Notice is hereby given that a Special General Meeting (SGM) of the Wrexham Supporters Trust (WST) will be held via Zoom from 19:00 on Tuesday September 22, 2020 to discuss the attached resolution.
An approach to invest in Wrexham AFC Limited has been received by two extremely well-known individuals of high net worth, advised by credible and professional advisers (“the Investors”).
The Investors would wish to purchase the entire issued share capital of Wrexham AFC Limited for a nominal sum and immediately invest £2 million into Wrexham AFC Limited, for the purposes of taking the club forward as a business and as a successful football team (“the Offer”).
Until members have authorised the board of the WST to proceed with discussions, the investors have indicated that they wish their identities to remain confidential.
The WST and external professional advisers consider that the indicative offer is entirely credible.
*Please note* This SGM is not to discuss the full details of the investment, or to approve/disapprove it, but to vote to allow/disallow the WST board to proceed with discussions as per the below.
For background information, Resolution F passed at the annual general meeting of members on Monday June 25, 2018 and Resolution E at a special general meeting on Saturday August 1, 2020, provide guidance for the Board as to how such approaches should be dealt with (“the Previous Resolutions”).
The board of WST consider that a credible potential offer of investment of the magnitude of £2 million should be assessed and negotiated, so that a firm proposal can be placed before the members as rapidly as reasonably possible.
However, for this to happen, the WST board seeks the approval of the members to actively pursue discussions regarding the Offer – notwithstanding the fact that the terms of the offer may not be entirely consistent with a strict interpretation of the WST’s constitution and the Previous Resolutions.
The purpose of the SGM is to vote on the below resolution – this is one resolution, in three parts, and members are being asked to approve/disapprove all three parts as a single voting item.
1. Notwithstanding the Previous Resolutions the board of WST or sub-groups of the board (and advisers) be authorised to discuss the Offer with the Investors in order to negotiate a detailed heads of terms for a potential transaction with the intention that, once a detailed heads of terms is negotiated, the board of WST will call a further SGM for members to accept or reject the Offer. Acceptance of the offer would be by an extraordinary resolution.
2. At an SGM called for approval of the Offer, WST board will provide all appropriate information regarding any offer to members. The Investors will be permitted to present their vision for Wrexham AFC Limited to the members in writing or by audio visual means.
3. The board of WST be authorised to engage appropriate professional advisers, subject to controlling any exposure as to costs.
Please see the attached documents for further information. These are:
We have prepared a list of questions and answers in the first instance, which will be published on both the Club and Trust websites later today to provide some further information.
If you have any further enquiries, we intend publishing another set of FAQs ahead of the Special General Meeting.