QPR Holdings 2007 AGM (Cock-ups But No Conspiracies ?)

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Interestingly this year, the Board chose not to mingle with the Shareholders before the AGM and they were all sitting at the top table 15 minutes before it started. John Gregory looked like he wanted to be somewhere else and who can blame him, he’d probably heard about the previous ones ! At the top table this year were: Kevin Steele (Non Executive Director – QPR FC), Nick De Marco (Non Executive Director – QPR FC), Antonio Caliendo (Chairman – QPR Holdings), Gianni Paladini (Chairman – QPR FC), John Gregory, Akin Yilmaz (Company Secretary), Mark Cook (Financial Controller)

Kevin Steele chaired the meeting and started by naming those on the top table. Franco Zanotti was one of those missing but there was no apology given for his absence. He then explained that he hoped that the meeting would last no more than two hours and went on to explain the four resolutions:-

1 To re-approve the 2005 Accounts

2 Accept the 2006 Accounts

3 Re-appoint Antonio Caliendo as a Director

4 Re-appoint the Auditors

He then stated that there was a general rule that up to three questions could be asked, that everyone should try to keep the meeting civil, the Board were doing their best for QPR, they were all human, things that had been said in the past and with the benefit of hindsight, shouldn’t of been and finally, he stated that he’d been a QPR supporter all his life. By this time (7 minutes into the AGM) the normal disorganisation and farce that we have come to accept at QPR had started. Last year, each member of the top table had their own microphone but no one had thought to provide a roving mic for the shareholders to ask their questions. This year they did it themselves. In fact, there was only one microphone in the whole room which had crackled, hissed and whistled since the first moment that Kevin Steele had started to speak. Why no one had thought to check this out beforehand is beyond me but now the tone of the meeting had been set.

Questions were taken on the first resolution, to re-approve the 2005 Accounts. The first question from the floor was, “Can we see the revised figures ?” Akin Yilmaz stated that the figures hadn’t actually changed and it was only that a paragraph stating that the Company was still a going concern, that was missing (This isn’t true, the figures have changed, the totals may be the same but the figures are different)

The next question was why the Auditors had been changed. AY felt that it was best to go back to the former Club’s Auditors who had been auditing the accounts for ten years as they had more experience (It should be remembered that it is the current Board that split with them during 2005 in the first place) There was then a five minute break while the microphone was sorted out (unsuccessfully) A lady who is a regular at getting straight to the point at AGM’s asked, “How can you organise a football club when you can’t even get the accounts right ?” Kevin Steele replied, “It’s a cock-up not a conspiracy.” The lady’s response (and this would have been an appropriate point to end the AGM) was. “ITS ALWAYS A COCK-UP !” Then the microphone went again !!! The resolution was then passed with some moans and groans from the floor.

Kevin Steele then went on to explain the 2006 Accounts at breakneck speed and it went something like this:-
2006
Loss up from £2.5m to £3.3m
Turnover up because of Season Ticket sales and increased match day receipts
Operating costs up due to increased players’ wages and match day costs up (no reason given)
£2.6m had been put in by Directors as loans

2007
Loss projected at £2.6m (should be an easy projection as the 2007 financial year has already ended)
2008

Reduced staff budget by £1.2m and player sales should mean break even

 
I’ve actually been to all the QPR AGM’s and I’ve been hearing about the losses being reduced and breakeven the next year, diatribe for at least the last four years, so I’m not going to hold my breath. It’s going to be interesting to see how close the Board get to the £2.6m losses for 2007 as they must have a good idea by now. Sometimes, we have to take these things on trust as we don’t have access to the inside information but I can’t think of any excuses as to why the £2.6m figure should change.

KS went on to explain that the winding up order was for historical VAT and that a payment would be made next week (I found out later that although some of the money dates back to the Admin period, it is a very small amount) The Club are taking specialist advice and are reserving the right to seek repayment from the Inland Revenue. The Inland Revenue are not keen on football clubs as they have had their position as secured creditors removed from them by recent legislation. KS said that you would think that they were easy to deal with but it was in fact, a hard struggle.

Harold Winton (sitting in the front row this year and not at the top table) then decided that this was the perfect time to interject. There are those that agree with Harold and those that don’t but he can’t be accused of sitting on the fence. He went on to say how he had been a supporter for over 60 years, was behind the Board and thanked AC for his loans. He then went on to state many things relating to the post balance sheet events, particularly the sale of Dan Shittu, the purchase of Rehman and Blackstock and then the sale of Dean Parrett. HW said that Tottenham had agreed to pay £2m for Dean, they then changed it to £1m and that there were rumours that the Wintons gained £400,000 from the deal. HW went on to state that the Wintons had not received a penny from the deal.

