Thoughts from The Plough Lane Bond organisers

This is an update from the organisers of the Plough Lane Bond including reaction to recent developments in finalising the stadium contract: 

As the organisers of the Plough Lane Bond, we are delighted by the success of the scheme (more than £5.2m in investment raised) and we applaud the signing of the final construction contract for our new stadium as announced on the 28th May. We are hugely grateful to the number of fans and kindred supporters who bought bonds or supported and promoted the scheme with huge time commitment and enthusiasm. We have proven yet again what an incredibly unique club we have, what we can achieve when we all work together and how much our ethos of fan ownership means to us and the wider community. 

We also welcome the arrival of Nick Robertson as a minority investor and look forward to his involvement in the next phase of the Wimbledon story. Since the investment was announced, we have been contacted by bondholders asking us for our our views on the minority investment stake. It was, after all, a core tenet of the Bond proposal that our investment would be used to ensure the Dons Trust maintained majority control. And therefore that the fans, as DT members, remain de facto owners of the club. 

Our view is that bringing in minority investors to use the shares left unsold through Seedrs was and is a good idea, keeping that DT 75% threshold of voting control in place. We are therefore entirely supportive of Nick Robertson’s (and other) minority investments which respect and protect our core foundations of fan ownership. We have met Nick Robertson once and we think that fans and members will like his view of the club and his reasons for investing when they hear more about him in due course too. This is structurally irrelevant, but nonetheless reassuring. The structure of the shareholding in AFCW plc means that the control remains with the DT’s voting shares and therefore with its members. This is made clear in the Dons Trust FAQ on the investment, which we urge all fans to read. 

You will remember that when we set out to launch the bond, we had three core aims:

1) Get the stadium built 

2) Maintain fan control 

3) Create the time and space in which to debate and improve our operational structure, ownership, and governance model. 

The successful Bond scheme, which effectively solved the stadium funding shortfall and ensured we remained fan owned, completed the first two steps of those promises. Many Bond investors were explicitly clear that their investment was made on the premise that lessons would be learned from the mistakes made up until November last year, which resulted in some Dons Trust Board members clearly wanting to sell control of our football club.

We all now need to make sure there is momentum in driving an agenda for that change, carrying forward that mandate from Bond investors and members to ensure our club and Trust cannot operate in a way which drives us to the brink again or lose touch with fans and members. 

The challenge now is to ensure that appropriate structure and resources are in place for AFC Wimbledon’s operational and oversight bodies to function effectively, maintaining close communication with fans and members. Make no mistake, we believe there is a huge amount of work left to be done here. We are pushing for this to become a live debate now so that when we vote at the next DTB elections in October, we know what we are voting for and why.

The two main issues are the structure of the various club and Trust entities & boards and the resources available. 

More operating and board resource needs to be in place for the football club as the stadium is finalised and readied for opening and operation (under whatever restrictions or compromises might be in place during or following the COVID-19 pandemic).

We do not believe the football club board is currently best set up for success as things stand and have asked the DTB to provide additional leadership support. We have also asked for clarity over plans for the executive management team for all club business at Plough Lane. 

In terms of the formats and roles of the football club, AFCW plc and Dons Trust boards in the future, we need to know that a new structure will combine improved operations with adequate DT board oversight, on behalf its members. Furthermore the DT board need to be able to provide that oversight, and communicate and consult with DT members, without individual board members being over-stretched and exhausted. Fans need to know that DT board members bring real value to the process of oversight.

Some progress has been made on this, but we take the promises we made to investors seriously and we will continue to agitate for changes to structure and resource to improve how the club and Trust operate. We will continue to work where we can with the club and Trust to achieve this. Working in conjunction with Dave Boyle, former chief executive of Supporters Direct and consultant to community sector enterprises, we submitted some thoughts on potential structural alterations. Some of us also took part in an external consultation process run by an independent body on behalf of the club. We hope this will lead to clear proposals to be presented to Dons Trust members soon. 

As well as immediate concerns around structure, reporting lines and resource, there is potentially a big question for consideration in the short-term around whether, how and if the Trust could or should shift at some point from having 75% ownership to maintaining a simple majority control, eg a 50%+1 set-up, analogous to how most German clubs structured. 

We do not share the view recently expressed by a Board Member on the 9Yrs Podcast that this is necessarily inevitable, the best option at this point, or the only way to keep club funding secure. We would expect there to be a range of views among the fanbase and members about this possibility, with further detailed thoughts and points for discussion following in due course. Any such changes concerning structure would be considered restricted actions under the constitution and need full voting approval from members.

