Karen Matthews
7th November 2003, 20:54
EXTRAORDINARY GENERAL MEETING and
COMMITTEE MEETING
SATURDAY 1ST NOVEMBER 2003
Norseman Room, Samuel Platts, Trafford Park
PRESENT
Theresa Towle (Chair); Karen Matthews (Company Secretary); Sean Bones (Vice Chair); Roger Brierley (Finance Director); Margaret Orhan; Nick Towle; Oliver Houston; Lynette Cawthra; DuncanDrasdo; Nick Clay; Shirley Cawthra; John Kallinicos; J. Hildred; K. White; W. Shaughnessy; Mark Southee; John England; Pauline England; Brian Hickey; Jason Gool; Christopher Small; Andrew Smith; Lawrence Spencer and Chris Leigh.
EXTRAORDINARY GENERAL MEETING
1. WELCOME AND APOLOGIES
The Chair welcomed everyone to the meeting and apologies were noted from Jonathan Michie; Lee Shailer; Tanya Taylor; Sue Simpson; Michael Crick; Jean Watson; Geoff Watson; Helen Sadler; Phil Sadler; Sue Simpson and Gary Hirst.
2. SHAREHOLDERS UNITED: AGREEMENT ON VOTING SHARE SCHEME SHARES IN RESPECT OF MU PLC RESOUTIONS
This meeting was convened to decide how to vote Shareholders United shares at the MU plc AGM on 14th November.
There being a total of 11 Resolutions proposed in the Club’s “Notice of Annual General Meeting” document, and subject to receipt of the PIRC Guidelines (still awaited), Shareholders United recommends that members support all the proposed Resolutions with the exception of Numbers 4 and 11 which are detailed as follows:
Resolution 4: “To declare a special dividend for the year ended 31st July 2003 which the directors propose should be 1.50 pence per share”
Resolution 11: “That the Company’s Articles of Association be amended as follows: (A) Article 99(1)*. Replace the figure ‘£100,000’ in the first sentence with ‘£300,000’ and, (b) Article 172. In the first sentence, delete the word ‘Auditor’.”
* This proposes an increase in the maximum limit on fees paid to directors from £100,000 to £300,000. This change, if approved by shareholders, will allow the Board to increase the level of fees paid to its non-executive directors in the future. It will also allow the Board to appoint additional non-executive directors if it considers this to be necessary or appropriate.
Following a brief explanation of each Resolution from Nick Towle, members voted unanimously in favour of voting against Resolutions 4 and 11 and supporting the remainder (considered to be fairly standard). It was noted that Resolutions 5, 6 and 7 are in relation to the three MU plc Directors up for re-election: Sir Roy Gardner (Chairman); David Gill (Chief Executive – successor to Peter Kenyon) and Ian Much (Non-Executive).
In addition, members gave their unanimous support to the proposal that:
· “The Company Secretary of Shareholders United, Karen Matthews, be empowered to vote the shares held by SU members who have nominated SU as proxy at the Annual General Meeting of Manchester United plc on Friday 14th November 2003.”
3. STRATEGY FOR MU PLC AGM (14TH NOVEMBER 2003)
Oliver Houston highlighted some of the main issues for raising at the AGM as being:
* The departures of Messrs. Kenyon and Harverson
* Martin Edwards as President: no mention of this in the Annual Report
* The Ned Kelly book and serialisation in the press
* The proposed Special Dividend and the case for freezing ticket prices
* Television Rights Rule
* Ferguson and Magnier major dispute regarding racehorse
* Fair Trading (Board refusing to comment pending public review)
* Rio Ferdinand and missed drugs test incident/possible ban etc.
* David Gill: driving the brand
* No need for Club to have a ‘Sugar Daddy’
There will be a media campaign to make it clear that shareholder supporters will oppose any takeover bid. SU needs to be seen as unpalatable before any takeover is launched.
There will be a mail shot of individual shareholders to gauge opinion – a small sample survey first, followed by a larger one.
Members who have shares outside SUSS have been asked to complete the top section of the proxy form and return to Computershare by deadline 12th November; lower section (admission slip) to be forwarded to SU’s Karen Matthews at her home address.
3. AGM CO-ORDINATOR’S TIMETABLE
A pre-meeting to co-ordinate the strategy for the AGM will be held in The Norseman Room of The Samuel Platts pub on Friday 14th November ahead of the Manchester United plc Annual General Meeting.
