JohnTerry26
Banned
- Joined
- Oct 29, 2011
- Messages
- 143
- Reaction score
- 0
- Points
- 0
[TABLE="class: layoutTable, width: 100%"]
[TR]
[TD="class: layout"]
[/TD]
[TD="class: layout"] [h=3]MESSAGE FROM CHAIRMAN OF CHELSEA PITCH OWNERS PLC. [/h] Message from Steve Frankham, Chairman of Chelsea Pitch Owners plc.
Hello everyone,
Firstly, here's hoping for a very good 2012 for you - and of course Chelsea FC.
As you are aware, the Chelsea Pitch Owners plc annual general meeting ("AGM") will be held at 11 a.m. this Friday, 20th January 2012. We hope as many of you as possible will exercise your right to vote or have already done so - as chairman I want CPO to become a more vibrant and transparent organisation, and your views (for and against) are vitally important to me and the rest of the Board as we go forward.
I thought I'd set out a few points ahead of Friday's meeting. I'm keen to remind shareholders that all proxies MUST be registered ahead of the AGM, by 11.00 a.m. Wednesday at the latest. Registration on the day itself will begin at 10 a.m. Please remember to bring photo ID with you.
As with the extraordinary general meeting in November, all aspects of the voting process will be handled by Electoral Reform Services. There will be tea and coffee available once you are inside the Harris Suite.
At the AGM, as in previous years, a number of resolutions will be proposed, including those to re-elect myself and my fellow directors to the Board of CPO, and to authorise us to issue shares in CPO. These resolutions were detailed in the notice of AGM sent to CPO shareholders in December.
I have also been asked to confirm that the CPO Board unanimously recommend that shareholders vote in favour of all of the resolutions to be proposed at the AGM, as the CPO Board members intend to do in respect of their own shareholdings.
We accept that people feel mistakes have been made in the past but - with your backing - we are aiming to address these concerns. This was one of the reasons I invited Gray Smith onto the Board. But I must emphasise that all members of the Board feel the same way. We have nothing to hide.
With that in mind, we have seen several inaccurate statements circulating on the internet and elsewhere regarding CPO which we would like to address with the following clarifications:
• In October 2011, 1,686 CPO Shares were issued by the CPO Board in excess of the authority granted to the Board at the 2010 CPO AGM. That was unfortunate, but not deliberate, and was entirely through an oversight. The CPO Board was not aware it was not properly authorised to issue those shares. However, company law is clear that the issue of the 1,686 shares was still valid and that the CPO Board does not have the ability to disenfranchise or rescind the issue of those shares whether it wants to or not.
• Voting at the October 2011 CPO General Meeting was handled by an independent body, the Electoral Reform Services. Neither they nor the CPO Board are aware of any valid proxy votes having been cast which were not counted in the vote at the October General Meeting.
• Rick Glanvill is standing for re-election to the CPO Board at the AGM. He is not employed by Chelsea FC. He is a freelancer and while he has done some work for Chelsea, he is still independent of the club. His status does not breach the articles of association of CPO, which merely prohibit a director of Chelsea FC or a person involved in the management of CFC from being a director of CPO.
• Also, as we explained in our November 2011 press release, there is no legal requirement, whether in the CPO articles of association or otherwise, for a CPO director to hold CPO Shares.
• Sales of shares are currently suspended. CPO exists largely to sell shares, but the CPO Board are not able to recommence sales of CPO Shares unless and until Resolutions 9 and 10 are passed at the AGM. There are no current proposals to amend the rights attaching to CPO Shares, to introduce a new class of shares or to limit the potential purchasers. Such proposals would require the approval of 75 per cent. of CPO shareholders voting on any such resolution.
• Any nominations of new people to join the Board had to be submitted to the company six days before the AGM - none have been received. Nor have any additional resolutions been put forward.
• Gray Smith who became a Director of CPO following his raising of objections at the October EGM, is a senior corporate lawyer, and has agreed with the above legal analysis concerning the share issue.
The current CPO Board want to work together with CPO shareholders to increase the success of Chelsea Football Club both on and off the pitch. Efforts have been made to enhance the composition of the CPO Board through the appointment of Gray Smith and Dennis Wise and, if CPO shareholders provide their approval at next week's AGM, we would like to expand the Board to seven members with a range of opinions and skill-sets.
To reiterate, we would encourage all CPO shareholders to vote at the AGM, whether in person or by proxy. Proxy forms are available for download on this website and must be received (not via email) by 11.00 am on Wednesday 18 January 2012 in order to be valid.
I look forward to seeing as many of you as possible at the AGM.
