Post by QPR Report on Mar 19, 2009 7:06:53 GMT
15 Years ago...
It's interesting (at least to me) to reread Tracy Stent's report which she wrote for QPR1st.
QPR1st - March 19, 2006
QPR Holdings Ltd AGM Report
March 19, 2006
Tracy Stent represented the interests of the Supporters Trust at the Annual General Meeting of QPR Holdings Ltd.
It was a fairly lively affair and Tracy has produced a report of the meeting which can be viewed/downloaded via the link below. The document is in MS Word format. www.qpr1st.co.uk/documents/AGM2006.doc
After the AGM, QPR 1st received details of the loan agreement between Ross Jones and QPR holdings plc (from 2004) mentioned in the report,which he has given us permission to reproduce. To view these documents, which are scanned images you will need to download the zip file which you can do by Clicking Here www.qpr1st.co.uk/docs/rjonesloan.zip
Complete report at:
www.qpr1st.co.uk/main/newsarticle.asp?id=59
QPR 1st Supporters Trust
Minutes/Report from the Annual General Meeting of QPR Holdings Ltd
Friday 17th March 2006 ~ Venue – The Tony Ingham Suite
In attendance at the top table
Antonio Caliendo ~ Chairman of QPR Holdings Ltd
Gianni Paladini ~ Chairman of QPR FC & Director QPR Holdings Ltd
Carlos Dunga ~ Director of QPR Holdings Ltd
Franco Zanotti ~ Director of QPR Holdings Ltd
Chris Pennington ~ Departing Financial officer of QPR Holdings Ltd
Paolo Mina ~ New Financial officer of QPR Holdings Ltd
Harold Winton ~ Life Vice President of QPR FC
Sheila Marson ~ Secretary of QPR FC
Gary Waddock ~ Caretaker team manager of QPR FC
QPR 1st Supporters Trust
This meeting was the eighth annual general meeting of QPR holdings ltd (formerly QPR holdings plc and before that Loftus Road plc) and took place in the Tony Ingham suite at the stadium.
The meeting started off just after 2pm with Antonio Caliendo (AC) speaking a couple of sentences and then handed over to Chris Pennington (CP) who explained that he had been asked by the chairman of the company to present the accounts and speak for him to the shareholders. He said how he would give a brief review of the accounts, would talk a bit about estimated projections and that a vote would then take place to adopt them, along with the other resolutions, which would then bring about the close of the formal part of the meeting.
He then went on to say that after this, the open session would begin where the top table would take questions, that the room had to be cleared by 4pm to allow for getting it ready for the next day and so therefore a limit of 3 questions per person, along with a 5 minute timescale each was being set (so that kind of scuppered me with my 101 questions!).
CP then went through the process of introducing each member of the top table and then talked us through a brief review of the accounts, saying how there had been a marked improvement in the losses from previous years; that revenues were up for that period, because although we had lost the money from the Fulham groundshare deal, due to being promoted, the extra tv money this created helped to offset the losses from that particular deal.
Operating costs were down £1.4m along with various savings on other costs and legal costs had been cut down to £200,000.
The Board’s main objective is for the club to gain promotion to the premier league, but to do so in a break-even situation.
In 2005/06 there had so far been 10 midweek home games in comparison to 8 Saturday matches at LR. This has meant on approx a difference of 2/3000 people down on attendances, which on average costs the club £73,000 per game.
Therefore bearing this in mind, losses will be estimated for the end of the 2006 season to be between £1.7m - £2m.
For 2007, two new commercial deals have been finalised, one with Car Giant – which in terms of net will be double the equivalent of the Binatone deal – and one with Le Coq Sportif.
Announcements of season ticket prices will be going into the programme for the game against Brighton. Although this season there was a reduced take up on season ticket holders than in comparison to the last couple of seasons, this did provide greater revenue (on season ticket monies). There will be no increases on adult prices but large reductions on the children’s ones. On children up to 7 years old they will be permitted free entry with an accompanying adult. For 7-15 year olds there would be massive reductions. CP said they were expecting to improve revenue whilst hoping that the heads at LR will increase.
He then spoke about losses in previous years, saying how in 2003 the losses had been £4m; in 2004 they were £3.4m; 2005 £2.5m; estimated losses for 2006 are £1.7m - £2m; and going forward the estimate for the year after would be a loss of £0.8m – though the hope was to break even eventually for this period.
He stated that the inland revenue debts are paid off and that the current tax bills were being paid as they came along.
CP then asked for a vote to be taken on the ratifying of the accounts for the year ending May 2005, but it was pointed out to him by a shareholder at the front of the room that taking a vote for the ratifying of the accounts wasn’t really the thing to do until questions about them had been asked by shareholders with responses to the queries answered from the Board.
CP agreed for questions relating to the accounts only be asked at that stage (which is the norm for the formal part of a shareholders meeting) and the shareholder that had pointed out the need for questions to be asked about the accounts before the ratifying of them started off these proceedings himself.
