I don’t suppose anyone will be particularly interested, but I may have been the sole bbs representative at the NUFC plc AGM this morning. I was really hoping to bump into Jonno there, but didn’t see him.

As usual, it was a largely unproductive and unsatisfying meeting given that the shareholders have no meaningful influence on the Board or their actions, and they cannot be called to account – on anything.

On their part, the Board as usual turn up looking wary and resentful at an occasion to be endured rather than seeking to use it positively. I always find this enormously disappointing, as the inevitable criticism is generally muted and respectful, interspersed with a few words of appreciation for any signs that the Club is making progress in some areas. As I have previously stated at the microphone at these occasions, there is a vast, untapped reservoir of goodwill for the Club if only they had the gumption to mobilise it.

For me the highlight of the meeting was the performance of the largely unknown plc Chairman, John Fender. He was clearly very nervous to start with, but ultimately played a blinder. Unlike his arrogant and totally defensive predecessor, Fender talked to the audience rather than at them, tried to speak plainly and not hide behind jargon and smart clichés, employed a little self-deprecation and humour, and helped to create a much better atmosphere than has previously been apparent.

Freddie Shepherd made a fairly brief statement about playing performance that focused exclusively on this season to date, and majored on the talent in the development pipeline. Unfortunately, he was obviously reading a prepared statement, didn’t stand up or project his voice, and I’m afraid yet again he came over unimpressively. Disappointing.

Similarly, Finance Director, Ken Slater, spoke to an overhead slide giving the financial highlights (actually lowlights!) for the year. Again, he didn’t stand up, and simply read through the bullet points on the overhead projector. All rather amateurish.

The good news in Slater’s piece was the positive impact on the Balance Sheet of the recent agreement with NTL. This has changed a £21mm long-term debt into an asset, and substantially improved the net worth of the Group as previously reported – financial jiggery-pokery maybe, but extremely valuable and welcome nevertheless.

A compilation of postal questions were then addressed by Mr. Fender, regarding executive bonuses, the NTL deal, away-ticket allocations, dividend policy, possible expansion of the stadium (none is planned), and the possibility of the Club being taken private (nothing happening that the Board are aware of) (!).

A number of questions were then asked from the floor. I expressed concern at the diminution of the company’s “net worth” from £56mm in ’99, to £36mm in ’00, to only £23mm as reported in ’01. This latter figure is being revised now due to the favourable impact of the NTL deal from £23mm up to £44mm, which is great news. My associated concern was that the payment of £8mm in dividends during this period had contributed significantly to this major reduction in shareholder value. Imo, this was imprudent, or as I actually said “the fiscal equivalent of reckless endangerment – especially given the pressing need for investment in playing resources, the youth Academy and the 1st team Training Facilities". I suspect I’d have been better off just shouting up the lift-shaft – but you do what you can, when you can, and simply hope someone might just listen and consider the points made.

The only real sour point of the meeting related to the non-appearance, yet again, of non-executive Director, Douglas Hall. This occasioned several adverse comments and mutterings from the floor, which Mr. Fender - with apparent thinly-veiled pleasure - promised to report verbatim to DH. However, the real negative point came with the vote on the Resolution to re-elect DH to the Board that was unanimously (as far as I could see) rejected from the floor. Of course, given that the Chairman held something in excess of 100million proxy votes, representing 65-70% of the shares, this was purely a gesture – but a powerful one neverthless.

A fairly interesting meeting, rather more informative and relaxed than previously, but one that the raw voting power of Doug & Fred renders largely peripheral to what actually transpires – neverthless, an opportunity to let them know what the small shareholders feel on various issues, and in that respect useful.

-- Anonymous, November 21, 2001

Answers

thanks for that

-- Anonymous, November 21, 2001

Thanks clarky, I was hoping someone was going.

-- Anonymous, November 21, 2001

Thanks for the report, Clarky. As you say, hopefully something of what is said will get through eventually.

-- Anonymous, November 21, 2001

Thanks, Clarky.

-- Anonymous, November 21, 2001

The results of the poll on the Resolution to re-elect Douglas Hall as a non-executive director of NUFC plc was 102 million for, and 8.7 million against.

Given the distorted equity/voting structure of NUFC, a vote of ca. 8.5% against this Resolution is a massive vote of no confidence in Hall by the shareholders, at least numerically.

