‘Q & A’ With Richard King – CPO Chairman

The following are the answers to some questions that were put to Richard King, Chairman of the Chelsea Pitch Owners, in order to clarify some issues with regards to the planned CPO share sell off.

Richard King was originally due to meet face to face but this was unfortunately cancelled, so the following ‘Q & A’ was sent and recieved by e-mail:

1. What is the procedure for supporter’s organisations proxy votes to be counted where there is not a named person on the register?
Voting is accorded to persons who are listed as shareholders on the register of members. They may appoint proxies or attend in person. If a person is registered as a shareholder but represents an organisation what he or she does is between him or her and that organisation. (see also Note 7 on the Proxy Form)

2. How are the votes to be assigned where voters have more than 1 share holding?
If a shareholder has more than one share registered in his or her name he or she can vote in respect of those shares as he or she wishes. Those votes need not be cast in the same way. (See Note 4 on the Proxy Form)

3. When were the CPO directors first informed of the club’s offer?
There was a brief discussion in March of this year when CPO was informed that Chelsea were considering making a proposal to the shareholders.  Detailed discussions in relation to the process commenced at the start of the summer.

4. Why was there no mention of the clubs offer to CPO at the fan’s forum on 24th September?
This is a question for the Club as the fans forum is not arranged/held by CPO.

5. As some packs were sent out without proxy forms what actions have the directors taken to ensure that all shareholders have the full pack of information?
CPO was not aware until now that any proxy forms were not sent out with the notices of the meeting. It has made every effort to provide shareholders with all the relevant documents including dedicated telephone lines and email contacts – with relevant information published on the website.  An external fulfilment service was retained to coordinate the mailing to shareholders.

6. Very few (if any) shareholders in America have received their voting packs. Is there a clause in the CPO articles that says that they are not bound to try and contact shareholders outside of the UK? What provisions have been made to ensure that they can vote? One US shareholder has noted that they receive notices for events easily enough but have not received their pack – they also commented that last year they got the call to general session for voting on a new director, unfortunately it arrived the day it was due back in the UK. Do you as CPO directors think that this is acceptable?
Under CPO’s articles of association shareholders who have not given it an address in the UK are not entitled to receive notices but CPO does send them to addresses outside the UK and did so in this case. CPO has sought to assist shareholders abroad getting in touch.

7. What will the CPO do if the meeting is full and shareholders/proxy holders cannot get in
CPO is making every effort to ensure that all shareholders can be in the meeting. The Club is helping by making the Great Hall available if a larger than expected number of shareholders arrive for the meeting.

8. Are the CPO on top of dealing with shareholder enquiries, notifications of change of address etc – we were getting feedback yesterday of delays etc
There has been much to do by way of updating addresses, processing new applications for shares and sending out documents and certificates but CPO is and will remain on top of it.

9. Could you tell us how the club’s proposal was amended as a result of discussions with the CPO Directors
As a result of such discussions the Club agreed to acquire Chelsea Stadium Ltd, procure that its debt of nearly £1.5 million be repaid so that CPO can offer to buy-back shares and give the significant undertakings in the agreement.

10. What consultation with CPO shareholders did the CPO directors undertake prior to proposing this vote?
CPO had to deal with the proposal in confidence at the behest of the Club. Its directors have sought to clarify and settle a proposal which reflects what the Club will offer and to allow the shareholders of CPO to decide, on a 75% vote if in favour, whether or not to accept it.

11. Did the CPO shareholders he consulted with make any suggestions on how the club’s proposal might be amended?
See answer to question 10.

12.  Since the notice of the GM has gone out, what has been communicated between the CPO and the club; can the SayNoCPO team get the same information?
CPO has liaised with the Club for the purpose of making arrangements for the holding of the general meeting. There has been no passing of information intended to favour a particular outcome at the meeting.

13.  As proxies come in will the CPO be telling the club the pattern of votes – will they tell the SayNoCPO team the same information?
The counting of proxy votes is being done independently by Electoral Reform Services, which will only be informing Bob Sewell as Secretary though he will also inform the other two directors. It is not the current intention to make such information public before the general meeting (and thus not to disclose it to others such as the Club before then).

14.  We will be delivering substantial numbers of proxies to the CPO – can we agree a process for ensuring they are logged to both our satisfaction
A representative of Electoral Reform Services will be present at CPO’s offices at the deadline for receipt of proxy forms to check that all those received by the deadline are properly counted.

15. How will the CPO Directors be voting?
How the CPO directors vote is a private matter for them. Also, they do not wish to influence the voting at the general meeting.

16. Will the CPO Directors speak for either side at the GM?
It is the current intention of the CPO directors to remain neutral.

17. If the Chairman of the CPO is given a discretionary proxy, how will he vote?  Why?
As made clear in notes to the notice and to the proxy form if proxies are given without voting indication in favour of the chairman, Richard King, he will vote them in favour of the resolutions, thereby not making a personal decision on them.

18.  Who will able to speak – could we pre-agree some key speakers as the CPO will no doubt do with the club?
The letter from the CPO directors stated that representatives of the Club, including Bruce Buck (who is a shareholder of CPO ), would attend the meeting to answer questions.  The shareholders who attend may speak to the business of the meeting.

19. Who are the advisors to the CPO he mentioned in the programme?  Who are the lawyers?  Will they be allowed to attend the GM?  Can our lawyers attend too?
CPO has been advised on legal matters by Roy Butler of Stone King LLP, who will attend the meeting, as is usual and permitted, to continue to do that. Otherwise, only shareholders may attend the meeting.

20. Polls are conducted at the discretion of the Chairman would he accept a member of the “SayNo CPO” group as one of the team counting the votes
The counting of votes will be done by Electoral Reform Services. Who are the SayNo CPO group?

21. What admission procedures will be followed for the meeting. We’ve advised that a photo ID should be carried by shareholders. Will any other entry requirements by imposed
Electoral Reform Services will be checking that those who attend are entitled to be at the meeting by reference to the register of members and proxy forms received. The photo ID will indeed be essential – it should be passport or a driving licence showing  photo.

22. Is the Electoral Reform Services or equivalent going to handle the poll as a neutral body?
Very much so.

Posted by Trizia

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