He started off by welcoming the new board and wishing them well. He went on a slightly lengthy explanation as to the points he wished to raise and with the microphones not working too well, I guess that those at the back of the room couldn’t hear what was being said, and this therefore led to a touch of impatience by others. Harold Winton informed this particular shareholder that he (HW) was the timekeeper and that he had so far had 7 minutes. Some in the room were a little upset at the manner shown towards the chap, and when things calmed down the points he wished to raise were: Is the company still a going concern? Why does the company now have different auditors, what happened, why did it happen and when? And in note 5 of the accounts it states that no remuneration had been made to any directors but on looking at note 25 it stated an amount of £75,000 and so he wished to ask if the directors felt this were slightly contradictory?
CP replied to the points by saying that the auditors are happy to sign off the accounts as a going concern because the directors are funding any shortfalls. He denied that the notes in the accounts were contradictory because at the end of the financial year for those particular ones, Gianni Paladini had not been a director. A reply was not really given in respect about the change of auditors.
Seeing as we were being quite rushed through with questions relating to the accounts I then asked for clarity on a couple of quick points within them. Firstly in relation to the stated amount of £945k shown on interest payments, and asked why this amount was showing when the interest on the ABC loan itself is £1m. CP said that it was nothing to be concerned about and that there had been some kind of adjustment. I didn’t really understand what he meant but knowing there were others in the room wishing to speak, I quickly asked for clarity on note 17 in relation to the convertible loans of £950,000.
CP looked rather blankly at me and asked what I meant and so I repeated, some clarity would be appreciated as to what is meant (i.e. money or shares…if shares then I didn’t think there were any more to issue without a further share issue). CP explained that at the end of the period when those loans are due to be paid back, if the money is there then they will be repaid back with cash, if the money is not available then the shares equivalent would be issued to the lender.
Ross Jones, who was in attendance, then asked for a brief explanation as to why any outstanding loans owed/due to ex directors during that period did not appear to be visibly shown and CP responded by saying that they were included in a different part (i.e. not separate).
Whilst talking about loans, CP went on to mention the ABC loan, saying that the interest was 10% on it for 5 years, after 5 years (Spring of next year) there is a break clause, however the clause is not to our benefit because if we cannot find a way out of the loan, then ABC can up the interest should they so wish.
Antonio Caliendo then expressed a wish to speak and with the translation skills of Paolo Mina, we learnt that according to AC, the Board wishes to reach an agreement with ABC before the 5 year period and that they hope to present better results next year in order to hopefully be able to do this.
The shareholders were then asked to vote on the first resolution, which was for the accounts to be passed. With votes already having been accumulated over the weeks in which shareholders that could not attend, along with the votes of the majority shareholders no doubt, the vote in the room for the adopting of the resolutions was always going to be a ‘going through the motions’ type of exercise. As I was there representing the Trust, I abstained from voting but needless to say all resolutions including the passing of the accounts; the re-appointment of Gianni Paladini; and the appointment of Nieman Walters Niman as auditors of the company were all passed. There were a handful or so of shareholders in the room that voted against the appointment of Gianni Paladini.
What did disappoint is that at no stage were any figures given for either the amount in shares, or percentage wise in shareholders, as to the margin by which the resolutions had been passed.
CP then started to speak about the Evening Standard newspaper and began to read extracts from the statements that have recently been published on the club’s official website in response to articles that have been written within the paper. When asked if he were speaking as Chairman of the meeting by a shareholder, CP informed that he was speaking on behalf of Antonio Caliendo. He spent about 10 minutes talking about this, saying how distorted articles on members of the board by the paper had been and that they had to issue an apology and pay costs some time ago. He claimed that the £18m of debt recently mentioned in the paper includes deferred income (from season tickets) and that the paper had failed to mention how the losses were beginning to become less over the years.
He then mentioned that he understood that Raoul Simons from the ES was in attendance (Raoul raised his arm and he was in the same row of seating as me) and that he had gained a proxy to attend by a Nicholas Blackburn. This raised a few eyebrows within the room, though I am not sure if shareholder confidentiality may have been breached by such a disclosure.
The same shareholder at the front of the room disagreed with CP in that the recent article in the ES had been distorted because the debt of £18m mentioned was indeed a correct figure. CP did not deny that the figures were wrong, just that in his opinion, the reporting had been distorted.
At this point HW intervened by stating that he felt that due to the small amount of shares that this particular shareholder held, (and he stated the amount publicly) he thought the chap had had enough of a say in relation to the amount of shares held by him, some others in the room felt this was a disingenuous remark and then Gianni Paladini took the microphone and spoke for the first time since the meeting had begun.
He said that it doesn’t matter whether a person holds 1 share or 2 million. They are all part of QPR. He went on to say that he would like to thank Bill Power and others etc, but then stated that a change was made, the past is past and to look to the future. He then said he would like to thank Mr Ross Jones for his arranging of the £10m loan, which has cost the club £1m a year, but that they would like to try and do what they can for the future.
GP stated that after putting in his money he hadn’t even been allowed “in this room” and said something or other about him being offered £150k from the other two (presumably he meant Messrs Davies and Blackburn) in some form of deal or contract whatever. He mentioned briefly about the rumours of a new ground, and said that when Antonio first had White City mentioned to him he thought it was based in Birmingham or somewhere like that.
