The Telegraph - check your facts

We should no longer be shocked by inaccuracy when the media reports issues relating to Chelsea but we have to confess to being a little taken aback by the Daily Telegraph's report on yesterday's AGM by Ben Rumsby. The report, which not surprisingly had little to say that reflected the rare positive side of the meeting focused on the board's agreement to write to certain shareholders;

"But the annual meeting at Stamford Bridge saw shareholder Theresa Magee point out the company's Articles of Association allowed it to remove the voting rights of anyone who failed to respond to a letter asking them to state whether or not they had any connection to the club. Magee told Telegraph Sport: 

"I'm absolutely staggered that nobody's paid any attention to Article 41 of the Articles of Association before.

"I'm a layperson, I've got absolutely no knowledge of the law, and I found this out simply by reading them."

CFCTruth stated yesterday that it felt the decision to write to shareholders was on balance a wise one in order to try to bring the issue of these shares to some sort of conclusion. However, as has been the media's general slant, the Telegraph was a little bit hasty in their sensationalism.

In his report to the board some months ago (published on the CPO website) director Gray Smith set out the limited legal measures available to the board when it comes to the controversial shares. At the meeting, too, he was very explicit in his belief that there was little that can be legally achieved. Ms Magee may be "staggered" that "nobody paid attention to article 41" but she wouldn't have been if she had taken the trouble to read the report, an extract of which we print below. For someone so concerned with the matter, we are a little "staggered" that she doesn't appear to have read the report we might reasonably expect her to have been eagerly awaiting;

Notice Requiring Information re Shares
Given that there are concerns with regard to the share issue, CPO could make use of the provisions in the articles of association, coupled with the Companies Act, to serve notice on any person who is interested in the shares. The notice can require the shareholder to:

Indicate in writing the capacity in which he holds the shares or any interest therein, or ….the persons who have an interest in them and the nature of their interest or whether any of the voting rights attached to the shares are the subject of an agreement or arrangement under which another person is entitled to control the exercise of those rights.

The serving of the notice would require the recipient to give the information within a set time. If someone is holding as a nominee, this should be disclosed. There is a possibility of tying this in with a Companies Act request, which would lead to the making of a false reply a crime. Under article 41 of the Company's articles of association if a person does not comply with this information request their rights to vote, receive dividends and transfer their shares may be suspended.

Ms Magee would have been less staggered still had she been listening to Mr Smith speak at the meeting when he said writing the letter had been considered and rejected as likely to be an academic and pointless exercise.

The problem is simple; the board have undertaken to write to certain individuals and ask them questions about their connection to the club. Having a connection to the club is not disallowed and so those individuals may well declare that  they do. They may not. However, this means nothing when it comes to taking action. If a person refuses to reply then legal pursuit is possible but it may well be costly and subject to counter action. We would all like to see the issue resolved but we must be realistic about what can be achieved under law. 

Mr Smith, a corporate lawyer no less, has made it very clear what he thinks about these shares but he is very certain that little can be done. It is unfair to criticise when the critic hasn't even read a report which proves the very person under attack was well aware of the Article so sensationally "revealed".  Such continuing, unfounded hostility to the board is unhelpful - surprising as it is, too, towards a director who the SayNo camp have in the past claimed as their own. 

We are happy to set the record straight for those concerned.

AGM

Overall a fairly constructive and, by recent standards, peaceful AGM.

You will no doubt have heard the results from the ten votes at the AGM. We won't bother to rehash and repeat them. In short all resolutions were passed and both new directors were confirmed; both made a decent impression, seem thoroughly competent and determined to ensure new era of probity and efficiency is ushered in. We hope to see the results soon.

Several speakers made the expected points about the contentious shares and the board agreed to write to a number of the most allegedly questionable ones although there is pessimism as to what this will achieve. But it is continuing to be an open sore and so we think on balance the board have made a wise decision. On that matter, much was made of the idea that in order to dilute questionable shares, more individual shares to ordinary supporters need to be sold. One speaker made the very good point that it is shareholders themselves who can do much in this regard, evangelising to their friends and acquaintances. We are also pleased to discover that both Gray Smith and Sean Jones are examining the idea of pay-by-instalment.

