the club millions of pounds.

The board changed the rules because they didn't want to be held accountable for telling the blatant lie to the shareholders and the fanbase that Tesco were giving Everton a £52m cross-subsidy towards the cost of the Kirkby stadium. The truth being that Tesco wasn't giving £52m, nor were they giving £5m, not even £5; they were in fact giving nothing whatsoever, hence the reason Everton couldn't explain the finances to the later Government inquiry and hence the criticism they received in the report for being unable to do so.

“Ours is not an enabling case” bellowed Tesco’s Patrick Clarkson QC in his opening statement to the inquiry as Everton, stitched up like the amateur kippers that they are, held their heads in their hands. The deal of the century? Don’t make me laugh; it was the crime of the century, a crime that should have had every one of the board banned from the boardroom and Goodison Park for life.

Best of luck to those in the SA but I've long since given up on the gullibility of people supporting Everton; time and time again they fall for the same old routines that are used to cover up the root cause of Everton’s problem and still they can’t see it but carry on blindly supporting people who have no place at Everton as the records prove.

Barry Rathbone
34 Posted 21/11/2012 at 15:37:44
Well said, Colin.
Karl Masters
35 Posted 21/11/2012 at 18:52:04
It baffles me that any Evertonian anywhere can possibly think we were not lied to over Kirkby.

Really, even if you leave aside the highly questionable 'Deal of the Century' statement just remember...

'The best transport links of any stadium in Europe' proved to be utter nonsense with parking miles away, a Thomas the Tank train service and Park and Ride that would take so long to clear the Stadium, even Knowsley Council wanted the capacity pegged at just over 40,000. Wyness even tried to convince us we'd be CYCLING there!!!!!!

That added to a very basic design (sold to us with a picture of fictional searchlights etc), no concert revenue possible (another lie at the start that was uncovered) and the realisation that Everton FC's best interests sat well behind those of Tesco, Knowsley Council and the Board's personal interests should be in every Evertonian's head when weighing up the competence and trustworthiness of the current regime.

Tom Hughes
36 Posted 21/11/2012 at 20:34:13
Absolutely spot on, Colin and Karl.......

Imagine if Johnson had've tried to pull-off even half of this? He wouldn't have lasted long enough, the outrage would've suffocated the whole club.

The Shareholder's Association has no choice but to follow this course of action. It was always meant to be a watchdog to help keep the board accountable for their actions and decisions. The final AGMs/EGM only illustrated that the board could not, or did not want to account for the various decisions surrounding Destination Kirkby, just as they couldn't with the previous Kings Dock debacle..... and various other previous dubious episodes. Is it any wonder they pulled the plug at the first opportunity? Hopefully, common sense will prevail, and the SA will receive their mandate.

Derek Thomas
37 Posted 23/11/2012 at 10:41:37
Does anybody expect to hear word one, especially along the lines of...

"Well, okay, seeing as you asked nicely..."?
Christine Foster
38 Posted 23/11/2012 at 12:11:10
Colin, just checking on clarifications and updates on the Companies Act regarding privately traded companies such as EFC, this section of the report from BDO comments:
Prior to August 2009, the members of a private company could require the directors to call a general meeting if at least 10 per cent of members (5 per cent if a meeting has not been held for 12 months) requested one. From 3 August this percentage was reduced to 5 per cent in all circumstances by The Companies (Shareholders Rights) Regulations 2009.

A general meeting requires 14 days’ notice but may be called at shorter notice if 90 per cent (or if required by the articles a higher percentage not exceeding 95 per cent) of the members agree.

From the 3 August 2009 The Companies (Shareholders Rights) Regulations 2009 provide that every private company that is a traded company must hold a general meeting as its annual general meeting (see 5.3.2).
I wonder if someone could clarify the last paragraph as it would appear that an AGM is now required if shares are traded privately.

Would this amendment mean that this requirement overrides the original legislation? Can KEIOC clarify?

Eugene Ruane
39 Posted 23/11/2012 at 12:22:09
It is ludicrous and incredible that (particularly after Kirkby), there are STILL those out there prepared to make (pitiful) excuses for Kenwright's lies, bluffs and bollocks.