Next up to ask a question was Steve Russell of the LSA who pointed out an article from one of today’s local newspapers in which it had been quoted about Franco Zanotti investing/putting further money into the club and asked Mr Zanotti if this were the case? FZ responded by saying that he has already invested, that he is happy with the way things are at the moment, but if there is the need for further investment then it will be done.
Paul Finney of the LSA then got his 3 questions in by asking firstly about Franco’s status as a director of the company because according to the Companies House website he is not registered as a director of the company. CP said that this is now being done and that there had been a delay in sending the forms. Paul then asked for an explanation on the Gino Padula situation and any settlement made; and also asked what Harold Winton had meant when some time ago he had made some comments about ‘dark day’ in relation to past events. HW responded by saying that he had not made such comments (PF refuted this), Harold went on to say that he was disappointed in certain aspects in relation to Bill Power i.e. felt he shouldn’t have sold his shares, disappointed that he doesn’t come to games anymore etc.
Gianni Paladini then went into a lengthy explanation about Gino Padula. He said that he holds his hands up because he got it wrong. Gino had gone to him and asked a favour to help him buy a house in order to help him settle down. Gianni had begged Bill Power, Mark Devlin and Sheila Marson for them to sign a contract (pre) to help him apply for a mortgage. Bill signed the paper and the next thing was a 3-year contract was offered, however 1 month before, things went pear shaped, and Padula went to Forest. Padula’s agent then realised there was a loophole in the QPR offer/pre contract and they claimed breach of contract. So they then paid him off, as a board, GP offered to pay the costs himself but the Board insisted it was a club/collective thing.
A shareholder in front of me pointed out that as Gianni were an ex agent, how could he have not been aware of such a loophole himself in the first place? GP reiterated it was a mistake before going on to say that money doesn’t buy success and that the priority is have to have a team on the pitch playing a good style of football.
Antonio Caliendo then indicated that he would like to speak and it was explained that he has been involved in football for 40 years, he has seen many players that have been bought for huge sums of money 6 months down the line have become worthless, equally he has seen young players that have cost clubs nothing in the past go on to become spectacular players. We were informed that he is pleased with Gary Waddock and the football and hopes with the new mentality that we get to where we want to go.
There then followed an exchange between Ross Jones and Gianni Paladini, which began by RJ responding to GP’s earlier comments about the £10m loan. He stated that GP knew full well the reasons why the loan was taken out, that a letter had been received from the football league about QPR’s need to exit administration or we could be faced with expulsion from the league. He reiterated to GP the content of the letter, and said that he himself (GP) had a copy of that letter but should he need clarification then to ask Tracy Stent of QPR 1st Supporters Trust for a copy of that letter.
*Note – the football league have denied our requests in the past to publish this letter, and its contents, and due to legal reasons we have found ourselves in the frustrating position of being unable to reproduce it.
GP then asked how come there had been fees to Harbottle and Lewis (the club’s ex solicitors) for £1.2m (£40k which had recently been paid to them) and also asked why did we come out of administration with more debt than we left?
RJ went into an explanation of Chris Wright, and how he accepted 50p in the pound, that he could have insisted on the lot but did not; that at the time we were in the old second division and that with less revenue coming in because of being in a lower division, the administrators had to demonstrate to the courts that the company would be a going concern. The ABC loan at that time, due to High Street banks etc. not touching football clubs because of the risk, was the only way out. RJ said he would check for GP in relation to the £150k contract he had mentioned because he knew nothing about that, to which GP then asked him about his £200k loan of which they (the new board) had to pay him back. GP mentioned that there had been not been a written contract but RJ refuted this by saying that in effect it had been a gentleman’s agreement but that all the details had been minuted in a Board meeting prior to him loaning the club the money.
RJ stated that he has attended fans forums, he attended the AGM two years ago to answer any questions and that at the time of us being in administration there were people around that wanted to buy the club for the ground…”the ground only”. He said he is happy to talk anytime about the past but that the future is now what matters and that he has had to put up with a campaign against him, including him being kicked out of the ground for ‘safety reasons’ and along with threats in front of a board room full of Millwall directors that he would be ‘chinned’.
I later on heard that there were a few cheers around where RJ was sitting at the ‘chinned’ remarks though where I was at the frontish of the room, I heard comments of “so this is the Italian way”!
Well, after that exchange, we needed a question to calm the tensions in the room, and thanks to a shareholder behind me, who, after making some humorous remarks about how he hopes the proceedings from the meeting will be factually reported by the ES journalist in the room, raised a question about the amount of midweek games and if we have any rights with the FA/FL regarding such fixtures, i.e. can we refuse to host so many midweekers?
Harold Winton responded by saying that he had in fact tried to find this out himself but then mentioned how in his opinion the FL have it in for QPR because there was an oversight in the amount paid to Watford (they were owed £300) and we were then fined £15,000. Sheila Marson responded by saying that this actually is a regulation by the football league.
The first question on the football side was then raised and it was a question to Gary Waddock about the squad fitness, and if he will be looking to perhaps oust some of the injured players at the end of the season? Gary said that he felt that some of the injuries could have come down to preparation in the pre-season. He was quick to point out that he didn’t mean this as any slight upon anyone else just that if he is given the job on a permanent basis then he will have to make sure that the players are prepared right and that a training programme will be put in place to ensure the fitness of players for the start of the new season.