It was not surprising to hear challenges from the floor to both new board members regarding their recent comments on CFCTruth (Twitter exchanges had revealed a level of outrage in this respect). It was, however, startling to hear one speaker challenge Frankham directly on whether, in effect, he was either behind CFCTruth or associated in some way with us. We do not know how many times we have to say this but nobody from the board of CPO or CFC is associated with us; our sources are varied and extensive and frankly, we don't need them! There is an assumption that challenging statements by the council, being inclined to a sensible view about expansion at SB and refusing to participate in conspiracy theories means, by definition, that we are, as one Twitter correspondent said earlier, "a mouthpiece for the club". Nonsense.

People are free to examine what we say, to believe it or not. We analyse and interpret. You may not agree with it but that is really all there is to it. Our anonymity, as we have repeatedly pointed out, is necessary for several very sound reasons but it is, ultimately, neither here nor there. You are interested in what we say or you are not. When we ask you for money, for votes, for support, to sign up to something etc. then you will have a right to know who is asking you to do so. You are free to judge for yourselves the veracity of our information, the credibility of our arguments and the accuracy of our interpretations. We are, when all is said and done, the most neutral of all the groups commenting on this matter and thousands of fans are clearly interested in what we bring forward. We like to believe we have made a constructive contribution.
Or not, depending on your view.

In summary, we feel it was generally a good day and that there is skilled set of individuals on the board. Time will tell, but there is a feeling that a period of reduced emotion and useful, productive work by both the board and shareholders may be around the corner. We can but hope at least.

We just have to get those new shareholders and to improve the woeful turnouts too.

Editorial

And so to the AGM tomorrow and an agenda that is not on the face of it terribly controversial. We would like to commend  @BlueBaby67 for her piece on thechels.net for sounding a moderate and reasoned tone. We would echo her comments regarding new share sales which appear to have enjoyed a real boost recently and, importantly, are overwhelmingly single share sales. The aim of the board should be to generate many more such sales so that the entire constituency of Chelsea fans are involved. We would also encourage the board to introduce easy-pay options.

The primary interest tomorrow will be in hearing the two new board members express their views.  We have offered a platform for both to summarise their approach but no doubt questions will be put from the floor. We hope there is no repeat of the hostility and animosity, accusations and conspiracies that have dogged past meetings and there must be a firm hand shown with any sign of intimidation of speakers.

The board and us shareholders will, at some point in the future, be faced with a decision. We have to be able to make that decision based on facts and analysis of which there has been a paucity in the past 18 months. We have tried to weed out the critical processes that have been affecting the search for a new stadium site that will satisfy everybody (or as many as possible).

In recent days you will have seen the council, in the person of Michael Adam, repeat the assertion that they stand ready to help the club. We have asked repeatedly for this to be articulated in more specific terms, have invited them to answer questions; we have not yet been taken up on the offer. 

Our other blog from today reports on the travails the council are suffering at EC. In reality, the council do not HAVE to want a stadium at EC, no matter how much we believe it would be a good option for all concerned.  But whatever you think are the reasons for that decision, we must consider the council's position on Stamford Bridge in this context. As you can see, lots of people are accusing the council of impropriety and to a certain extent, this is none of our business since the council seem determined to prevent Chelsea moving there regardless.  But fans who are utterly convinced there is no reason to move at all need to recalibrate their thinking in light of all of this.  

We doubt there is one member of the CPO board who would not wish to see CFC stay at SB were it possible. Continuing to suspect the board of being "stooges" is helping nobody. Such internecine warfare weakens CPO and exposes the company to hostility from the club.  We doubt that a certain section of fans will ever be able to see the matter from anything but a caustic, cynical viewpoint, unable to accept or trust any facts or data put before them. That is their right but perhaps they can trust their fellow shareholders to spot a wrongun should it be proposed? To agitate and fight and accuse will only weaken both the board and ultimately the club itself as it seeks to do business with doubtful and anxious conglomerates.  For the council, an opportunity is there for them to articulate in explicit terms just what "helping the club" means and to refute this suspicion. Up to now we have not had the benefit of such an explanation. Are the council talking to the club? Are they having practical, constructive discussions to demonstrate the ways in which they can "help"? We don't know and until they tell us we simply cannot, in light of everything else we know, put full trust in them.

