16 August 2024

 

TO ALL MEMBERS

 

Dear Shareholder,

 

THE TORQUAY UNITED ASSOCIATION FOOTBALL CLUB LIMITED (“the Club”)

 

I am writing to you as a member (i.e. shareholder) of the Club, following the acquisition of a majority of the shares of the Club by Big In Business Limited (known as the “Bryn Consortium”) on 29 May 2024.

 

As part of its efforts to modernise the governance of the Club and increase the shareholding and influence of the Torquay United Supporters Trust (“TUST”), the Club’s new Board of Directors proposes the following written resolutions for your consideration:

 

  1. Adoption of New Articles of Association

 

The Board recommends the adoption of new articles of association which will bring a number of benefits to the Club, including: (i) enshrining TUST approval rights over changes to the Club’s heritage assets (subject to shareholding levels); (ii) guaranteeing TUST two seats on the Club’s board of directors (subject to shareholding levels); (iii) securing compliance with the latest Football Association requirements; and (iv) ensuring consistency with recent changes in legislation and incorporation of best practices in modern corporate governance.

 

The new Articles are available at www.torquayunited.com/articles and a physical copy is available at the Club’s reception at Plainmoor.

 

  1. Authority to allot new shares

 

To raise additional capital for the Club and in connection with the above, the Board proposes to allot new ‘B’ shares to TUST, which will rank equally with existing ordinary shares in the Club for all purposes. This will provide funds to drive the Club’s next phase of growth and create value for all shareholders.

 

We have enclosed the full text of the proposed resolutions along with explanatory notes for your review.

 

Voting procedure

 

If you wish to exercise your right to vote on these resolutions, please complete and sign the enclosed written resolution form and return it by 16 September 2024.

 

We would highlight that these written resolutions will collectively pass as soon as shareholders holding in excess of 75% of the ordinary shares of the Club vote in favour. The Board of Directors of Big In Business Limited (which holds 93% of the shares of the Club) has indicated that it will vote in favour of the resolutions.

 

If you have any questions or require further information, please do not hesitate to contact [email protected].

 

Thank you for your continued support.

 

 

 

 

Jon Gibbes, Club Secretary,

Torquay United Football Club

 

 

PRIVATE COMPANY LIMITED BY SHARES

WRITTEN RESOLUTION

of

Torquay United Association Football Club Limited (The) (Club)

 

 

Circulation Date: 16 August 2024

 

 

Under Chapter 2 of Part 13 of the Companies Act 2006 (CA 2006), the directors of the Club propose that the resolutions numbered two, three, and five are passed as ordinary resolutions and the resolutions numbered one and four are passed as special resolutions (each a Resolution, together the Resolutions).

 

Special Resolution:

  1. THAT, with effect from the passing of this Resolution, the draft articles of association which can be found at www.torquayunited.com/articles (New Articles) be adopted as the articles of association of the Club in substitution for, and to the exclusion of, the Club’s existing articles of association.

Ordinary Resolution:

  1. THAT, subject to, and by way of the adoption of the New Articles under the Resolution numbered one, above, the restriction on the authorised share capital of the Club, which by virtue of section 28 of the CA 2006 is treated as a provision of the Club’s articles of association, is hereby revoked and deleted in accordance with paragraph 42(2)(b) of Schedule 2 of the CA 2006.

Ordinary Resolution:

  1. THAT, subject to the passing of the Resolutions numbered one and two, above, and in accordance with section 551 of the CA 2006, the directors of the Club (Directors) be unconditionally authorised to allot B Ordinary Shares in the capital of the Club up to an aggregate nominal amount of £10,000. Unless renewed, varied or revoked by the Club, this authority shall expire on 30 June 2029 save that the Club may, before such expiry, make an offer or agreement which would or might require shares to be allotted and the Directors may allot shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

Special Resolution:

  1. THAT, subject to the passing of the Resolutions numbered one to three, above, and in accordance with section 570 of the CA 2006, the Directors be generally empowered to allot equity securities (as defined in section 560 of the CA 2006) pursuant to the authority conferred by the Resolution numbered three, above, as if section 561(1) of the CA 2006 did not apply to any such allotment, provided that this power shall:
    1. be limited to the allotment of equity securities up to an aggregate nominal amount of £10,000; and
    2. expire on 30 June 2029 (unless renewed, varied or revoked by the Club prior to or on that date), save that the Club may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.

Ordinary Resolution:

  1. THAT, in accordance with article 22.1 of the New Articles, and subject to the passing of the Resolutions numbered one to four, above, the Club be authorised to allot the B Ordinary shares in the capital of the Club referenced in the Resolution numbered 3, above, and having the rights and subject to the restrictions set out in the New Articles adopted pursuant to the Resolution numbered one, above.