Joe Hylton then raised the issue of a new ground, citing the Dairy Crest site as a possibility, particularly if it could be funded from the outside. Or if not, then could the capacity of LR be increased?
Antonio Caliendo, via Paolo Mina, went into a lengthy response by saying that the aspiration is there to have a new stadium; that they will never accept an offer for a new ground unless all shareholders agree; that we would stay in this area; and that they will continue to look or improve. He also said that they would like to see a full stadium, rather than a half empty one and believes that Loftus Road deserves at least 5000 more seats. If the deeds of the club can be sorted out then it is certainly an aspiration.
Gary Waddock was then asked by a shareholder if he feels he can hold onto the main bones of the squad i.e. shiteeeeeetu and Cook and laughingly made a comment about signing Dunga. Gary replied by saying how he obviously wants to keep hold of the main spine of our squad and then went on to pay tribute to Ian Holloway and said how he hopes he gets his situation sorted out soon.
A shareholder in front of me then put a question to Carlos Dunga, asking if he could possibly get us players from South America?
With Paolo Mina then deftly switching to translating from Brazilian Portuguese into English for our benefit, we were informed that CD’s aims are not only to bring young players in but also for us to use his experience. It was relayed that he felt that with people talking about £10m they were forgetting that it’s more important how we play. “Ask yourselves what you can all do to help. Bring a friend”.
It was explained that a Euro passport is needed and there is a regulation of 75% in relation to how many games a player from South America participates in re: international matches.
When pressed by a shareholder about what he can actually do for us then, apart from coming over to LR to get rid of the chairman, the response was that he could help with injuries etc. GP then intervened and said “he brought in money to save this club, that’s what he has helped with”.
I became quite frustrated at the “ask yourselves what you can all do to help the club” comments, as GP himself also made similar remarks, - after all everyone present in that room each gives this club of ours their love, support, money, heart, soul, advice and help - but with others wanting to speak I forced myself to keep my arm firmly entrenched in my lap.
Season ticket prices from last year were raised and it was almost like watching proceedings develop from behind a glass panel, i.e. you want to say so much but are prevented from doing so due to the circumstances.
The next question was about Ian Holloway and if the Board see the situation as being open-ended? GP replied by saying that Ian Holloway was the best thing to happen to this club in 5 years but that everything in life finishes. He said he is still on the payroll and that in fact he got a bonus that Gary won for him. He reckons that he’ll have a job in two or three weeks’ time. He stated that they would continue to pay him for however long it takes.
Steve Russell then asked about outstanding bills and mentioned a phone call he had taken from the ex club photographer who was concerned that he had still not been paid what is owed to him by the club. Things got a tad confusing with GP appearing to say they would pay what is owed, and then Antonio Caliendo wished to speak again and a lengthy speech ensued which included the following:
So far the Board have been calm. Like any management there has been change and until 6 months ago they were not aware of any tax payment problems. Then in September 2005 they discovered unpaid bills. In October a payment of £200,000 was made and this has been followed by another £1m (the unpaid tax bill).
There have been various payments and investments made including £1.2m; £1.1m; £1.13m; £1m; and £1.2m. The various monies put in either via loans or from share purchases have amounted to £8m in total. There will also be a personal guarantee from the directors should the necessity arise.
He stated that there were £600,000 worth of legal fees and claimed that if QPR were to spend this figure each year on legal fees then the club might as well close down.
He stated that when people go on about others being owed money to remember the bills that have had to have been paid in recent months.
Harold Winton then finished off by saying that as it was now 4pm the room had to be vacated, he asked the fans to remember that it’s on the pitch that we need to exercise our energies, and urged everyone to get behind the Board.
To summarise
It was certainly the liveliest QPR AGM I have attended. There were some interesting altercations, none less so than the Gianni Paladini – Ross Jones ones. It became apparent that there were many mixed feelings within the room, and whilst some wished to talk about the football, many others wished to remain focused on the main business of the meeting.
The meeting was too rushed, there was the need for a more free flowing type of leadership to grab it by the scruff of the neck at times in order to give as many people the chance to ask questions, and I was disappointed by the setting of the timescale, along with the limit on the number of questions allowed by each person.
After the meeting I took the opportunity to have a quick word with Gianni Paladini and raised the subject of the Trust still awaiting a response to the letter sent to the 4 members of the Board two months ago. We are going to set a date to discuss some of the content properly in the very near future.
Many questions went either unanswered, or there was not enough time to raise them, and so we will be compiling a list of such questions to raise with the Board at the same time.
On the plus side, it was an eventful meeting, it was good to see many familiar faces around the room, and I actually spent the afternoon in the same room as an ex Brazilian international football player. And got the photograph to prove it!
Seriously though, I hope everyone has enjoyed this report from the meeting and if anyone has anything they’d like to ask then don’t hesitate to ask. My thanks to the Board and everyone else involved in the organising of the meeting.
One final point, and this is in relation to the ABC loan, and its terms. It is our understanding that ABC have the right to increase the interest rate after 5 years provided the rate is deemed to be ‘reasonable’. ‘Reasonable’ is then defined as 6% over 3-month Libor (for instance an approx 6% over the base rate). If ABC does increase the rate, then QPR Holdings ltd will have a 3- month period whereby they can repay the loan.