Have a good week.
Steve Frankham
[/TD]
[/TR]
[/TABLE]
[TR]
[TD="class: layout"]
[/TD]
[TD="class: layout"] [h=3]MESSAGE FROM CHAIRMAN OF CHELSEA PITCH OWNERS PLC. [/h] Message from Steve Frankham, Chairman of Chelsea Pitch Owners plc.
Hello everyone,
Firstly, here's hoping for a very good 2012 for you - and of course Chelsea FC.
As you are aware, the Chelsea Pitch Owners plc annual general meeting ("AGM") will be held at 11 a.m. this Friday, 20th January 2012. We hope as many of you as possible will exercise your right to vote or have already done so - as chairman I want CPO to become a more vibrant and transparent organisation, and your views (for and against) are vitally important to me and the rest of the Board as we go forward.
I thought I'd set out a few points ahead of Friday's meeting. I'm keen to remind shareholders that all proxies MUST be registered ahead of the AGM, by 11.00 a.m. Wednesday at the latest. Registration on the day itself will begin at 10 a.m. Please remember to bring photo ID with you.
As with the extraordinary general meeting in November, all aspects of the voting process will be handled by Electoral Reform Services. There will be tea and coffee available once you are inside the Harris Suite.
At the AGM, as in previous years, a number of resolutions will be proposed, including those to re-elect myself and my fellow directors to the Board of CPO, and to authorise us to issue shares in CPO. These resolutions were detailed in the notice of AGM sent to CPO shareholders in December.
I have also been asked to confirm that the CPO Board unanimously recommend that shareholders vote in favour of all of the resolutions to be proposed at the AGM, as the CPO Board members intend to do in respect of their own shareholdings.
We accept that people feel mistakes have been made in the past but - with your backing - we are aiming to address these concerns. This was one of the reasons I invited Gray Smith onto the Board. But I must emphasise that all members of the Board feel the same way. We have nothing to hide.
With that in mind, we have seen several inaccurate statements circulating on the internet and elsewhere regarding CPO which we would like to address with the following clarifications:
• In October 2011, 1,686 CPO Shares were issued by the CPO Board in excess of the authority granted to the Board at the 2010 CPO AGM. That was unfortunate, but not deliberate, and was entirely through an oversight. The CPO Board was not aware it was not properly authorised to issue those shares. However, company law is clear that the issue of the 1,686 shares was still valid and that the CPO Board does not have the ability to disenfranchise or rescind the issue of those shares whether it wants to or not.
• Voting at the October 2011 CPO General Meeting was handled by an independent body, the Electoral Reform Services. Neither they nor the CPO Board are aware of any valid proxy votes having been cast which were not counted in the vote at the October General Meeting.
• Rick Glanvill is standing for re-election to the CPO Board at the AGM. He is not employed by Chelsea FC. He is a freelancer and while he has done some work for Chelsea, he is still independent of the club. His status does not breach the articles of association of CPO, which merely prohibit a director of Chelsea FC or a person involved in the management of CFC from being a director of CPO.
• Also, as we explained in our November 2011 press release, there is no legal requirement, whether in the CPO articles of association or otherwise, for a CPO director to hold CPO Shares.
• Sales of shares are currently suspended. CPO exists largely to sell shares, but the CPO Board are not able to recommence sales of CPO Shares unless and until Resolutions 9 and 10 are passed at the AGM. There are no current proposals to amend the rights attaching to CPO Shares, to introduce a new class of shares or to limit the potential purchasers. Such proposals would require the approval of 75 per cent. of CPO shareholders voting on any such resolution.
• Any nominations of new people to join the Board had to be submitted to the company six days before the AGM - none have been received. Nor have any additional resolutions been put forward.
• Gray Smith who became a Director of CPO following his raising of objections at the October EGM, is a senior corporate lawyer, and has agreed with the above legal analysis concerning the share issue.
The current CPO Board want to work together with CPO shareholders to increase the success of Chelsea Football Club both on and off the pitch. Efforts have been made to enhance the composition of the CPO Board through the appointment of Gray Smith and Dennis Wise and, if CPO shareholders provide their approval at next week's AGM, we would like to expand the Board to seven members with a range of opinions and skill-sets.
To reiterate, we would encourage all CPO shareholders to vote at the AGM, whether in person or by proxy. Proxy forms are available for download on this website and must be received (not via email) by 11.00 am on Wednesday 18 January 2012 in order to be valid.
I look forward to seeing as many of you as possible at the AGM.
Have a good week.
Steve Frankham
[/TD]
[/TR]
[/TABLE]
