Shareholders Association calls for EGM

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.

Just look at the Banking Industry for the latest example.

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

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.

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"?)

Yes that's correct. Thanks for the update

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

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.

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'.

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.

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.

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

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.

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.

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.

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.

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).

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

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.

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?

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.)

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.

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.

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.

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?

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.

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.

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

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'?

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.

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.

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.
--------------------------------------------------------------------

In short, the BDO report is at best misleading and at worst plain wrong.

Once a company trades it ceases to be private.

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...

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.

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