The same people would hammer bankers and politicians for doing the same, but as long as BK does his "There's no bigger Evertonian than me" act, there are, it seems, plenty prepared to overlook the blindingly obvious.

I'm convinced that if Harold Shipman swore allegiance to Everton, there'd be some giving it "Ok I'm not condoning what he done....but loads o' those arl women were on the outs anyway..I mean in a way he was probably doin' them a favour" etc blah.

Kenwright is a classic snake-oil salesman and relies on mugs.

He understands he doesn't need EVERYONE to buy a bottle, just enough people to keep him going.

And sadly, there are more than enough Evertonians prepared to wave a handful of dollars at him and shout "Over here! I'll have one!"

As PT Barnum said, there's a sucker born every minute.

Thomas Lennon
40 Posted 23/11/2012 at 13:01:23
If I remember correctly, the threat that ended the AGMs was for shareholders to call an EGM as frequently as possible until they got their way – not any personal barracking board members may have experienced?
Mark Robinson
41 Posted 23/11/2012 at 15:04:18
I actually believe Bill has done a good job but I also believe the shareholders have a right to be heard.

After all, is it not Mr Bill Kenwright who is proud of the fact that we are known as "The People's Club"? Well, let the people in then, Bill.
Michael Kenrick
42 Posted 23/11/2012 at 15:21:12
We're not known as "The People's Club". We're not called "The People's Club" anymore... Not after some smart fan registered it as a trademark and "The People's Club" dropped it like a hot tamale.
Ciarán McGlone
43 Posted 23/11/2012 at 16:35:43
Christine,

I can only assume that BDO piece contains a typo..

A private traded company is a contradiction. All references in the Companies Act amending regs relate to 'Traded Companies'...not privately traded companies..

A General meeting of a private company can be called by 5% of members under the 2006 Act ... however is there 5% of independents?

James Asquith
44 Posted 23/11/2012 at 17:10:37
Ciaran,

Just over 14% of the shares are owned in blocks of less than 100. Apart from Lord Grantchester (who controls somewhere around 9%), there are a couple of individuals with over 100 who are not directly tied to the current board.

(Sorry, my internet skill aren't good enough to put the accent in your name.)

Christine Foster
45 Posted 23/11/2012 at 20:08:15
Claran, no its not a typo, I checked. A.private company that trades its shares ( not a listed publically tradied company ) is a privately traded company. The key point is that shares are traded, the amendment in 2009 to the act clearly indicates a general meeting must be held for all shareholders.

That's why I wondered if someone in KEIOC had access to an experienced specialist who could throw some light on this. Worth a look as its not the first time the club didn't read the small print.

Ciarán McGlone
46 Posted 23/11/2012 at 22:13:48
Traded means its listed Christine.
Christine Foster
47 Posted 24/11/2012 at 06:04:18
No Ciaran, 'traded' means shares trade hands; public companies do so to public and institutions, private trading means shares are not publicly offered but are traded between individuals. Remember, not all private companies sell their shares, hence the differentiation. Hence my question for clarification, BDO clearly makes the distinction.
Eric Myles
48 Posted 24/11/2012 at 06:39:36
Phillip #542 "if the intention is to get the board to publicly account for its actions"

That is the exact point of having AGMs, in ANY company.

That the board of the company of Eveton FC doesn't want to account for its actions in front of its shareholders speaks volumes.

Ciarán McGlone
49 Posted 24/11/2012 at 10:39:05
Christine,

The term 'traded' as used in company law means listed in a regulated market.

If you can find me one reference to a privately traded company then ill concede I know nothing about commercial law. You won't.

Carl Sanderson
50 Posted 24/11/2012 at 11:03:46
Mark 792:

You say that Mr Kenwright has "done a good job", something I keep on hearing and reading. My genuine question to you is: in what way has he done a good job?

Christine Foster
51 Posted 25/11/2012 at 14:11:34
Thanks Ciaran, I do know the difference between a private or publicly listed company, FYI see the link below for reference, I think the term 'traded' from your perspective only relates to publicly listed (not private) companies.

http://en.wikipedia.org/wiki/Privately_held_company

Shares in privately held companies can be traded but are not done so publicly on a stock exchange, but between individuals or other entities.