Further, as you will see from yesterday's blog, people appear to believe there are designs forthcoming (from where we do not know although we have a good idea) that prove a stadium at SB is possible. We have heard this before but nothing has materialised. Again, we doubt there is a single Chelsea fan who would not be very eager to see the ideas, look at the data, examine the financial model; as we have repeatedly said, only the club has produced any comprehensive information on the possibilities of expansion at SB so it is up to others, including the council, to prove an alternative, viable option exists. 

It has also become ever more clear that even a move to Earls Court or Battersea is unacceptable to some fans although we don't think they are in anything but a minority. Again, we would respect their right to this opinion but we do not believe that holding such a view gives them a right to obstruct and poison any process that both proves it is not an option and at the same time proposes a move that would be acceptable to the great majority of fans. To abuse, accuse, scaremonger and slander in order to get their way, even at the cost of the club's future, is neither fair nor appropriate. We believe it has already had a deleterious effect on our chances at both 

EC and BPS and continues to do so. Do fans believe that preventing the club from moving at all is in its bests interests? Would that not be a hollow victory were we to be left behind, discovering too late that the promises of help from the council were nothing but delaying tactics? Perhaps one day the club will decide it has to go it alone, the nightmare scenario, whereby it seeks to dissolve CPO and move us to wherever is available, severing decades- long ties with fans who will find the theoretical site beyond the pale? 

At the risk of being called club stooges, we would suggest that shareholders and fans should stand together with the club and board, turn to face those obstructing us and challenge them, apply pressure to them, fight them.

Resident to appeal High Court decision on Land Sale at EC

Some news just in on the Earl's Court development.  We pass on the residents' statement unedited.

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On 28 January 2013, Harold Greatwood, the Claimant in the judicial review challenge of Hammersmith and Fulham's decision to sell off the West Kensington & Gibbs Green estates for demolition, requested that the Court reconsider his request for permission at an oral hearing.

Harold Greatwood, who lives on the West Kensington Estate, said:

"Having had regard for the Judge's reasons for refusing permission, I feel obliged to renew my application for permission because there is real and significant evidence that the decisions to sign the CLSA were unlawful. The consultation process was flawed and Defendant has not addressed the full facts. The involvement of the Metropolitan Police and the serious complaint that was referred to the IPCC by the Greater London Authority suggest that political impropriety is a substantial and material issue, which, if true taints all the bases for the decisions."

Community Organiser, Jonathan Rosenberg, said:

"The more the Council and developer prosecute their scheme, the more they harden residents' resolve to defend their community and save their neighbourhood."

Keith Drew, Chair of West Ken & Gibbs Green Community Homes and fellow resident on the West Kensington estate, added:

"Harold Greatwood's heroic action held back the signing of the sell-off agreement (an 800 page document) with the developer for five weeks. We are so proud of what he has achieved on behalf of his 2,000 neighbours. He is undaunted, and so are we. We wish him God speed and we pray that the Court should hear our case and deliver us from this unlawful oppression."

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In effect the oral hearing is an "appeal" of the previous judgement referred to in a recent blog. 

Good on you Councillor!

In the past, Councillor Adam from LBHF has been commendably engaging with CFCTruth although he feels we misrepresent the views of the council. He is also reluctant to answer straight questions even though we sometimes eventually get something out of him - sort of.

We had a very interesting exchange with him on Twitter at the weekend and we believe it reveals a little of the challenges the club faces.  The discussion was centred on why LBHF are strangely reluctant to work with CFC at EC. 

"@MichaelfAdam: @CFCTruth @pl4te Plus stadium at EC erodes value of new private housing. Ask Capco or Sethia!"

