Clarifications Around SGM On Thursday 16th April

In response to recent emailed questions to the Robins Trust and comments made on social media the Robins Trust will like to issue the following statement ahead of Thursday’s SGM.

Why is this decision being made now? Is it being rushed?

The Robins Trust board learned of Bryan Jacob’s death in September 2013 and has known that they were the sole beneficiaries of his estate since then.

In the nearly two years since, the Trust board has worked hard to ensure that the organisation was ready to receive the final sums upon execution of the will.

Trust members were told of the news in November 2014, once we were in a position to know approximate figures that would be received.

The Trust then received the full amount of £222,015.88 into its bank account in March and it was felt that the members should be able to decide on what should happen next at the earliest opportunity.

At no point did the Football Club’s league position or latest set of financial figures factor in that equation – the decision-making process started nearly 18 months before the SGM.

However, the Trust has maintained an open and constructive dialogue with the Football Club and in particular Paul Baker since learning of Bryan¹s death and gesture in 2013.

At every point the Trust board has reiterated to the Club that they should not expect to receive this money, or budget for it as it was up the Trust¹s membership to decide what happened next.

Like the Trust board, the Football Club did not know the exact figures until the start of March 2015.

Should the Robins Trust wait until it is know what division the club will be playing in before making a decision on the investments?

The process has always made without the current league position in mind. 

The investment, through Bryan’s legacy, is one which the Trust believe should carry a Fan Elected Director, this has been the aim of the Trust in the 10 years since it was formed. 

Regardless of the league the club are playing in the role of the Trust will not change.

The hard work completed by 14 different board members and 500 individual members over the last 10 years has been towards ensuring a Fan Elected Director.

What does a no vote mean to item one on the SGM agenda, would the Trust then keep all of the money?

If a no vote is completed the money would remain in the Trust’s account.

The Robins Trust board made a rule change at the most recent AGM in November to ensure that any investment greater than £20k required a vote by our members at either an SGM or AGM. 

If the vote was a no, Trust board would then try to work on new proposals and speak with the Football Club and the Trust’s membership to try and work out a deal that all parties are happy with.

The Trust would then look to stage a further SGM at the earliest opportunity in order to make progress towards its aim of having a Fan Elected Director.

Again, the Trust would like to reiterate that the stance has always been to tell the Football Club not to expect the money, or to budget for it.

What does a vote for Proposal C on option two of the agenda do in terms of having a Fan Elected Director?

When the notice of the meeting went out to Trust members last week (7 days before the meeting) negotiations were still ongoing as to what that would mean.

The Trust has since received written confirmation from the Football Club that votes for Proposal A and Proposal B WILL lead to a Fan Elected Director.

However, the Football Club have stated that a vote for Proposal C would mean there IS NOT a Fan Elected Director.

Although the £100,000 threshold was spoken about openly in the past, the Club say it has never been formally approved by the board.

The Trust has campaigned in the strongest possible way in the last few weeks for this to change – but at the time of writing a vote for Proposal C WILL NOT result in a fan elected director.

The Trust are however still in constant negotiations regarding proposal C and the possibility of whether this would ensure a Fan Elected Director. 

However, the Trust believe that negotiations will not be completed until after the SGM on this point.

If the members vote in reference to proposal C then the Trust will complete a £50k share purchase and continue to campaign for the Fan Elected Director.

The election WILL carry on as planned if Proposal C is selected – in order to have a FED-elect in case the club’s stance changes.

Have the Trust reviewed the Club’s latest set of accounts?

As a shareholder the Trust received the accounts as normal and have looked at them and noted a number of questions that will be raised at the Shareholders meeting on April 20.

The statement about the Œgoing concern in the latest accounts, although alarming, appears in the accounts every year and is typical for a lower League football club.

In the past year the Club and Trust have discussed uses for any large investment and have received assurances that it will NOT be used to pay any loans to directors.

Once again, the Trust board reiterates that at no stage have the Club been told to expect the money or to budget for it.

The Trust is also aware of other new significant revenue streams that the club are looking into for the short-to-medium term that are not football dependent, or related to share purchases.

While the Trust has not completed due diligence on the club, the Trust has had constant dialogue with Paul Baker and the board regarding the accounts.

This dialogue has increased in the last 12 months since the Trust learned the full extent of Bryan¹s legacy.

What would the Trust’s role be on the three sub-committees?

As well as having a fan elected member on the club board, the agreement in place over positive votes for Proposal A and Proposal B would mean a place on three sub committees.

There would be a Trust representative on the Finance, Operations and Commercial committees respectively, and will not be limited to the FED.

These representatives would be made up of Robins Trust Board members but not limited to the current board. 

The Trust board would welcome members with knowledge in any of these three areas to make themselves known to the Trust Board if they think they can assist. 

It is also noting that the offer of a place on these three committees came about after our regular dialogue with the club.

 

Will the Trust have a say in how the money will be spent?

If an investment is made to secure a FED then the Trust will be able to influence the club’s spending as any other director would. 

The Trust would also have a representative on the Finance Committee and would seek to have strong influence on finance decisions.

However, there would be no strict ring fencing of money.

By having a Fan Elected Director, the Trust wants to help the club make better decisions and hopefully achieve success.

The only way the Trust Board feels that this is possible is by trying to be part of a solution to problems, rather than create further ones.

The club is under no obligation to sell shares to the Trust, and it should be remembered that the club’s majority shareholdings could change in the coming years.

If that was to happen any new owners / majority shareholders could actively refuse to have Trust involvement at board level – and the fans would have no voice whatsoever.

At present there is no individual majority shareholder in Cheltenham Town FC – a £200,000 investment would make the Trust the fourth largest shareholder in the business.

All of the three other major shareholders have the club’s best interests at heart and the Trust wants to work WITH them to help the club to future success.

The current chance to increase the Trust’s stake in the club, may not be available again in the future.

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