HW went on to say that they had not received any money back from the sale of Dan Shittu. He stated that the Wintons would loan the profits from the Shittu sale back to the Club indefinitely so that a player could be purchased, all they wanted was their capital back. Gianni then woke up and said, “You don’t want your money back ?” HW then repeated again that he only wanted the capital back. An argument between them then started regarding the amount of money the Wintons had loaned the Club. GP stated that £650k was due back to them on the 15th August. Harold then went on to break the amounts down that included £250k for Shittu, £120k to pay off David Davies, £270k last October and £80k to an unknown person (later found to be Mr Perry) At one point HW was slapping the top table saying to GP, “Did I give you £270k last October ? If it’s true then you resign, if it’s untrue then I’ll stay away the Club for ever ! If you don’t think it’s £270k then you’re daft ! “  GP seemed to be reluctant to take up the challenge. KS then tried to make the peace by saying that he and Alex Winton knew the correct figures. 

Someone from the floor then asked if these liabilities were shown in the Accounts. Nick De Marco said that they acknowledge the contribution that the Winton family have made but it’s not helpful to raise these questions as they were not AGM related. HW asked why the Parrett sale was not included in the post balance sheet events, Mark Cook then said that it was too late. A question from the floor was raised about the sell-on clause from Charlton and it was stated as 25% followed by one on the sell-on fee for Dan Shittu. After some discussion, KS then stated this as 10% on £1.85m. There was then another question about whether the 2006 Accounts showed any money due to, or from the Wintons. AY said that they were in the Accounts. The floor then asked if the Board would make details of all +/- known before or at the next AGM and AY said yes they would.

A question was then asked as to why only £1m from the Parrett sale and not £2m ? KS said that he wasn’t in charge of the deal and he wasn’t sure who was. GP then went into a long story about how Dean wouldn’t sign a contract and asked to speak to Chelsea. Chelsea offered £500k and this wasn’t enough and that Alex Winton went with Dean to Chelsea. This was denied by Alex. Then eventually Tottenham came in and GP said that they wanted £3m. Tottenham weren’t interested and Alex said that the Club had to let him go otherwise he would go for nothing in November and how he hadn’t got any money from it and it had all gone to the Tax Man. Alex Winton then said this was because GP and JG took Dean to one side and said that they wanted him to go to Chelsea and that Tottenham were now the only choice because of the way the boy now felt about the Club. GP said that if it had gone to a tribunal then they’d only have got about £150k and he wanted £2m. Mr Harris then got his own back for being interrupted by HW last year by asking if this was AGM business ? GP then said that they got £1m plus a 25% sell on clause. It was never explained how the deal went from £2m to £1m as GP seemed to be more keen to clear his name of allegations against him that hadn’t been made rather than answering the question.

Dave Morris then asked a question about whether the 2005 Accounts showed the £200k loan made by him or the £85k due to Mr Perry. KS stated that the 2005 Accounts had already been approved. Mr Harris then stood up and gave his annual speech. This year it was about how he admires the optimism about being a going concern even though the Club is £20m in debt with no assets and how he’d like to say how he is behind the Board and appreciates the work that the Wintons and Antonio Caliendo have done for the Club. His question was about how can we share the Board’s confidence that the Club is a going concern ? Mark Cook’s rather flippant response was that the Club was still here one year and fifteen days after the end of the financial end. Nick De Marco then said that the Club has to look towards new investments and that they were working day and night to do this. He also pointed out that the television money would go up next year and that AC and GP would sell their shares for 6.5p. HW asked whether the investment would be new equity or what form of investment ? KS responded with, “Anything we can get our hands on”

Mr Harris then asked if there had been any new loans since the Accounts, if so, how much, from whom and what was happening with ABC ? Kevin Steele said that originally he was optimistic about getting rid of the loan but after 4/5 months of discussions, it became clear that financial institutions were not prepared to loan to a football club and this is for two reasons:-

1 They don’t want the bad publicity of foreclosing on a football club

 

2 There is a covenant on the Ground that means that they could not redevelop

He added that they’d spoken to hedge funds that had been lending money to Premier League clubs at 14-15%. The ABC loan will go up to 11.59% but they are confident of negotiating the rate down to 11.50% Furthermore, the ABC loan is not now as bad as it was at first because of the base rate interest rises. They are also trying to negotiate a clause in the contract that says that they can end the ABC loan if a better rate comes along as currently there would be no early repayment clause. They are also checking if this is legal. Someone asked if there had been any further Directors’ loans since the Accounts. GP responded that there was £6.8m in loans. It wasn’t made clear whether this was further loans or the total ? I’m assuming that it is GP’s standard answer to how much the Board has invested in total.