Yes, well we think that may well be true. But why is the council concerned with the value of private housing?  And doesn't, therefore, a stadium anywhere do the same? Surely a consideration for those living around Stamford Bridge? And then..

@MichaelfAdam: @CFCTruth @pl4te Plus it's illegal to sell our housing land for non housing use. Plus won't demolish our residents' housing for a stadium!

At which point, Sean Jones, new board member piped up;

@seanjones11kbw: @MichaelfAdam @cfctruth @pl4te so is that a promise that you won't demolish housing for any non housing use or do you pick and choose?

@MichaelfAdam: @seanjones11kbw @CFCTruth @pl4te We are restricted by law on re-use of housing revenue account land.

@seanjones11kbw: @MichaelfAdam @cfctruth @pl4te but not all the land in the redevelopment package is yours. Not all of it is residential.

What surprises us is that the Cllr ignores the fact that whilst they may not demolish council housing for a stadium, they WILL demolish it to enable CapCo to put expensive private properties on it, relocating residents (who overwhelmingly do not want to move) elsewhere. The development has also been sharply criticised for not having enough social housing.  It is also not certain that a stadium would require WKGG estates in any case.  

This then leads us on to how the council will be able to support any number of compulsory purchases around SB in order to assist a stadium regeneration. We will leave aside the purely outward flow of money that this would require. Nor how the rules of crowd management will be gotten over, or the laws of physics.  We wonder if the council will stand shoulder to shoulder with the club, as they have with CapCo in the High Court when the inevitable stream of JRs begin? Will they encourage the club to kick residents out of various homes? 

You see, we simply do not know what "helping the club" means in this context. We think we should be told, certainly if the council are to be taken seriously. The club have put their case already. We would all love to think it is possible and that Roman Abramovich will happily spend half a billion outright, never seeing a return for at least 25 years (if at all), safe in the knowledge it won't all fall apart, that the laws of physics can be overcome, that residents of Oswald Stoll and various other properties will quietly slink off into the distance, that the club can afford three years in a temporary home (and that such a home can be found). And crucially that such a stadium will enable the club to meet its ongoing FFP obligations.

The councillor also appears to claim knowledge of a design to be proposed by others to the club (perhaps the much heralded Campaign55 designs?) And who is paying for those designs, since Cllr Adam has confirmed it is not the council? Perhaps it is an architect investing a bit of time on the off chance he will get the gig? We wonder whether the councillor is so supportive of a foisted, unsolicited design in his role as a member of the council or as a CFC fan determined to keep CFC at SB at any cost? A perfectly worthy position for a fan to hold but somewhat in conflict, we would suggest, with his role on the council. And we would very much like to see this design and how it will overcome all the issues we refer to in the paragraph above. Have the council put Cllr Adam in charge of the project? Have they determined that he is the best one to keep the fires of indignation among avowed SayNoers burning in order to thwart the club's ambitions elsewhere? We freely admit that this is speculation on our part (we don't want the Cllr to think we are misrepresenting him) and will allow the reader to draw his or her own conclusions.

Show us these designs, show us how they can be achieved to the satisfaction of the club's business model, demonstrate how the council will enable them and we will happily report them and offer opinion. We, like all CFC fans would like the club to be able to stay where it is. 

Regardless, whilst we feel the councillor says much that means little, we do applaud him for engaging and, we would mischievously suggest, allowing the moggy to sometimes slip from the bag...

And on BPS.....

The councillor mentioned Setia in his discourse. Setia are indeed interested in the potential of a land swap with Stamford Bridge. In the summer we will know more; the owners in Malaysia are waiting to see if their man in London leading the development (an ex- Treasury Holdings man who believes fervently in the scheme at BPS) can actually deliver his very strident promises. We have seen the very effortful PR on sales recently. If he cannot deliver as his nervous bosses expect, then things may just develop at Battersea yet. We shall see. 