So whilst it’s been an amazing achievement to ensure the club remains in the hands of its fans, we think there is a lot of work left to do to ensure the club and Trust are in the best possible shape once we have all brought the Dons Home. We would like to pay tribute and thanks to the many hours club employees, Dons Trust board members and our own PLB volunteers put in to ensure that the Bond issue was a success, that the stadium will be built without fans losing control and that we all have the time now to make the changes required. 

Finally, we want to add that see so many local volunteers shift so seamlessly from promoting the Bond to becoming the Dons Local Action Group and supporting residents all over South West London during the COVID-19 pandemic has been nothing short of inspirational. 

We welcome any comments on this update below and look forward to participating further in what happens next at our amazing football club. 

We also remind all DT members that the Trust are holding a further online Q&A on Tuesday 9th June at 7:30pm and accepting questions in advance via email.

Graeme Price, Charlie Talbot, Xavier Wiggins and Damian Woodward Plough Lane Bond Organisers.

The Right People in the Right Place at the Right Time.

There have been many moments of significance in our club’s history. Some are blindingly obvious like Dickie Guy’s penalty save 45 years ago this weekend, or winning the FA Cup. Some are remembered with pain and anguish, such as our relegation from the Premier League or of course, the news that the FA’s commission had approved the unthinkable, but in the Dons Trust Board meeting minutes recently published we see a moment which could so easily be overlooked. The moment when 5 of our elected members stood firm in the defence of our club, the Dons Trust, and its future.

On the 16th October there was a joint meeting of the Dons Trust Board, The AFC Wimbledon board, the AFC Wimbledon PLC Board, and the Wider Interests of Football Board. Minutes of the meeting were recently released. Understandably they’re not a comprehensive record of what was said, but there are moments captured in these minutes, which highlight why being trust owned and trust controlled is so important for the future of our club.

The purpose of the meeting is stated as being to decide whether or not we can finally sign the “Joint Contract Tribunal” or JCT. This is essentially the construction contract. Each of the boards needed to pass a resolution agreeing to sign the JCT.

As we all now know, the expected loan that would bridge the £10-11m gap in financing had not been secured, and it’s in this paragraph of the minutes (the first paragraph on page 2) that we see the first mention of “external investment“. The point being made that proceeding with external investment would require a bridging loan. It was here mentioned that the payments on a £10m loan were “tight”. We think that it is important for Dons Trust members to be told what form the “external investment” mentioned here was expected to be – was it debt (lending the club money) or was it equity (buying shares in the club), and what the terms were.

Iain McNay, the chair of AFCW PLC is named as saying that the playing budget was low, and in his opinion would likely lead to relegation. Mark Davis, chair of the Dons Trust Board responded by saying that after paying loan interest and repayments there would be a surplus that could be recycled into the playing budget. We think that it is important for Dons Trust members to have further clarification on the financial outlook, and an opportunity to see the business plan for the club playing at Plough Lane.

Joe Palmer, the Club CEO put forward the fact that the business plan figures were quite conservative. We think that this is good news, as it would be unwise for our club to plan its future on unrealistic assumptions and hope, but it would be wonderful if more detail were made available.

Mark explained that the stadium budget showed we need £11m so we would need to raise additional equity. It would be extremely helpful if this could be clarified. Does this set out an expectation of having to sell more shares in AFCW PLC than has been authorised by Dons Trust Members?

The next section of the minutes is headed “Financing – Equity” and documents what may have been one of the most significant conversations to have taken place for a long time.

Here it was revealed that there was up to £7.5m of equity available from three private individuals, if a deal could be agreed about governance, though according to Ed Leek (a Dons Trust Board member) the equity couldn’t be used until the JCT with Buckingham had been signed. It seems like there was a catch-22 situation, with funds not being available until the JCT was signed, but the boards unable to sign the JCT until the funds were in place.

Iain spoke regarding the clubs achievements but stated clearly his belief that we wouldn’t be able to progress further without money coming in from outside – not just for completing the stadium, but also to support the playing budget. Our club has always operated within its means – the playing budget is financed from the club’s income. To inflate it beyond what is sustainable would be a very risky strategy, it is fundamentally a desire to run the club in an unsustainable way.

Iain went on to suggest bringing high net worth individuals (HNWI) on to one of the boards on the basis that they would also bring invaluable business expertise, and said that we have to change our structure. Iain said that they (presumably the various assembled boards) needed “to produce a plan that would reduce the DT ownership below 75% which would enable shares to be issued to HNWI’s”. It is hard to view this as anything other than a non-elected member of a subsidiary board putting pressure on the Dons Trust Board to relinquish the Dons Trust’s control over the club.