Tracy
It's interesting (at least to me) to reread Tracy Stent's report which she wrote for QPR1st.
QPR1st - March 19, 2006
QPR Holdings Ltd AGM Report
March 19, 2006
Tracy Stent represented the interests of the Supporters Trust at the Annual General Meeting of QPR Holdings Ltd.
It was a fairly lively affair and Tracy has produced a report of the meeting which can be viewed/downloaded via the link below. The document is in MS Word format. www.qpr1st.co.uk/documents/AGM2006.doc
After the AGM, QPR 1st received details of the loan agreement between Ross Jones and QPR holdings plc (from 2004) mentioned in the report,which he has given us permission to reproduce. To view these documents, which are scanned images you will need to download the zip file which you can do by Clicking Here www.qpr1st.co.uk/docs/rjonesloan.zip
Complete report at:
www.qpr1st.co.uk/main/newsarticle.asp?id=59
QPR 1st Supporters Trust
Minutes/Report from the Annual General Meeting of QPR Holdings Ltd
Friday 17th March 2006 ~ Venue – The Tony Ingham Suite
In attendance at the top table
Antonio Caliendo ~ Chairman of QPR Holdings Ltd
Gianni Paladini ~ Chairman of QPR FC & Director QPR Holdings Ltd
Carlos Dunga ~ Director of QPR Holdings Ltd
Franco Zanotti ~ Director of QPR Holdings Ltd
Chris Pennington ~ Departing Financial officer of QPR Holdings Ltd
Paolo Mina ~ New Financial officer of QPR Holdings Ltd
Harold Winton ~ Life Vice President of QPR FC
Sheila Marson ~ Secretary of QPR FC
Gary Waddock ~ Caretaker team manager of QPR FC
QPR 1st Supporters Trust
This meeting was the eighth annual general meeting of QPR holdings ltd (formerly QPR holdings plc and before that Loftus Road plc) and took place in the Tony Ingham suite at the stadium.
The meeting started off just after 2pm with Antonio Caliendo (AC) speaking a couple of sentences and then handed over to Chris Pennington (CP) who explained that he had been asked by the chairman of the company to present the accounts and speak for him to the shareholders. He said how he would give a brief review of the accounts, would talk a bit about estimated projections and that a vote would then take place to adopt them, along with the other resolutions, which would then bring about the close of the formal part of the meeting.
He then went on to say that after this, the open session would begin where the top table would take questions, that the room had to be cleared by 4pm to allow for getting it ready for the next day and so therefore a limit of 3 questions per person, along with a 5 minute timescale each was being set (so that kind of scuppered me with my 101 questions!).
CP then went through the process of introducing each member of the top table and then talked us through a brief review of the accounts, saying how there had been a marked improvement in the losses from previous years; that revenues were up for that period, because although we had lost the money from the Fulham groundshare deal, due to being promoted, the extra tv money this created helped to offset the losses from that particular deal.
Operating costs were down £1.4m along with various savings on other costs and legal costs had been cut down to £200,000.
The Board’s main objective is for the club to gain promotion to the premier league, but to do so in a break-even situation.
In 2005/06 there had so far been 10 midweek home games in comparison to 8 Saturday matches at LR. This has meant on approx a difference of 2/3000 people down on attendances, which on average costs the club £73,000 per game.
Therefore bearing this in mind, losses will be estimated for the end of the 2006 season to be between £1.7m - £2m.
For 2007, two new commercial deals have been finalised, one with Car Giant – which in terms of net will be double the equivalent of the Binatone deal – and one with Le Coq Sportif.
Announcements of season ticket prices will be going into the programme for the game against Brighton. Although this season there was a reduced take up on season ticket holders than in comparison to the last couple of seasons, this did provide greater revenue (on season ticket monies). There will be no increases on adult prices but large reductions on the children’s ones. On children up to 7 years old they will be permitted free entry with an accompanying adult. For 7-15 year olds there would be massive reductions. CP said they were expecting to improve revenue whilst hoping that the heads at LR will increase.
He then spoke about losses in previous years, saying how in 2003 the losses had been £4m; in 2004 they were £3.4m; 2005 £2.5m; estimated losses for 2006 are £1.7m - £2m; and going forward the estimate for the year after would be a loss of £0.8m – though the hope was to break even eventually for this period.
He stated that the inland revenue debts are paid off and that the current tax bills were being paid as they came along.
CP then asked for a vote to be taken on the ratifying of the accounts for the year ending May 2005, but it was pointed out to him by a shareholder at the front of the room that taking a vote for the ratifying of the accounts wasn’t really the thing to do until questions about them had been asked by shareholders with responses to the queries answered from the Board.
CP agreed for questions relating to the accounts only be asked at that stage (which is the norm for the formal part of a shareholders meeting) and the shareholder that had pointed out the need for questions to be asked about the accounts before the ratifying of them started off these proceedings himself.