New director Sean Jones speaks

Sean Jones, the proposed new director of CPO seeking ratification at the forthcoming AGM has left a message on CFCTruth. Charles Rose has already done so and we are happy to also offer Sean a platform to give shareholders a view of his outlook. 

It was depressing to see Mr Jones vilified in a recent article on a Chelsea website, making suggestions that we believe are erroneous and inappropriate. Welcome to CPO Mr Jones! Since these two gentlemen are the choice of the board (CPO is a company and must abide by company law) shareholders are given the opportunity to agree or disagree with their appointment.    No doubt they will undergo questioning at the AGM too. In any case, Mr Jones posted this on an earlier blog and we bring it to the fore here.

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"I thought I would leave a comment and complete the set of new CPO Board Directors.

I bought a share in 1995 because I felt that CPO represented a genuine opportunity for fans to be a part of securing Chelsea's long term future. Fractious though the last EGM was, to me it was CPO doing its job: subjecting to critical scrutiny a proposal potentially to move away from Stamford Bridge. Empowering those most passionate about the Club is, I believe, what makes CPO special.

I want to see two things. First, I want to have CPO sell as many shares to as many different fans as it can. The more shareholders we have, the stronger, more diverse and more representative we become. Second, like Charles, I would like to find a way of working that involves more light than heat. We owe it to the fans we represent to make sure we are always focussed on what is best for Chelsea. We could not do that if we simply agreed unquestioningly to whatever the Club asks for. Nor, however, can we fulfill our responsibilities if we refuse ever to deal with the Club constructively.

Personally, I would not want a director on the board whom I was not confident was independent of the Club and whom I did not feel could be trusted to prioritise Chelsea's long term best interests. I can understand, therefore, why people who don't know me would want to be sure I'm not, as you put it, a "yes man". I'm not. When I took the judicial oath I promised to do the right thing "without fear or favour". That's the approach I'll be taking to my role as director.

Best wishes

Sean Jones"

Residents lose round one....but they fight on

The residents of West Ken and Gibbs Green have lost an application to have the CLSA between CapCo and LBHF signed. The story is below.

http://www.InsideHousing.co.uk/legal/legal-challenge-to-earls-court-regen-blocked/6525445.article

The residents are pursuing another High Court judicial review of the planning basis for the development.  The council have issued a statement, having now signed the CLSA as soon as they heard the judgement, that went out of its way to warn Chelsea away from the EC development, even speaking on behalf of CapCo who everybody knows had more than one option in mind. Pre-judging any application the club might make seems a curious thing to do, especially since, in their response to the club's submission to the planning committee for the Seagrave Road development, the council said they would be willing to hear applications from Chelsea in future. We shall see.  However, the residents have suffered a blow but not yet a fatal one. And there are those investigations still under way. And we still await the Mayor's opinion.

The development has been brutally criticised by many different parties, including the council's own commissioned independent design panel but the political dimensions are somewhat stacked against the residents and should this finally go ahead, we will be curious to hear how the council will come good on their hitherto empty promises over Stamford Bridge. We look forward to their alchemy of fitting a pint into a half pint pot. If they thwart Chelsea's deal with CapCo ultimately (and we suspect there is a warning in their statement to Roman Abramovich should he consider a buy out of the developer) we don't hold out much hope for anything but a return to their rigid position of the past. Why should they? 

Still, given all we have learned in recent months, it is amazing that some fans should find them worth trusting on this issue.

The Earl's Court Viper's nest

We have reported on the EC project at length. Here are further developments.

http://www.guardian.co.uk/society/davehillblog/2013/jan/14/stephen-greenhalgh-complaint-refered-to-ipcc?CMP=twt_g

New Year Update

With the new year underway, it is worth considering where things stand on stadium issues. Little has been heard from the club (we always think this a positive thing at the moment, no matter how frustrating) but things are certainly happening with the Earl's Court development.