Ivor reported that one of the investors, who he had spent a day with, was more interested in being able to realise their capital (i.e. get their money back) than they were in having control over a football club. There is a really important point to be made here – from the information available it seems like one of the three people we have come to consider as a potential investor may have been satisfied with an offer similar to the current Plough Lane Bond. We hope that this is an option which is now being explored! Amazingly the conversation seems to have remained focused on the idea of selling shares in the club. Mark and Ed were tasked with working out the details. The minutes indicate that “Strong guidance” was given to “protect the club’s existing fan ownership model“.

It was agreed that the issue would need to be presented to Dons Trust members. Five members of the Dons Trust Board: Luke, Jane, Rob, Hannah, and Cormac stood firm against the idea that the DTB should recommend selling control of our club .
It is impossible to know with certainty what might have come about if these 5 Dons Trust Board members hadn’t kept this view. It seems that they were the minority in the room on the night and there may have been significant pressure on them to not complicate matters, but by maintaining their stance we believe that they protected the interests of Dons Trust Members brilliantly, and this deserves to be recognised by us all.

There’s a lot to digest from these meeting minutes, and we plan to compile a list of questions for the Dons Trust Board, AFCW PLC Board, and Football Club Board, but for now we take our collective hat off to the Famous Five.

Minutes to go, AGM to come.

The past week has rightly been dominated by the enthusiastic and successful launch of the Plough Lane Bond, but in and amongst the push to raise the funding required to complete our new home it is important for Dons Trust members to take a look at the Dons Trust Board meeting minutes which were recently published.

The two documents released cover the DTB meetings which took place on 16th October and 27th November. For those of us keen to understand the decision-making processes in the last three months, the publication of these minutes goes some way to filling in the gaps, but they also raise some important questions and concerns which we, as Dons Trust members need to be aware of and ready to discuss.

We are preparing some observations and comments on the published minutes which will hopefully provide DT members with some additional food for thought, but in the mean time would recommend all Dons Trust members read them carefully for themselves.

More immediately, on Wednesday 29th January we have the Dons Trust AGM. This was originally scheduled for the 9th of December and despite the rather procedural appearance of the resolutions on the agenda, the decisions made at that meeting could have a significant influence on the direction in which our club goes.

There are 5 resolutions, three of which need to be carefully considered:

Resolution 1: To approve the Society’s annual report and accounts for the year ended 30 June 2019, subject to final clearance having been obtained from the auditors.

We encourage all Dons Trust members to vote against this motion. Our rules rightly require that members are presented with reports from the board on the position of the affairs of the society and any subsidiary (the companies which run club and own the stadium). A draft version of the Dons Trust accounts has been released, but the club accounts have not. It seems we are being asked to approve and accept documents that we have neither seen nor had the opportunity to question, something that is particularly worrying when talk of a £1m annual loss has been used in an attempt to justify selling control of our club. We don’t see that rejecting this resolution would have any direct consequence, but in principle it is inappropriate for the members to be asked to approve articles which have not yet been finalised, and with incomplete information.

Resolution 3: That the Dons Trust Board should be authorised to cast the Dons Trust’s vote at this year’s AGM of AFCW PLC in favour of approving AFCW PLC’s accounts and the reports of the directors and auditors for the year ended 30 June 2020.

Similarly with Resolution 1, the Dons Trust Board is asking us for the authority to use the Dons Trust majority votes in AFCW PLC in approving accounts and director reports which we have not been permitted to see. That we are being asked to make this approval on trust is, given the events of the last three months, astounding and goes against the principles set out in our rules. We should not be asked to approve of things that we haven’t had time to see, think about, and discuss.

Resolution 5: That the Dons Trust Board should be authorised to cast the Dons Trust’s vote at this year’s AGM of AFCW PLC in favour of re-electing Michael Buckley, Anna Kingsley, Jane Lonsdale, Edward Leek and Joseph Palmer following their co-option to the board since the last AGM.

Dons Trust members are being asked to approve appointments to the board of AFCW PLC. In the past DT members might have been forgiven for thinking that the PLC board was not particularly significant, sitting as it does, in-between the Dons Trust board and the football club board, and only really existing as a byproduct of us wanting to enable minority shareholdings to raise money to purchase Kingsmeadow. A reading of the recent meeting minutes however, demonstrates that members of the PLC board are in a position where they represent our club, and feel empowered to try and influence the direction in which it goes. This means that those who are on the PLC board need to be fully committed to the idea that the Dons Trust retains a majority shareholding and majority control over the club, until such time as Dons Trust members decide otherwise.