He started off by welcoming the new board and wishing them well. He went on a slightly lengthy explanation as to the points he wished to raise and with the microphones not working too well, I guess that those at the back of the room couldn’t hear what was being said, and this therefore led to a touch of impatience by others. Harold Winton informed this particular shareholder that he (HW) was the timekeeper and that he had so far had 7 minutes. Some in the room were a little upset at the manner shown towards the chap, and when things calmed down the points he wished to raise were: Is the company still a going concern? Why does the company now have different auditors, what happened, why did it happen and when? And in note 5 of the accounts it states that no remuneration had been made to any directors but on looking at note 25 it stated an amount of £75,000 and so he wished to ask if the directors felt this were slightly contradictory?
CP replied to the points by saying that the auditors are happy to sign off the accounts as a going concern because the directors are funding any shortfalls. He denied that the notes in the accounts were contradictory because at the end of the financial year for those particular ones, Gianni Paladini had not been a director. A reply was not really given in respect about the change of auditors.
Seeing as we were being quite rushed through with questions relating to the accounts I then asked for clarity on a couple of quick points within them. Firstly in relation to the stated amount of £945k shown on interest payments, and asked why this amount was showing when the interest on the ABC loan itself is £1m. CP said that it was nothing to be concerned about and that there had been some kind of adjustment. I didn’t really understand what he meant but knowing there were others in the room wishing to speak, I quickly asked for clarity on note 17 in relation to the convertible loans of £950,000.
CP looked rather blankly at me and asked what I meant and so I repeated, some clarity would be appreciated as to what is meant (i.e. money or shares…if shares then I didn’t think there were any more to issue without a further share issue). CP explained that at the end of the period when those loans are due to be paid back, if the money is there then they will be repaid back with cash, if the money is not available then the shares equivalent would be issued to the lender.
Ross Jones, who was in attendance, then asked for a brief explanation as to why any outstanding loans owed/due to ex directors during that period did not appear to be visibly shown and CP responded by saying that they were included in a different part (i.e. not separate).
Whilst talking about loans, CP went on to mention the ABC loan, saying that the interest was 10% on it for 5 years, after 5 years (Spring of next year) there is a break clause, however the clause is not to our benefit because if we cannot find a way out of the loan, then ABC can up the interest should they so wish.
Antonio Caliendo then expressed a wish to speak and with the translation skills of Paolo Mina, we learnt that according to AC, the Board wishes to reach an agreement with ABC before the 5 year period and that they hope to present better results next year in order to hopefully be able to do this.
The shareholders were then asked to vote on the first resolution, which was for the accounts to be passed. With votes already having been accumulated over the weeks in which shareholders that could not attend, along with the votes of the majority shareholders no doubt, the vote in the room for the adopting of the resolutions was always going to be a ‘going through the motions’ type of exercise. As I was there representing the Trust, I abstained from voting but needless to say all resolutions including the passing of the accounts; the re-appointment of Gianni Paladini; and the appointment of Nieman Walters Niman as auditors of the company were all passed. There were a handful or so of shareholders in the room that voted against the appointment of Gianni Paladini.
What did disappoint is that at no stage were any figures given for either the amount in shares, or percentage wise in shareholders, as to the margin by which the resolutions had been passed.
CP then started to speak about the Evening Standard newspaper and began to read extracts from the statements that have recently been published on the club’s official website in response to articles that have been written within the paper. When asked if he were speaking as Chairman of the meeting by a shareholder, CP informed that he was speaking on behalf of Antonio Caliendo. He spent about 10 minutes talking about this, saying how distorted articles on members of the board by the paper had been and that they had to issue an apology and pay costs some time ago. He claimed that the £18m of debt recently mentioned in the paper includes deferred income (from season tickets) and that the paper had failed to mention how the losses were beginning to become less over the years.
He then mentioned that he understood that Raoul Simons from the ES was in attendance (Raoul raised his arm and he was in the same row of seating as me) and that he had gained a proxy to attend by a Nicholas Blackburn. This raised a few eyebrows within the room, though I am not sure if shareholder confidentiality may have been breached by such a disclosure.
The same shareholder at the front of the room disagreed with CP in that the recent article in the ES had been distorted because the debt of £18m mentioned was indeed a correct figure. CP did not deny that the figures were wrong, just that in his opinion, the reporting had been distorted.
At this point HW intervened by stating that he felt that due to the small amount of shares that this particular shareholder held, (and he stated the amount publicly) he thought the chap had had enough of a say in relation to the amount of shares held by him, some others in the room felt this was a disingenuous remark and then Gianni Paladini took the microphone and spoke for the first time since the meeting had begun.
He said that it doesn’t matter whether a person holds 1 share or 2 million. They are all part of QPR. He went on to say that he would like to thank Bill Power and others etc, but then stated that a change was made, the past is past and to look to the future. He then said he would like to thank Mr Ross Jones for his arranging of the £10m loan, which has cost the club £1m a year, but that they would like to try and do what they can for the future.
GP stated that after putting in his money he hadn’t even been allowed “in this room” and said something or other about him being offered £150k from the other two (presumably he meant Messrs Davies and Blackburn) in some form of deal or contract whatever. He mentioned briefly about the rumours of a new ground, and said that when Antonio first had White City mentioned to him he thought it was based in Birmingham or somewhere like that.
Next up to ask a question was Steve Russell of the LSA who pointed out an article from one of today’s local newspapers in which it had been quoted about Franco Zanotti investing/putting further money into the club and asked Mr Zanotti if this were the case? FZ responded by saying that he has already invested, that he is happy with the way things are at the moment, but if there is the need for further investment then it will be done.
