Steve Frankham, chairman of Chelsea Pitch Owners plc, has released the following statement:
- Dennis Wise to join Board of Chelsea Pitch Owners plc
- Gray Smith to join Board of Chelsea Pitch Owners plc
- Media comment on CPO October General Meeting addressed
- Next CPO Annual General Meeting to be held in January 2012
Since taking over the chair at CPO several weeks ago, my fellow directors and I have been dealing with many issues arising. We have met and listened to many of our shareholders. We have also discussed our vision for the future of the company and dealt with some concerns. However, we remain conscious that there are questions still to be answered.
In that light we trust that the following statement will help further to clarify various issues and demonstrate that CPO is moving forward as an independent organisation that is here to represent the views of all shareholders.
There has been significant media coverage following the General Meeting of Chelsea Pitch Owners plc held on 27 October 2011. A number of the media reports were misleading, inaccurate or speculative. The current directors of CPO have decided to release this statement in order to remove some of the confusion and to explain the current position of the CPO Board.
Six resolutions were proposed at the October General Meeting in connection with the potential transfer of the Stamford Bridge freehold.In order to be passed, the approval of 75 per cent of votes cast was required. Approximately 62 per cent of votes received were in favour of the resolutions and therefore the resolutions were not passed.
As a result, CPO carries on as before, and it is important to remember that the company is about more than the recent proposal from Chelsea FC. CPO was created to ensure that Chelsea FC was never evicted from Stamford Bridge against its will. The company's main remit is to sell shares in the company that owns the freehold of the stadium, and it is our intention to restore the original values. It is important to remember that CPO is not a lobbying or campaigning organisation.
Chelsea Football Club
The CPO Board has been informed that CFC is currently re-evaluating its options with regard to the freehold of Stamford Bridge. The CPO Board remains committed to pursuing the continued existence and success of CFC and will work with CPO's shareholders to achieve those goals. We do not anticipate firm proposals from the club being received in the next few weeks regarding the freehold, but CPO shareholders will be informed once any proposals have been received and reviewed.
The CPO Board
The current CPO Board consists of Rick Glanvill, Bob Sewell and chairman, Steve Frankham.Steve and Bob are shareholders in CPO and have been for some time. Rick has been a director since February 2011 and will become a shareholder as soon as possible.
There has been speculation as to whether the CPO Directors must hold shares in CPO. We can categorically state that there is no legal requirement for a CPO director to hold CPO shares. A resolution was passed at the 2006 CPO Annual General Meeting referring to directors of CPO holding shares, but that resolution did not have the effect of amending CPO's constitution.
We are pleased to announce today that Dennis Wise and Gray Smith have agreed to become directors of CPO.
As a CPO vice-president and original board member, Dennis is delighted to rejoin as a director. As a hugely-popular former skipper of the Blues, he has a passion for Chelsea, and in particular for the fans, and sees this as an opportunity to reconnect with his football 'family'.
Gray Smith is a corporate law partner in the London law firm Mishcon de Reya, where he heads up the Investment Services Team. He is a lifelong Chelsea fan and has been a shareholder in Chelsea Pitch Owners since 2004. Gray (aged 45) was born in Surrey and now lives in west London with his wife (broadcaster Andrea Catherwood) and their three sons, all of whom are Chelsea members
In addition, the CPO board believe that the current board of five directors is too small bearing in mind the issues facing CPO. CPO's articles restrict the size of the CPO board to a maximum of five directors. It is proposed that this be increased to seven at the next Annual General Meeting.
Issue of CPO Shares
A total of 2,517 shares in CPO were issued between 3rd and 20th October to 243 shareholders leading up to the October General Meeting. The size of shareholdings acquired ranged from one share up to 100 shares. We know that some of those shares were voted in favour of the resolutions and some against, but we do not have full details as the voting process was handled by the Electoral Reform Services.
Since the General Meeting, we have become aware that 1686 of those shares were issued beyond the authority granted by CPO shareholders at the 2010 CPO Annual General Meeting. This was an oversight, but we have been informed by our legal advisers that the issue of shares is still valid. This does, however, mean that the CPO Board does not have any current authority to issue new shares in CPO. A new authority will be sought at the next Annual General Meeting and issues of CPO shares can hopefully resume after that.
Votes attaching to CPO Shares
The CPO board has received the suggestion that shareholders in CPO should only have one vote regardless of how many CPO shares they hold. We have been advised that this would be likely to be a breach of company law as existing shareholders have bought CPO shares in the knowledge that they would receive a certain number of votes. Limiting their votes at this stage cannot be done without their consent.
The Guardian newspaper carried a report that an approach had been made to the Takeover Panel concerning the events surrounding the October CPO General Meeting. We did not believe that any breaches of the Takeover Rules had taken place. The Takeover Panel have confirmed that they are not investigating CPO.
CPO Annual General Meeting
We welcome the opportunity to hear CPO shareholders' views at the next AGM. Unfortunately I am not available on the dates we had considered for the AGM in December and the directors think it is important that I am there to chair the meeting. Accordingly the Annual General Meeting will be held on 20th January 2012.
We believe it is fundamental that the CPO board of directors and the CPO shareholders have the joint aim of ensuring the continued and expanded success of Chelsea Football Club. Hopefully this statement has put to bed some of the distractions which have been circulating and can enable us, jointly, to address the issues concerning the freehold to Stamford Bridge and the home of CFC.
As mentioned above, we are not aware of any steps the club is proposing with regard to the stadium and we do not believe they will be providing any such proposals imminently. If and when proposals are received, the CPO Board will consider them carefully and ensure that CPO shareholders are involved in the decision-making process.
Steve Frankham, chairman, Chelsea Pitch Owners