Colin Fitzpatrick
52 Posted 25/11/2012 at 20:47:16
Apparently Christine, Everton’s shares, although bought and sold, the chairman himself I understand has acquired Everton shares owned by Blood Brothers author Willy Russell in recent times, they’re not traded by any recognised means, as by stockbrokers or publicly. Blankstone Sington act as nothing more than an agent and the shares are offered on a matched bargain basis which is fairly self-explanatory.

So the SA need to obtain a yes from 5% or 1750 of the shareholding which I think is a monumental task in itself tbh, bearing in mind the last EGM, far more highly supported than the Cannon EGM and one that concerned the very future of the club, probably only obtained 700 – 800 shares between them.

It will be academic of course if one person in particular adds his vote but he’s not the ruthless businessman his grandfather was, he’s a gentleman farmer, not in the best of health, who may or may not support the EGM, we'll have to wait and see.

I’d expect pressure to be applied to avoid this EGM at all costs; maybe the shareholders will be offered something to avoid the more official and legally binding general meeting, the result at which is a foregone conclusion. Maybe pressure will be applied to those with the greater number of shares as the board and their lieutenants, some would say der Oberleutnants, have shown themselves to be ruthless enough and desperate enough to do anything; never forget what was contained in the Ross emails and have a good read of what they've done to a perfectly innocent supporter on the KEIOC site right now, the article sheds some light on a series of disgraceful acts which all involved in should hang their heads in shame. http://www.keioc.net/index.php?mact=News,cntnt01,detail,0&cntnt01articleid=389&cntnt01returnid=15

The truth about the cancellation of the general meetings was that the board and management team had sight of the next requisition which would have exposed the board like a cadaver beneath a pathologist knife. A hastily arranged manoeuvre to change the articles without so much as a by your leave was conducted followed by the usual broken promises of pointless shareholder’s forums which, if memory serves me correctly, the only abusing was conducted by the bored chairman on one of his own shareholders; didn't the last one announce the Park End development? That went well then didn't it?

Yes they initially cited the need to avoid unnecessary meetings but this eventually morphed into the usual tactics of blaming the behaviour of others which the more gullible and dense swallow quicker than a lib dem in a coalition. The last meeting revealed that few understood what was going on but realised this wasn't in the best interests of the club, if they would have listened to them then we could have saved millions of pounds. The board were caught red handed over Kirkby, again some people can’t see it while others won’t see it; that’s just life.

Best of luck to the SA, there’s some decent people involved but it’s pointless dealing with these people, they've shown that they can't be trusted and take a look how they've treated an ordinary matchgoing Evertonian who simply happened to disagree with them.

If you don't know what type of person you're dealing with just never ever forget that Tesco were giving us £52 million towards the cost of the stadium and when you realise that they weren't giving us a penny, when that penny drops to earth with a heavy thud, bear that in mind every time one of them opens their mouths.

Ciarán McGlone
53 Posted 25/11/2012 at 21:12:45
Christine,

You asked a question but don't appear to want to hear the answer.

Of course shares in private companies can be traded in the normal sense of the word... But that doesn't make it a privately traded company. There's no such thing.

http://corporate.practicallaw.com/2-386-7257

Michael Kenrick
54 Posted 25/11/2012 at 22:16:08
Cairan,

My understanding is that shares in Everton FC Co Ltd are not traded on any regulated market and therefore the company fails to meet the definition you provide for a [publicly] traded company.

If it's not a publicly traded company, while private persons owning shares engage in the trade of those shares by private agreement, then wouldn't most people call that a 'privately traded company'?

Ciarán McGlone
55 Posted 25/11/2012 at 22:21:56
Christines asking if the amendments to the companies act - and specifically those related to AGMs - apply to Everton, but they only apply to 'traded' companies.

Most people might call it a private traded company.. but in legal parlance and particularly company law it has no meaning at all.

BDO appear to have worded their article wrongly, hence the confusion.

Bob Willis
56 Posted 25/11/2012 at 22:39:27
If Everton are truly 'The People's Club' then let 'The People' speak - at an AGM.
Michael Kenrick
57 Posted 26/11/2012 at 07:06:46
Cairan, I'm no expert but my reading of the BDO report implies there are private companies that are 'traded' — by the definition you have given, on a regulated market, and that would NOT include EFC Co Ltd. So they do not qualify as a "private company that is a traded company" per the definition.