Paul Finney of the LSA then got his 3 questions in by asking firstly about Franco’s status as a director of the company because according to the Companies House website he is not registered as a director of the company. CP said that this is now being done and that there had been a delay in sending the forms. Paul then asked for an explanation on the Gino Padula situation and any settlement made; and also asked what Harold Winton had meant when some time ago he had made some comments about ‘dark day’ in relation to past events. HW responded by saying that he had not made such comments (PF refuted this), Harold went on to say that he was disappointed in certain aspects in relation to Bill Power i.e. felt he shouldn’t have sold his shares, disappointed that he doesn’t come to games anymore etc.
Gianni Paladini then went into a lengthy explanation about Gino Padula. He said that he holds his hands up because he got it wrong. Gino had gone to him and asked a favour to help him buy a house in order to help him settle down. Gianni had begged Bill Power, Mark Devlin and Sheila Marson for them to sign a contract (pre) to help him apply for a mortgage. Bill signed the paper and the next thing was a 3-year contract was offered, however 1 month before, things went pear shaped, and Padula went to Forest. Padula’s agent then realised there was a loophole in the QPR offer/pre contract and they claimed breach of contract. So they then paid him off, as a board, GP offered to pay the costs himself but the Board insisted it was a club/collective thing.
A shareholder in front of me pointed out that as Gianni were an ex agent, how could he have not been aware of such a loophole himself in the first place? GP reiterated it was a mistake before going on to say that money doesn’t buy success and that the priority is have to have a team on the pitch playing a good style of football.
Antonio Caliendo then indicated that he would like to speak and it was explained that he has been involved in football for 40 years, he has seen many players that have been bought for huge sums of money 6 months down the line have become worthless, equally he has seen young players that have cost clubs nothing in the past go on to become spectacular players. We were informed that he is pleased with Gary Waddock and the football and hopes with the new mentality that we get to where we want to go.
There then followed an exchange between Ross Jones and Gianni Paladini, which began by RJ responding to GP’s earlier comments about the £10m loan. He stated that GP knew full well the reasons why the loan was taken out, that a letter had been received from the football league about QPR’s need to exit administration or we could be faced with expulsion from the league. He reiterated to GP the content of the letter, and said that he himself (GP) had a copy of that letter but should he need clarification then to ask Tracy Stent of QPR 1st Supporters Trust for a copy of that letter.
*Note – the football league have denied our requests in the past to publish this letter, and its contents, and due to legal reasons we have found ourselves in the frustrating position of being unable to reproduce it.
GP then asked how come there had been fees to Harbottle and Lewis (the club’s ex solicitors) for £1.2m (£40k which had recently been paid to them) and also asked why did we come out of administration with more debt than we left?
RJ went into an explanation of Chris Wright, and how he accepted 50p in the pound, that he could have insisted on the lot but did not; that at the time we were in the old second division and that with less revenue coming in because of being in a lower division, the administrators had to demonstrate to the courts that the company would be a going concern. The ABC loan at that time, due to High Street banks etc. not touching football clubs because of the risk, was the only way out. RJ said he would check for GP in relation to the £150k contract he had mentioned because he knew nothing about that, to which GP then asked him about his £200k loan of which they (the new board) had to pay him back. GP mentioned that there had been not been a written contract but RJ refuted this by saying that in effect it had been a gentleman’s agreement but that all the details had been minuted in a Board meeting prior to him loaning the club the money.
RJ stated that he has attended fans forums, he attended the AGM two years ago to answer any questions and that at the time of us being in administration there were people around that wanted to buy the club for the ground…”the ground only”. He said he is happy to talk anytime about the past but that the future is now what matters and that he has had to put up with a campaign against him, including him being kicked out of the ground for ‘safety reasons’ and along with threats in front of a board room full of Millwall directors that he would be ‘chinned’.
I later on heard that there were a few cheers around where RJ was sitting at the ‘chinned’ remarks though where I was at the frontish of the room, I heard comments of “so this is the Italian way”!
Well, after that exchange, we needed a question to calm the tensions in the room, and thanks to a shareholder behind me, who, after making some humorous remarks about how he hopes the proceedings from the meeting will be factually reported by the ES journalist in the room, raised a question about the amount of midweek games and if we have any rights with the FA/FL regarding such fixtures, i.e. can we refuse to host so many midweekers?
Harold Winton responded by saying that he had in fact tried to find this out himself but then mentioned how in his opinion the FL have it in for QPR because there was an oversight in the amount paid to Watford (they were owed £300) and we were then fined £15,000. Sheila Marson responded by saying that this actually is a regulation by the football league.
The first question on the football side was then raised and it was a question to Gary Waddock about the squad fitness, and if he will be looking to perhaps oust some of the injured players at the end of the season? Gary said that he felt that some of the injuries could have come down to preparation in the pre-season. He was quick to point out that he didn’t mean this as any slight upon anyone else just that if he is given the job on a permanent basis then he will have to make sure that the players are prepared right and that a training programme will be put in place to ensure the fitness of players for the start of the new season.
