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SHYC Debenture Holders Association. Minutes of the Annual General MeetingSunday 23 November 2008 Held in the Royal Sovereign Suite Present:
The meeting commenced at 11:40 with 24 Debenture Holders present and John Crone presiding. 1. The Chairman welcomed members to the second Annual General Meeting of the Association noting that he was pleased that Guy Steven was present in the role of Secretary having not been able to attend the previous AGM through ill health. 2. Apologies were received from Gordon and Tina Scott, Marilla Addis and Peter Olden. 3. Minutes for the 2007 AGM which had been circulated to all members were offered for approval; this being proposed by Steve Atkin and seconded by Tom Stoneman the motion was carried. 4. There were no matters arising. 5. Treasurer’s Report 6. Plan to Manage the Maturity of Debentures In looking forward to the debenture maturity date on March 2010, John noted that debenture holders are entitled to act independently and to make a claim against the Club to recover their loans on this date. However, given the situation, as appraised by the Committee, whereby the Club could not realistically be expected to raise alternative funds in the prevailing financial climate to meet a large payout on maturing debentures, the chances of causing the Club in this instance to go into liquidation were high. He suggested that this was an outcome which members would strongly wish to avoid. The Chairman offered measures generated by the committee to address the difficulty he had identified, thereby alleviating the burden on the Clubs finances. He announced that the Club’s Board had agreed to offer Life Membership to debenture holders in lieu of £1500 per member of outstanding loan. This would, however, only form an option for some. He proposed that members might wish to defer a claim to realise their debenture loans for a further 5 years. In order that the Committee could negotiate with the Board with a good understanding of the wishes of the members, it was issuing a questionnaire to all members to seek their views. Those attending the meeting could collect a questionnaire from the Secretary. Questionnaires would be posted out to members not present. Sue Brown asked whether it would be possible for some members to be re-paid on the due date. John reiterated that members were entitled to make claims to the Club Board irrespective of any recommendation made by the Committee. Chris Jeffries suggested that there should be no special treatment for any individual and that any influence the Committee might wish to exert on the Board would be on an equitable basis regarding the wishes of individual members. George Evans, as an existing life member, asked if a life membership could be bought on behalf of another person. Rob Morris indicated that there was no plan at present to offer this. Charles Erb said that whilst he was ‘on board’ for a postponement of his debenture repayment he would like to see an interim payment of interest, rather than a roll up of earnings taken to the ten year point. Rob Morris replied that assuming the Club performed financially at least as well as had been the case in the past year, there would be sufficient funds to enable this to be done if debenture repayments were deferred. The Chairman reported that he had recently written to the Commodore personally, expressing the concerns of the Committee and underlining the need for the Board to develop a strategy to meet the redemption date in a manner acceptable to all debenture holders. He had drawn attention to the fact that the Club’s own projections indicated that only about half the amount needed to meet the possible 50% gate payout could be raised by the due date in 2010. This would support the efforts of Rob Morris, as Treasurer of the Club, to persuade Board members to urgently focus on the issue. Alfred Hamilton asked how the Committee viewed the possibility of debenture holders surrendering their rights. Chris Jeffries expressed the view that this should be discouraged, as it removed some incentive from the Board to meet their obligations as well as undermining the position of debenture holders wishing to retain their rights. Roger Clifford suggested that it was not necessary to grant the Board a five year extension on repayment and ‘let them off the hook’. The Chairman reassured the meeting that it was not intended to make a decision on the final position of the Association at this meeting but to explore the possibilities and to gain some indication of the how debenture holders were thinking so that the policy of the Association could be refined. An informal poll showed that 16 members present would be prepared to defer for a further 5 years and one who would not. John Levene asked whether new debenture holders could be brought in to support the Club. The Chairman explained that this would be difficult as any new loan would have to be created on the basis of a fourth charge against the Club’s assets and might therefore not be an attractive proposition. He went on to describe how, in theory, it could be possible to form a secondary market whereby debenture holders could sell their loans to other Club members but this idea was not being actively pursued at present. Sue Brown asked if the present rate of 4¾% would continue as the coupon for deferred debentures. The Chairman was able to confirm this and acknowledged that this rate might turn out to be particularly attractive in the near future. Rob Morris referred to a recent meeting he had held with the Clydesdale Bank (the Club’s mortgagee) where the Bank had been pleased to note that the Club had not defaulted on its payments and its most recent accounts showed profitability to be up. The bank was however concerned that a plan, to meet the reasonable expectations of debenture holders, should be put in place as soon as possible. Gabbie Brady requested a meeting be held to review progress before the next
AGM. 7. All the existing Trustees offered themselves for re-election and no members responded to the Chairman’s invitation for new trustees to come forward. The proposal to re-elect the Trustees was made from the Chair and seconded by Phil Brown. An overwhelming vote was made to re-elect the Trustees en bloc. The Chairman closed the meeting at 1214 pm.
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