Questions for the AGM should be submitted to either Margaret Orhan or Oliver Houston as soon as possible. Volunteers to help on the day, handing our leaflets etc., and new faces to deliver questions from the floor would be most welcome.
There being no other business, the meeting moved on to the business of the:
COMMITTEE MEETING
1. WELCOME AND APOLOGIES
Members in attendance and recorded apologies are the same as for the preceding Extraordinary General Meeting.
2. MINUTES OF THE PREVIOUS COMMITTEE MEETING
The minutes of the previous Committee Meeting held on 16th August 2003 were approved as a true record.
3. MATTERS ARISING
There were no matters arising.
4. PROGRESS REPORTS
Share Scheme Report
The report to end September 2003 was circulated ahead of the meeting (copies available also at the meeting). Duncan Drasdo reported 53 renewals, 244 new members (550 this month) with a total of £328,072 invested in share scheme representing 226,2356 shares. Standing orders and purchases increasing each month.
Web Site
The view holding facility has now been restored but DD still has a working list. Recurring standing orders mandate through credit card to be addressed next week.
MU are apparently aware that their web site is currently experiencing difficulties accepting on-line ticket applications.
Media Report
DD and SB have both recently featured regularly in the Manchester Evening News, on local television and on MUTV. There has been a direct correlation between the speculations of takeover, the publicity afforded to SU and the increased membership of SU.
OH reported SU coverage in the USA press - Herald Tribune amongst others. Whilst considered useful to collect information on any potential buyer of the Club, SU’s strategy remains concentrated on fending off any potential bid rather than focusing on any one individual.
Patrons
Presently have 17 patrons. MO reported she is still trying to locate Eric Cantona’s address and also expects to contact Pete Boyle during the course of the next week. Anyone with any other suggestions for patrons is asked to contact MO direct. The interview with Sandy Busby went well and will be featured in the next edition of the SU newsletter.
Financial Director’s Report
RB reported circa £5000 in the bank with a further £5000 in reserve. He pointed out however that SU would need an immediate supply of money in the event of a takeover bid. Any fight will be expensive and SU will be seeking donations and ideas for fundraising.
Recruitment Report
SB reported a fantastic growth having successfully blitzed the media. Two types of shareholders identified: (i) investor shareholder: puts money in initially for increased dividend but then takes money out, and (ii) supporter shareholder: puts money into the Club to nurture the team and ticket prices.
Viral email is currently being set up.
The Scandinavian Supporters’ Branch has agreed to take membership in local currency and bulk batch to SU.
A Member Referral Reward Scheme has been launched as an incentive to encourage all members to persuade every United supporter they know to join SU. For every new member introduced the original member’s account will be credited with an additional £1’s worth of MU shares. (This scheme has been set up to comply with the Data Protection Act.)
Newsletter
The last print run was 3000 but due to recent increased membership levels is more likely to be 4000 next edition. TT advised her intention to stand down as Editor at the May 2004 AGM; and it was therefore noted that SU were now actively seeking a replacement to edit the newsletter on an ongoing basis.
5. ANY OTHER BUSINESS
Potential Takeover - SU should be prepared to act immediately in the event of any potential takeover; and in the meantime should continue to increase its shareholding amongst supporters. TT advised that the London Branch of IMUSA had invited a SU Representative to their next meeting and that she had agreed to attend.
The types of messages to try and get across to convince supporters not to sell are (i) that the retention of 10% of the overall shares is required to block a full takeover and that just one share could make the difference, and (ii) given the interest in China and India alone, that the value of shares is miniscule today compared to what they could be in another decade. (The restriction placed upon SU to prevent it saying this publicly was acknowledged.)
Ticket Prices - Shirley Cawthra (a former member of the Fans’ Forum) urged the SU Representative to really push on the issue of freezing ticket prices.
6. DATE OF NEXT COMMITTEE MEETING
Pre-meeting (prior to MU plc AGM) Friday 14th November commencing 9.00 a.m. in The Norseman Room, Samuel Platts pub, Trafford Park.
The next Committee Meeting will be held on Saturday 6th December – 1.00 p.m. in The Norseman Room, Samuel Platts pub, Trafford Park.
