Rochdale AFC is holding the Annual General Meeting (AGM) for Shareholders on Monday 23rd March. Immediately after the AGM there will be an Extraordinary General Meeting (EGM) to deal with various resolutions regarding shares in the Club.
The Club has informed Shareholders by email and post of the meetings and of the resolutions to be proposed. It has since come to the Club’s attention that some matters, particularly the EGM, are now being discussed in public forums. The Board wishes to apologise to Shareholders for this and commits to providing an opportunity for proper debate at the EGM.
To promote transparency and correct any misinformation which may have been communicated, the Board would like to say as follows.
Rochdale AFC is a private company with an authorised share capital of 900,000 shares. This 900,000 figure constitutes an upper limit on the number of shares the Club can issue. Before the Board can issue new shares it must receive authorisation to do so from Shareholders. Authorisation from a previous EGM has now expired. Of the 900,000 limit, there are 502,957 in the hands of Shareholders and the remainder (397,043) are unissued.
The Club seeks Shareholder agreement to the passing of a resolution at the EGM revoking the authorised share capital i.e. removing the limit on the number of shares that the Club may issue. However, this would not grant the Board an unfettered right to issue new shares without Shareholder authorisation. To that end, if the resolution to revoke the authorised share capital is passed, the Club seeks authorisation to issue up to 697,043 new shares taking the total number of shares to 1,200,000.
If the resolution to revoke the authorised share capital is not passed, the Club will seek authorisation to issue the 397,043 shares available when taking into account the limitation imposed.
If the Club receives authorisation to issue new shares, a special resolution is proposed asking that the rights of pre-emption are waived, such that the new shares can be sold without the need to offer existing Shareholders a right of first refusal in proportion to their existing shareholdings.
It would appear that this has led to speculation that a decision has been made for the Club to be sold. The Board wishes to state that there are no plans for an immediate sale, although in the current football environment there is a requirement to keep an open mind to incoming investment opportunities. Essentially the Board seeks room to manoeuvre in the event that it feels it is able to identify an interested party whose intentions for the Club are aligned with its best interests.
Finally, if authorisation is granted at the EGM, the Club will look to set the share price at a minimum of £6. The Board believe that a minimum price of £6 better protects the interests of both the Club and its Shareholders.
This does not set a price for the sale of shares by existing Shareholders who can transfer shares to another person at a price they agree between themselves, as long as the proper transfer procedures are followed.
To conclude, the Board would like to remind all fans and Shareholders that it is comprised of fans of Rochdale AFC, with many years’ experience of running the Club. We pride ourselves on being a family club that is close to the fans and the community and do not wish to see this change.