 

AGREEMENT

 

Please read the notes at the end of this document before signifying your agreement to the Resolutions.

 

The undersigned, a person entitled to vote on the Resolutions on the Circulation Date, hereby irrevocably agrees to the Resolutions:

 

Signed by                                 _________________________________ (signature)

 

Name                                      _________________________________ (name in block capitals)

 

Date                                        _________________________________ (date signed)

 

 

NOTES

  1. You can choose to agree to all of the Resolutions or none of them but you cannot agree to only some of the Resolutions. If you agree to all of the Resolutions, you may indicate your agreement by signing and dating this document where indicated above and returning it to the Club using one of the following delivery methods:

 

  • By hand: delivering the signed copy to the Club Secretary at Plainmoor Stadium, Torquay, Devon, TQ1 3PS.

 

  • By post: returning the signed copy by post to the Club Secretary at Plainmoor Stadium, Torquay, Devon, TQ1 3PS.

 

  • By email: by attaching a scanned copy of the signed document to an email and sending it to [email protected] – please type “Written TUFC Resolutions” in the email subject box.

 

  1. If you do not agree to all of the Resolutions, you do not need to do anything. You will not be deemed to agree if you fail to reply.

 

  1. Once you have indicated your agreement to the resolutions, you may not revoke your agreement.

 

  1. Unless by 16 September 2024, sufficient agreement is received for the Resolutions to pass, they will lapse. If you wish to agree to the Resolutions, please ensure that your agreement reaches us before or on this date.

 

  1. In the case of joint holders of shares, only the vote of the senior holder who votes will be counted by the Club. Seniority is determined by the order in which the names of the joint holders appear in the register of members.

 

  1. If you are signing this document on behalf of a person under a power of attorney or other authority please send a copy of the relevant power of attorney or authority when returning this document.

 

  1. Explanatory notes on the new Articles of Association are provided on the following page.

Torquay United Association Football Club: New Articles of Association

 

Explanatory notes

 

The Club’s proposed new Articles are principally based on the provisions of The Companies (Model Articles) Regulations 2008, which provide a standard set of Articles for a private company limited by shares (“Model Articles”). Various amendments have been made to these Model Articles to reflect the Club’s status as a football club, its current ownership structure and its desire for operational efficiency. We would draw your attention in particular to the following changes to the Model Articles:

Provision Content Reason for change
Article 4.1 The requirement for a shareholders special resolution (i.e. 75% majority) has been reduced to an ordinary resolution (i.e. 50% majority), unless required otherwise by law.

 

 To enable Big In Business Limited to maintain efficient operational control of the Club when its shareholding reduces below 75% as a result of the increased shareholding of TUST.
Article 11.4 This ensures that a TUST director must always be present for a Club Board meeting to be quorate. To protect the influence of the TUST director(s) on the Club Board.
Article 14 Permits the Board to authorise conflicts of interest in limited circumstances To maintain operational efficiency.
Article 17.4 & 17.5 These provisions enshrine the right of TUST to nominate one or two (depending on TUST shareholding levels) directors to the Club’s Board.

 

 To reflect the agreed representation of TUST on the Club Board.
Article 30 This records that all of the Club’s shares shall be treated equally.

 

 This provision was included to ensure that TUST’s new shares in the Club (with a 1p nominal value) are of identical power and status to the Club’s existing historical shares (with a £1 nominal value).
Article 31 This provision enshrines that where TUST meets the requisite shareholding level, it will have approval rights over any proposed changes to certain heritage assets of the Club. This includes any proposed change to the Club’s name, stadium, badge, nickname and main home strip colours.

 

 TUST will attain the requisite shareholding under this article if it meets the minimum investment level (£100,000) in its forthcoming Community Share Issue.
Article 32 Exclusion of statutory pre-emption rights This means that the Club can issue new shares without having to offer those shares to existing shareholders in proportion to their existing shareholdings. This change will make it simpler for TUST to continue to increase its percentage shareholding in the Club over time.
Article 33 This provision enables the Club to buy back small quantities of its shares in certain circumstances This will enable the Club to manage small shareholdings more easily, including consolidating share ownership or buying out shareholders who wish to sell their shares.
Article 46 Provision for notices to be sent to shareholders by email To enable the Club to send shareholder notices by email. This will only apply where the shareholder has consented to receive notices by email.
Article 63 and 64 Football Association required provisions These provisions meet the latest Football Association requirements regarding directors of the Club and any winding up of the Club.