All members are encouraged to attend both meetings.
COMMITTEE MEETING
SATURDAY 1ST NOVEMBER 2003
Norseman Room, Samuel Platts, Trafford Park
PRESENT
Theresa Towle (Chair); Karen Matthews (Company Secretary); Sean Bones (Vice Chair); Roger Brierley (Finance Director); Margaret Orhan; Nick Towle; Oliver Houston; Lynette Cawthra; DuncanDrasdo; Nick Clay; Shirley Cawthra; John Kallinicos; J. Hildred; K. White; W. Shaughnessy; Mark Southee; John England; Pauline England; Brian Hickey; Jason Gool; Christopher Small; Andrew Smith; Lawrence Spencer and Chris Leigh.
EXTRAORDINARY GENERAL MEETING
1. WELCOME AND APOLOGIES
The Chair welcomed everyone to the meeting and apologies were noted from Jonathan Michie; Lee Shailer; Tanya Taylor; Sue Simpson; Michael Crick; Jean Watson; Geoff Watson; Helen Sadler; Phil Sadler; Sue Simpson and Gary Hirst.
2. SHAREHOLDERS UNITED: AGREEMENT ON VOTING SHARE SCHEME SHARES IN RESPECT OF MU PLC RESOUTIONS
This meeting was convened to decide how to vote Shareholders United shares at the MU plc AGM on 14th November.
There being a total of 11 Resolutions proposed in the Club’s “Notice of Annual General Meeting” document, and subject to receipt of the PIRC Guidelines (still awaited), Shareholders United recommends that members support all the proposed Resolutions with the exception of Numbers 4 and 11 which are detailed as follows:
Resolution 4: “To declare a special dividend for the year ended 31st July 2003 which the directors propose should be 1.50 pence per share”
Resolution 11: “That the Company’s Articles of Association be amended as follows: (A) Article 99(1)*. Replace the figure ‘£100,000’ in the first sentence with ‘£300,000’ and, (b) Article 172. In the first sentence, delete the word ‘Auditor’.”
* This proposes an increase in the maximum limit on fees paid to directors from £100,000 to £300,000. This change, if approved by shareholders, will allow the Board to increase the level of fees paid to its non-executive directors in the future. It will also allow the Board to appoint additional non-executive directors if it considers this to be necessary or appropriate.
Following a brief explanation of each Resolution from Nick Towle, members voted unanimously in favour of voting against Resolutions 4 and 11 and supporting the remainder (considered to be fairly standard). It was noted that Resolutions 5, 6 and 7 are in relation to the three MU plc Directors up for re-election: Sir Roy Gardner (Chairman); David Gill (Chief Executive – successor to Peter Kenyon) and Ian Much (Non-Executive).
In addition, members gave their unanimous support to the proposal that:
· “The Company Secretary of Shareholders United, Karen Matthews, be empowered to vote the shares held by SU members who have nominated SU as proxy at the Annual General Meeting of Manchester United plc on Friday 14th November 2003.”
3. STRATEGY FOR MU PLC AGM (14TH NOVEMBER 2003)
Oliver Houston highlighted some of the main issues for raising at the AGM as being:
* The departures of Messrs. Kenyon and Harverson
* Martin Edwards as President: no mention of this in the Annual Report
* The Ned Kelly book and serialisation in the press
* The proposed Special Dividend and the case for freezing ticket prices
* Television Rights Rule
* Ferguson and Magnier major dispute regarding racehorse
* Fair Trading (Board refusing to comment pending public review)
* Rio Ferdinand and missed drugs test incident/possible ban etc.
* David Gill: driving the brand
* No need for Club to have a ‘Sugar Daddy’
There will be a media campaign to make it clear that shareholder supporters will oppose any takeover bid. SU needs to be seen as unpalatable before any takeover is launched.
There will be a mail shot of individual shareholders to gauge opinion – a small sample survey first, followed by a larger one.
Members who have shares outside SUSS have been asked to complete the top section of the proxy form and return to Computershare by deadline 12th November; lower section (admission slip) to be forwarded to SU’s Karen Matthews at her home address.
3. AGM CO-ORDINATOR’S TIMETABLE
A pre-meeting to co-ordinate the strategy for the AGM will be held in The Norseman Room of The Samuel Platts pub on Friday 14th November ahead of the Manchester United plc Annual General Meeting.