GP then went on to say about how he had put in much more than £650k. He’d put in £150k here, £150k there, had sold three of his five houses etc and at one point said that he was a prat for not checking carefully where he was investing his money. A question from the floor asked whether there had been discussions about what would happen if the ABC loan couldn’t be repaid ? KS said that there had been no such discussions, that the loan would go up to 11.59% and that it is not repayable early. The resolution on the 2006 Accounts was then passed.

The next resolution was on the re-appointment of the Auditors. A question was asked on their experience. KS said that they had dealt with the Club for ten years. The next question was on whether they dealt with other football clubs. AY responded that they didn’t as far as they knew. Nick De Marco also said that they were relatively cheap costing only about £15k and someone like D&T would be around £100k. Someone from the floor then stated that the Auditors would be duty bound to declare if they did work for other clubs and most problems with audits were because the Board withheld information. The resolution was then passed which was followed by a break for coffee (no tea and not much milk either but that’s the standard for any QPR catering)

The second half of the AGM was for general off the field and on the pitch questions. The first was about what did D&T do ? KS responded by saying that they were paid £40k for a complete review of the financial systems. The next question was about what happens to the £10m borrowed at the end of the ABC loan. KS basically answered by saying that another loan would have to be sought to pay it off. Next up was concerning press reports that the current Directors were willing to sell their shares. GP went into his normal speech about moving aside if anyone showed that they had the money and how they didn’t want their investment back until QPR were in the Premier League. 

Geoff Gibbs from QPR 1st then asked how much the new TV deal was worth and how much was it worth currently ? GP then said (much to the visible relief of Nick De Marco) that he couldn’t say as it would be announced on the 18th but last year it was £1.05m. GP then announced that he’d signed a right back and should really tell John Gregory. He then said he’s signed Paul Parker. Nick De Marco added that this was as temporary Commercial and Communications Director to help with PR. It should be pointed out to Mr Paladini that Paul Parker wasn’t a right back at QPR and was much more useful as a centre half. There was then a question about Paul’s expertise. We were told that he’d done media training and worked with MUTV. GP then stated that Paul was needed to, “Stop me making a cock-up with the Press.” That was the end of the off the field questions. 

John Gregory then stood up and said, “It’s a great pleasure to be here, NOT !” and that sums up the AGM. There were a number of on field questions raised but in truth there was not much that hadn’t been heard before. Alan Barnes asked whether there would be any more pre-Season games. JG replied that there would be a couple of games at the Training Ground against local opposition. 

My view of the AGM is that Nick De Marco and Kevin Steele did a great job of controlling Gianni Paladini. I don’t think that it changed many people’s opinions on how the Club is being run. The Board wasn’t given a particularly hard time with the questioning so we will have to see if they actually deliver what they said they were going to do. 

Frog



5 Responses to QPR Holdings 2007 AGM (Cock-ups But No Conspiracies ?)

  1. luke peppard says:

    can we pay the full amount owed to ABC ??

    why worry about an early repayment, unless we can pay it, in full early??

    is dave morris a director? after the court case? it wasn’t clear…

    i’m told when jg took the mike, he made sense and did very well.

    it seems gp is not popular and now needs paul parker to advise him??? is this a good way to run a business and attract new investors?
    well we are surviving, just!

  2. frog says:

    Currently there is no early repayment clause for the ABC loan for the next 5 years. The board are trying to get this included. Not allowing early repayment may not be legal.

    I don’t believe Dave Morris was ever officially lodged as a director with Companies House.

    JG did make a lot of sense, but then the act he was following wasn’t the best. He didn’t name any potential targets and a lot of what he said has been widely reported before, such as at the fan’s forum. And as it was pointed out to me, ironically when JG took the stage the Microphone worked a lot better

    Paul Parker will talk to the press and also try to raise the clubs commercial profile. I’m waiting for the official announcement but a source close to GP told me that Gary Hooper has joined the growing ranks of ex-QPR employees.

  3. julia says:

    Top report, and very entertaining too!

  4. Bill Elkins says:

    Thank’s Frog – An extremely concise & accurate report.

    Bill.

  5. Mark Devlin says:

    Dave Morris isn’t a Director, but I believe he has a shareholding of approx 2%, shares bought from Tim Krause.


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