CFCTruth have been looking into the residents at West Ken and Gibbs Green and their fight to have the land sale agreement between Hammersmith and Fulham and CapCo declared unlawful. Among three court challenges, they have issued proceedings for urgent consideration to be given by the court to the signing of the conditional land sale agreement that covers the two estates. They argue that the council were trying to hide the contents of the document and when they would sign it. Despite the claimant, who is a a resident of the estates, having lost his legal aid (a real David and Goliath battle, this one) they appear to have thwarted the signing of the deal until the court sits. Their challenge to the land sale is based on four grounds; unlawful consultation procedures, an unclear re-housing plan, breaches of human rights legislation and the most serious, that the demolition of the estates is a case of gerrymandering and bias.

If the residents are successful in having the land sale declared unlawful, there is no doubt that the whole Earl's Court plan will be thrown into some turmoil. The council won't be happy either because according to them, the deal is worth £225 million in cash and other housing provision. There are also investigations by both the police and Deloitte's into the conduct of officers during the case. It isn't pretty.

However, none of this guarantees a positive outcome for CFC. CapCo will be free, under the terms of the pre-agreement, to redraw the masterplan (a plan that is universally doubted for quality and achievability) and that may mean them coming back to Chelsea, who as we know have made several submissions during the planning process and clearly have designs and ideas for the site that also provide the possibility of Earl's Court remaining a major exhibition location. This last is something the exhibition industry is very keen to see. And of course, the club bring ready cash. This also runs alongside the story that Roman has been discussing the purchase of CapCo outright...more of which, we hope, anon.

Despite this emerging situation, we do still see people continuing to think that it is better to believe the council rather than the club over the expansion of Stamford Bridge. The wealth of data and information, including the very revealing minutes of the CPO board's meeting with the council seem not to change this attitude. One particularly ill-informed correspondent to a thread on Vital Football was even peddling the idea that LBHF had nothing to do with the CapCo EC development, rather that it is Kensington & Chelsea's deal. Another said that Abramovich was determined to find a site as far from Stamford Bridge as possible. Such ignorance and misinformation respectively is unhelpful and gets us nowhere.

There are critical issues to consider; that Chelsea moving to another site, be it EC or BPS will involve a land swap with Stamford Bridge. This sweetens the deal in both cases and enables the club to offer the sort of assurances that planning authorities will need as well as providing compensation to the owners of either site for the club occupying a huge lump of their valuable real estate. There is no scenario that will produce great profits for CFC or Abramovich. If the club had been successful in acquiring the entire Battersea development then perhaps that would be the case over a number of years. But CFC are not in that position at present so are trying to elbow their way in.

As we have said in the past, all of us would prefer a dream stadium that does what the club requires at Stamford Bridge. But it is clear now that even if the egress issues could be resolved, to expand adequately would require the acquisition of Oswald Stoll buildings. Consider that for a moment; if the charity were to acquiesce to such a sale (which we doubt; their response to our questions on the matter were extremely frosty) the club would have to buy the building and the land, demolish it and then provide over 150 homes for disabled servicemen somewhere in the area. It is hard to imagine that the residents would want to move far from where they are now and indeed, why should they? However, assume there is a piece of land nearby that can house them, there would then be the acquisition costs, the build costs, the planning and legal costs etc. and then the compensation for the residents etc. Acquiring Oswald Stoll would likely add £300 million to the bill. Then the club would need to demolish the Bridge, rebuild etc. and so we doubt there would be little change from a billion pounds with nothing coming back in return except over an extremely long period of time. People may believe Abramovich can afford this but equally, we do not think it reasonable to expect such a proposition to be engaged with considering the attendant risks and costs. We find it remarkable that fans should consider Abramovich's unwillingness to spend an unrewarded billion pounds on a project fraught with huge obstacles as evidence of his rapacious profiteering.

We will say again that fans and shareholders in CPO would do well to apply pressure in the right places rather than indulge in paranoid accusations against the club. An encouraging number of fans have made it clear that they understand the situation more since we began presenting the facts but too many still indulge in misinformation and conspiracy theories. It is time for fans to turn their energies to forcing the issue in favour of the club, rather than against it. The iron is getting warmer, and should it become hot in the High Court, Chelsea have to be in a position to strike....