Questions for the AGM should be submitted to either Margaret Orhan or Oliver Houston as soon as possible. Volunteers to help on the day, handing our leaflets etc., and new faces to deliver questions from the floor would be most welcome.
There being no other business, the meeting moved on to the business of the:
COMMITTEE MEETING
1. WELCOME AND APOLOGIES
Members in attendance and recorded apologies are the same as for the preceding Extraordinary General Meeting.
2. MINUTES OF THE PREVIOUS COMMITTEE MEETING
The minutes of the previous Committee Meeting held on 16th August 2003 were approved as a true record.
3. MATTERS ARISING
There were no matters arising.
4. PROGRESS REPORTS
Share Scheme Report
The report to end September 2003 was circulated ahead of the meeting (copies available also at the meeting). Duncan Drasdo reported 53 renewals, 244 new members (550 this month) with a total of £328,072 invested in share scheme representing 226,2356 shares. Standing orders and purchases increasing each month.
Web Site
The view holding facility has now been restored but DD still has a working list. Recurring standing orders mandate through credit card to be addressed next week.
MU are apparently aware that their web site is currently experiencing difficulties accepting on-line ticket applications.
Media Report
DD and SB have both recently featured regularly in the Manchester Evening News, on local television and on MUTV. There has been a direct correlation between the speculations of takeover, the publicity afforded to SU and the increased membership of SU.
OH reported SU coverage in the USA press - Herald Tribune amongst others. Whilst considered useful to collect information on any potential buyer of the Club, SU’s strategy remains concentrated on fending off any potential bid rather than focusing on any one individual.
Patrons
Presently have 17 patrons. MO reported she is still trying to locate Eric Cantona’s address and also expects to contact Pete Boyle during the course of the next week. Anyone with any other suggestions for patrons is asked to contact MO direct. The interview with Sandy Busby went well and will be featured in the next edition of the SU newsletter.
Financial Director’s Report
RB reported circa £5000 in the bank with a further £5000 in reserve. He pointed out however that SU would need an immediate supply of money in the event of a takeover bid. Any fight will be expensive and SU will be seeking donations and ideas for fundraising.
Recruitment Report
SB reported a fantastic growth having successfully blitzed the media. Two types of shareholders identified: (i) investor shareholder: puts money in initially for increased dividend but then takes money out, and (ii) supporter shareholder: puts money into the Club to nurture the team and ticket prices.
Viral email is currently being set up.
The Scandinavian Supporters’ Branch has agreed to take membership in local currency and bulk batch to SU.
A Member Referral Reward Scheme has been launched as an incentive to encourage all members to persuade every United supporter they know to join SU. For every new member introduced the original member’s account will be credited with an additional £1’s worth of MU shares. (This scheme has been set up to comply with the Data Protection Act.)
Newsletter
The last print run was 3000 but due to recent increased membership levels is more likely to be 4000 next edition. TT advised her intention to stand down as Editor at the May 2004 AGM; and it was therefore noted that SU were now actively seeking a replacement to edit the newsletter on an ongoing basis.
5. ANY OTHER BUSINESS
Potential Takeover - SU should be prepared to act immediately in the event of any potential takeover; and in the meantime should continue to increase its shareholding amongst supporters. TT advised that the London Branch of IMUSA had invited a SU Representative to their next meeting and that she had agreed to attend.
The types of messages to try and get across to convince supporters not to sell are (i) that the retention of 10% of the overall shares is required to block a full takeover and that just one share could make the difference, and (ii) given the interest in China and India alone, that the value of shares is miniscule today compared to what they could be in another decade. (The restriction placed upon SU to prevent it saying this publicly was acknowledged.)
Ticket Prices - Shirley Cawthra (a former member of the Fans’ Forum) urged the SU Representative to really push on the issue of freezing ticket prices.
6. DATE OF NEXT COMMITTEE MEETING
Pre-meeting (prior to MU plc AGM) Friday 14th November commencing 9.00 a.m. in The Norseman Room, Samuel Platts pub, Trafford Park.
The next Committee Meeting will be held on Saturday 6th December – 1.00 p.m. in The Norseman Room, Samuel Platts pub, Trafford Park.
All members are encouraged to attend both meetings.