Thursday 31 January 2013

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.


  1. If the board of CPO were aware of the steps they could take in writing to the 25 shareholders, then why did they not take this action previously? Why did it take pressure from the floor at an AGM for them to agree to write the letters? Why has it taken 15 months for Steve Frankham as chairman to agree to this?

    As for CFCTruth setting 'the record straight', it'll be a long cold day in hell before that happens.

    Yours with the deepest contempt.

    Theresa Magee

  2. Mr Smith made very clear at the meeting that the board had considered writing to the shareholders but had, on his advice, decided it would be of little effect. They have now agreed, we suppose, in order to try and satisfy those still insisting that it should be tried. The company has to move forward after all.

    You ask "why if" etc but our post proves categorically that they were aware which might make you cross but we can't help that. Facts are facts.. They also referred to this at the meeting. They also disputed this 15 month figure because the report was only delivered in June. And again, they considered the report and concluded little could be done. You may not want to hear what you are being told but you cannot keep sticking your fingers in your ears and repeating your charges, in the face of unimpeachable evidence to the contrary, in order to score cheap points. We would suggest this is deeply unhelpful and, frankly, pointless.

    It is no doubt frustrating for those who remain convinced of a share conspiracy to learn that little can be done about it and we understand that but, it is time to consider other measures to balance out any effect such shares might have and there were some helpful and positive suggestions at the AGM in this regard. There are some huge assumptions being made about these shares and one could easily contend that some groups have engaged in concert party behaviour by asking shareholders to send their proxies to them; what is good for the goose etc. These votes have scarcely been shown to have had much effect thus far have they? So our belief is that more shares need to be sold generally. However, we are beginning to suspect that a constituency of fans want to prevent wider participation in order to retain some element of power for their own concerted block vote.......just a suspicion of course....

  3. I'm as keen for as many GENUINE Chelsea supporters as possible to own shares. If I were to be offered one hundred thousand pounds for my each of my shares, I wouldn't take it, but that's because I have principles and can't be bought. I believe that the role of Chelsea Pitch Owners is to protect the asset (i.e. the pitch) for the benefit of all of the supporters, not just those lucky enough to be able to afford shares, and this should continue until such a time as the club a) identify a suitable LOCAL site and b) agree to enter into a Conditional Sale Agreement with Chelsea Pitch Owners which will continue to afford protection to CPO until such a time as work commences on said site.

    Again, I ask the question, who is behind CFCTruth? It is always stated 'there are good reasons for retaining anonymity' but in my experience the only people who wish to remain anonymous are generally those with something to hide (and please don't delete this comment as you did from my last post; I've already asked the question on Twitter tonight).

    Theresa Magee

    1. I like the anonymity. In my experience identity is intertwined with ego.


    2. For what it is worth, we do not question Ms Magee's commitment but we do insist that facts are respected and that people do not seek to showboat and ridicule the board and thus further confuse the central core issues facing the club and hence the CPO board and shareholders. It is profoundly unhelpful.

  4. We deleted nothing from your last post.
    All of what you write is a fair position to hold. We wouldn't criticise you for holding any of those views even though we may question their practicality and the inherent mistrust. However, it is entirely your right to hold such views. We merely insist that in expressing them or pursuing your aims, you do not make accusations, particularly in a national newspaper, that are simply wrong or untruthful. It is important for all shareholders to be given a clear picture and not a constant tirade against the board. They have done things for which they can be criticised. Stick to the factual ones.

    We ask you again, what do YOU think we have to hide? What are you suggesting?
    Perhaps you should focus more on the issues we bring to light than on who we are?

  5. What do you have to hide? Let's see

    1) Despite your continue protestations to the contrary, you have links with either CFC or CPO, or both.

    2) You may be prominent local businessmen with a vested interest in CFC moving away from Stamford Bridge.

    3) You are prominent local businessmen with a vested interest in local authorities not finding out your identities.

    4) Sheer cowardice.

    The only issue that matters is this. Chelsea FC have yet to provide a bona fide argument against expanding Stamford Bridge, and their main motivation for moving away from Stamford Bridge is driven by sponsorship deals, naming rights and expansion of corporate areas.

    Theresa (not afraid to sign my name) Magee

  6. 1. Yep, we're shareholders in CPO
    2 & 3 Nope
    4 If you say so. Cowardice like the website that was set up before the October '11 EGM where people who were thought to be voting "Yes" were vilified and menaced? Or the anonymous blogs that make libellous attacks on board members and others? Like the articles on websites that attack new board members before they have even had a chance to address the shareholders? The mob who shout, bully and cajole at meetings?

    What you choose to do as an activist, Ms Magee, is your business. We have reasons and we have people to protect because you may have noticed we acquire sensitive information. You on the other hand obviously don't (you don't even read the reports that are produced by the CPO board) and disseminate, via the press, incorrect versions of the truth, and it is our job to put that right. Thousands of fans find us to be a useful balancing element in all of this and the growing aggression towards, and abuse of, CFCTruth from a small group of virulently anti-club, anti CPO (anti-everything as far as we can tell) activists suggests we are doing something right. People have felt the need to challenge what we say and we publish all such comments here.

    As for the rest. As far as we can tell, CFC are the ONLY party to have addressed the expansion of Stamford Bridge thus far. They did that quite comprehensively. People may not believe the information; so others must prove it incorrect. We are largely convinced by the argument up to now.

    You are (sort of) correct in what you say about the financial imperatives of expanding our stadium be it at SB or elsewhere. They have hardly hidden it since it is possibly the biggest issue in football. But the fact you throw it out as an accusation doesn't take into account the reality of the situation the club faces. You are no doubt aware that the powers that be are determined Abramovich's wealth will no longer give CFC an advantage and that rules are coming in (rules to which the club have recently signed up) that mean it has to support itself as a business. You may expect Abramovich to gift the club 600 million to try and get an expanded stadium at SB (and get what needs 20 acres into 12) but 50-55k even if it were possible does not provide for what the club has become accustomed too. Of course, if we fans lower our expectations, there is a possibility that a cramped, not very good, smaller stadium will suffice. Or, as the council suggested, the club could raise ticket prices.

  7. Another misrepresentation to say that the council suggested the club could raise ticket prices. In fact, we said that it was up to the club to decide whether it wanted to re-sell lapsed season tickets (about 1000 per year), or redesignate some of those seats for corporate hospitality as part of a wider plan to rebalance the split of corporate seats, season tickets and general admission within the stadium. Season ticket holders may remember that last summer the club did indeed offer them the chance to move seats.

  8. If there is a misrepresentation, take it up with the CPO board because we quote from their report of the meeting with the council;

    "LBHF suggested that CFC had not looked fully at the revenue that can be extracted from each seat with the existing stadium capacity of around 41,800.

    For example, the club might consider not allowing new season ticket buyers when existing holders do not renew. This would allow the club to sell more tickets on a match-by-match basis at a higher price."