Joe Hylton then raised the issue of a new ground, citing the Dairy Crest site as a possibility, particularly if it could be funded from the outside. Or if not, then could the capacity of LR be increased?
Antonio Caliendo, via Paolo Mina, went into a lengthy response by saying that the aspiration is there to have a new stadium; that they will never accept an offer for a new ground unless all shareholders agree; that we would stay in this area; and that they will continue to look or improve. He also said that they would like to see a full stadium, rather than a half empty one and believes that Loftus Road deserves at least 5000 more seats. If the deeds of the club can be sorted out then it is certainly an aspiration.
Gary Waddock was then asked by a shareholder if he feels he can hold onto the main bones of the squad i.e. shiteeeeeetu and Cook and laughingly made a comment about signing Dunga. Gary replied by saying how he obviously wants to keep hold of the main spine of our squad and then went on to pay tribute to Ian Holloway and said how he hopes he gets his situation sorted out soon.
A shareholder in front of me then put a question to Carlos Dunga, asking if he could possibly get us players from South America?
With Paolo Mina then deftly switching to translating from Brazilian Portuguese into English for our benefit, we were informed that CD’s aims are not only to bring young players in but also for us to use his experience. It was relayed that he felt that with people talking about £10m they were forgetting that it’s more important how we play. “Ask yourselves what you can all do to help. Bring a friend”.
It was explained that a Euro passport is needed and there is a regulation of 75% in relation to how many games a player from South America participates in re: international matches.
When pressed by a shareholder about what he can actually do for us then, apart from coming over to LR to get rid of the chairman, the response was that he could help with injuries etc. GP then intervened and said “he brought in money to save this club, that’s what he has helped with”.
I became quite frustrated at the “ask yourselves what you can all do to help the club” comments, as GP himself also made similar remarks, - after all everyone present in that room each gives this club of ours their love, support, money, heart, soul, advice and help - but with others wanting to speak I forced myself to keep my arm firmly entrenched in my lap.
Season ticket prices from last year were raised and it was almost like watching proceedings develop from behind a glass panel, i.e. you want to say so much but are prevented from doing so due to the circumstances.
The next question was about Ian Holloway and if the Board see the situation as being open-ended? GP replied by saying that Ian Holloway was the best thing to happen to this club in 5 years but that everything in life finishes. He said he is still on the payroll and that in fact he got a bonus that Gary won for him. He reckons that he’ll have a job in two or three weeks’ time. He stated that they would continue to pay him for however long it takes.
Steve Russell then asked about outstanding bills and mentioned a phone call he had taken from the ex club photographer who was concerned that he had still not been paid what is owed to him by the club. Things got a tad confusing with GP appearing to say they would pay what is owed, and then Antonio Caliendo wished to speak again and a lengthy speech ensued which included the following:
So far the Board have been calm. Like any management there has been change and until 6 months ago they were not aware of any tax payment problems. Then in September 2005 they discovered unpaid bills. In October a payment of £200,000 was made and this has been followed by another £1m (the unpaid tax bill).
There have been various payments and investments made including £1.2m; £1.1m; £1.13m; £1m; and £1.2m. The various monies put in either via loans or from share purchases have amounted to £8m in total. There will also be a personal guarantee from the directors should the necessity arise.
He stated that there were £600,000 worth of legal fees and claimed that if QPR were to spend this figure each year on legal fees then the club might as well close down.
He stated that when people go on about others being owed money to remember the bills that have had to have been paid in recent months.
Harold Winton then finished off by saying that as it was now 4pm the room had to be vacated, he asked the fans to remember that it’s on the pitch that we need to exercise our energies, and urged everyone to get behind the Board.
To summarise
It was certainly the liveliest QPR AGM I have attended. There were some interesting altercations, none less so than the Gianni Paladini – Ross Jones ones. It became apparent that there were many mixed feelings within the room, and whilst some wished to talk about the football, many others wished to remain focused on the main business of the meeting.
The meeting was too rushed, there was the need for a more free flowing type of leadership to grab it by the scruff of the neck at times in order to give as many people the chance to ask questions, and I was disappointed by the setting of the timescale, along with the limit on the number of questions allowed by each person.
After the meeting I took the opportunity to have a quick word with Gianni Paladini and raised the subject of the Trust still awaiting a response to the letter sent to the 4 members of the Board two months ago. We are going to set a date to discuss some of the content properly in the very near future.
Many questions went either unanswered, or there was not enough time to raise them, and so we will be compiling a list of such questions to raise with the Board at the same time.
On the plus side, it was an eventful meeting, it was good to see many familiar faces around the room, and I actually spent the afternoon in the same room as an ex Brazilian international football player. And got the photograph to prove it!
Seriously though, I hope everyone has enjoyed this report from the meeting and if anyone has anything they’d like to ask then don’t hesitate to ask. My thanks to the Board and everyone else involved in the organising of the meeting.
One final point, and this is in relation to the ABC loan, and its terms. It is our understanding that ABC have the right to increase the interest rate after 5 years provided the rate is deemed to be ‘reasonable’. ‘Reasonable’ is then defined as 6% over 3-month Libor (for instance an approx 6% over the base rate). If ABC does increase the rate, then QPR Holdings ltd will have a 3- month period whereby they can repay the loan.
Tracy