Although EFC Co Ltd is a private company that is not traded on a market, it is still a private company, and must meet the provisions listed — including the 5% one for having the members request the directors to hold a general meeting.

However, I think Christine has got it a little sideways: Yes, Everton shares are traded privately... but no, that does not make EFC Co Ltd a private company that is a 'traded company' (hence no requirement to hold a GM as its annual meeting). However, EFC Co Ltd is a private company, and 5% of the shareholders are needed to request the general meeting.

Ciarán McGlone
58 Posted 26/11/2012 at 09:34:16
I've no idea why the BDO report states that Michael..

There are two issues being debated here..firstly the requirement for an GM on 5% of the shareholding requesting it - this applies to all companies..

The second is whether section 15 of the Companies (shareholders rights) regs applies to Everton..

It doesn't because Everton don't satisfy the definition of a 'Traded company' within the legislation at section 21

------------------------------------------------------------
Meaning of “traded company”

21. — (1) After section 360B of the Companies Act 2006 insert —
“Meaning of “traded company”

360C. In this Part, “traded company” means a company any shares of which —
(a) carry rights to vote at general meetings, and
(b) are admitted to trading on a regulated market in an EEA State by or with the consent of the company
------------------------------------------------------------

The BDO report appears to be creating a hybrid of these two, something which is not defined in any of the legislation relating to Companies... and in fact one which is clearly prohibited by §755 the companies act itself...
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755 Prohibition of public offers by private company.

(1) A private company limited by shares or limited by guarantee and having a share capital must not —
(a) offer to the public any securities of the company, or
(b) allot or agree to allot any securities of the company with a view to their being offered to the public.
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In short, the BDO report is at best misleading and at worst plain wrong.

Once a company trades it ceases to be private.

Christine Foster
59 Posted 26/11/2012 at 10:46:11
Ciaran, Micheal, thank you for your comments and hence my request for clarification of the comments made in the BDO report. If they have indeed erred in definition or poor explanation then they need to clarify.

Which was the reason I suggested that someone with a better understanding assist or comment, no disrespect intended to any party.

Michael for me you summed up the situation; Ciaran, I assume that in your eyes traded shares means publicly listed company, not private, whereas the BDO definition of traded shares encompasses public and private. Hence my wiki definition.

I was confused, and still am, by the last paragraph of clause 2.3 of the report...

Joe Clitherow
60 Posted 26/11/2012 at 11:37:52
Ciarán is correct I'm afraid.

In simple terms Everton is a private company and shares are not "traded" on any market - i.e. the price is not quoted on a trading board. The rough price at any one time but you have to contact the agent who will quote you a price based on shareholder who is willing to sell. It's a market, Jim, but not as the definition of "traded" knows it.

In any case there's a better test which is that Everton haven't had an AGM and this would be required if 5% required one (which I would think is a given).

The ESA documents are mostly a "request" as I read them based on parity with Traded companies - but if 75% of the shareholding don't want them they don't have to have them. That 75% holding sits with a limited number of holders who have indicated that they don't want to have an AGM.

Paul Jamieson
61 Posted 26/11/2012 at 12:58:39
Loving ToffeeWeb, it should be compulsory reading, the debates which go on for paragraph after paragraph and post after post but for sheer enlightenment you can’t beat Colin for value when he answers Christine in a single paragraph which also enlightened me about our leader Kim Jung Bill buying shares from somebody I always thought was a Liverpudlian and throwing in where you can buy them along the way. Have now read that KEIOC story that gets a mention and that should also be compulsory reading for the rewriters as well.
Ciarán McGlone
62 Posted 27/11/2012 at 10:42:59
"Ciaran, I assume that in your eyes traded shares means publicly listed company, not private"
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Not in my eyes Christine, in the eyes of the law and the definitions as provided within the appropriate legislation..

I can however completely understand the confusion. You'd expect BDO to get something like this right... sloppy.

Jack Russell
63 Posted 27/11/2012 at 14:58:18
Dont forget to respond to the Shareholders Association if you want the AGM reinstated. If you are a shareholder of know someone who is. Bang the drum and let people know.

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