This really should send a very clear signal to the Board in general and to Mr. Hall in particular.

I noticed SJH talking to someone as I was leaving SJP today. If he attended the AGM I wonder what he feels about this situation? Given what he personally initiated at SJP I actually feel it is very sad for Sir John that his son is letting down the family name like this.

-- Anonymous, November 21, 2001

great stuff clarky

-- Anonymous, November 21, 2001

Thank you Clarky, on good authority the guy Sir John was talking to was our vey own Roly Gregoire , acquired from RTG on a Busman.

-- Anonymous, November 21, 2001

Thanks for all that Alan

Interesting reading

Just wonder what SJH feels about Douglas and his apparent disinterest save when it suits..ie money matters and his pocket

-- Anonymous, November 21, 2001

wouldn't be at all surprised if DH was told to stay away by SJH or FF (that's Fat Freddy not Freddy F)

-- Anonymous, November 21, 2001

Don't think so Geordie. If you recall, when the dodgy duo had their little problems with the Sunday tabloids SJH defended them to the hilt, and was reported as being in a megga sulk about how badly the club/fans/press/world was treating his little boy, who in his opinion had done nowt wrong. Remember, most dads are blind to what prats their kids can be. Don't think this is any different.

-- Anonymous, November 22, 2001

I meant that he'd been told to stay away to protect him!

-- Anonymous, November 22, 2001

I liked the comment that someone asked whether DH would be fined and sent home for not appearing at an official club function

-- Anonymous, November 22, 2001

Clarky - thanks for the report, interesting to read as always. But do you not get the feeling that NUFC AGMs are an opportunity for small shareholders to urinate in the face of a strong oncoming wind? Initially satisfying but ultimately frustrating...and a bit smelly. And wet.

-- Anonymous, November 22, 2001

Yes I do Bobby, and it irritates me immensely.

The problem here is that the Board view this event entirely as a necessary evil that just needs to be put behind them once a year. Having said that, I do believe they tried just a little harder yesterday than previously, and should be commended for that.

What they haven't cottoned onto, of course, is that this is an unusual business wherein the numerical majority of it's shareholders are also its best customers.

There is a large mountain of latent goodwill towards the Club if it could only be 'mined'. Many of these people are desperate to be more closely aligned to the Club and taken seriously as part-owners of the business. For instance, the numerical majority of those present yesterday were against the payment of dividends, believing that those financial resources should be ploughed back into the Club. This is actually an unusual, but extremely important sentiment that is being expressed by shareholders. An enlightened Board would listen very carefully to those shareholders, and reflect seriously on the views expressed, rather than continuing to exclusively pursue their personal agenda.

Believe me, a public company that can work in close harmony with its shareholders can be a very powerful beast - that is the potential prize here. However, it requires an entirely different mindset to the one that is now prevalent.

Where you there yesterday, Macbeth? I forgot that particular comment about DH - it was priceless, and absolutely spot on.

-- Anonymous, November 22, 2001

I'm surprised that the press haven't rantedon about it. Especially about no confidence being shown in DH.

-- Anonymous, November 22, 2001

Teamtalk reckon only 4 of the 400 shareholders in attendance at the AGM voted in favour of DH being relected to the Board!

While the Chairman said at the AGM that the Board has had no discussions regarding the possibility of Shepherd taking the Club private, Teamtalk also report the following:
"And TEAMtalk has been told by a well-placed source within St James' that the buy-back plan is still very much on".

This, of course, is all entirely plausible. If Shepherd were planning to buy the Club, he could not as a Director formally discuss this with his Board colleagues - he would be conflicted personally, and would need to work via an intermediary. He would also need to disqualify himself from taking part in any discussions to consider a general offer for the shares.

In a nutshell, everyone could in fact be telling the truth at this point, but a buy-back could still be on the cards.

-- Anonymous, November 22, 2001

What difference will it make if FS does buy back the club ?

Seems to me that, whereas now we have the illusion of being able to have a say, going private will remove that illusion. Less frustration, I'd say.

-- Anonymous, November 22, 2001

Clarky, I desperately wanted to go, but just couldn't make it down. I'd even intended to ask someone to ask a question on my behalf but somehow never did.

-- Anonymous, November 22, 2001