We therefore call upon those named in the resolution, and all other AFCW PLC board members to publicly state their position on whether or not they personally believe that the Dons Trust should retain majority ownership and control of the club, to outline any actual or potential conflicts of interest that they may have, and to cease and desist from all contact with potential investors, their agents or representatives. If they feel that they cannot meet this requirement, we respectfully request that they tender their resignation.

What’s more, and it seems ridiculous to be having to say this, but we believe that all appointed or elected members of all the boards which govern and oversee our club should consider whether they are able to properly and fully support the primary aim and purpose of the Dons Trust, i.e. to own and control our football club. If they feel that they cannot commit wholeheartedly to this then they ought to consider their position, and at the very least ensure that the functions and duties they carry out in no way undermine that fundamental objective.

If you are unable to attend the AGM then we would encourage DT members to submit a proxy vote. These can be sent by email to secretary@thedonstrust.org, as long as they arrive by 5pm on Tuesday 28th January.

For those who wish to send a proxy form by email without the hassle of printing, scanning and sending it, we are pleased to make a version available here which you should be able to save to your computer, complete, and then attach to an email. Press the “lock” button to fix your selection, if you make a mistake just download the file again! Once again, we recommend voting NO to resolutions 1, 3, and 5.

Bond, We’ve Been Expecting You

The Plough Lane Bond has been launched!

This supporters’ initiative now being operating by the Dons Trust offers the very best possible vehicle for funding the development of Plough Lane and retaining control of the club we have ploughed so much time, money and effort into, since reforming Wimbledon in 2002.

Tangible progress is being made on the fantastic main stand. Wimbledon supporters can see how close we are to achieving the goal of returning to Plough Lane as a trust-owned football club. The whys and wherefores of accepting outside investment have been debated at length elsewhere. But the incredible efforts of Wimbledon supporters from Finance and Investment backgrounds has offered a concrete alternative to selling the football club. The Bond gives supporters and the wider community a chance to lend funds and continue progress on the stadium. It also opens up other credible avenues of financing the build which don’t involve selling control at a knockdown price.

So why is the Plough Lane Bond different to Seedrs?

To raise £2.4 Million via crowdfunding platform was a good effort for a single venture. However when compared to some other examples of crowdfunding by comparable clubs (FC United of the Northern Premier League raised over £2 Million from Community Shares) it could be argued that things were left a little late and the message a little confused for Seedrs to be the only investment ask of a constituency of football fans in one of the wealthiest quarters of one of the wealthiest cities on the planet.

Surveys prior to launch of the Plough Lane Bond indicated strong support and pledges of over £3.5 million, which would make a major contribution to continuing the build whilst requiring absolutely no further dilution of the Trust’s ownership of the club.

Seedrs involved the club selling equity i.e. shares in the ownership of the organization. With shares come rights and individuals or groups with the most shares have the greatest say over how the organization is run. A Bond is in effect a loan. An organization selling or ‘issuing’ bonds is borrowing money for a fixed period of time, usually with an agreement to repay a fixed amount of interest either over that period of time, or at the end when the Bond matures. Crucially, as well as the interest payment the borrower repays the loaned amount at maturity too. Because they have agreed to do this, the borrower offers no voting rights to the holder of any bonds.

For most Small/Medium Enterprises Debt (Bond) Financing is seen as a much cheaper and more attractive avenue for growing their business. Selling Equity is expensive and involves bringing in new partners who may not share their vision and ultimately intend to acquire the business outright. There are valid questions to be asked as to why the Dons Trust and club waited so long after planning approval to launch any crowdfunding and focused initially only the the Seedrs offering, but they can wait for another day. It should also be noted that all the investments in Seedrs remain vital to the stadium construction and that all the Seedrs investors continue to have an equity stake in the club’s future and can benefit from its future growth and success.

Right now issuing Bonds to raise further stadium finance should be an attractive proposition to both Wimbledon supporters and the wider community. Savings interest rates on the high-street are close to an all time low. Most regular savings accounts and Cash ISAs are offering below 1% interest, which the Plough Lane Bond offers to beat. So anyone who wasn’t keen on supporting the club by handing over their money for a minority share via Seedrs may well feel more open to the bond route, which means after a fixed period, they should get their money back plus reasonable interest. From talking to fellow fans at games, it also seems quite likely that some people who took out smaller Seedrs investments are keen to invest larger sums in the Bond as well.

As with any decision to spend or save money, a degree of risk is involved and diligence is required by anyone looking to take advantage of the Plough Lane Bond. The Bond is unsecured but any potential investor should of course read all the conditions in full before making a purchase.

The simple beauty of the Plough Lane Bond though is that whether you have a small amount of savings to spare or a large lump sum, whatever you contribute no-one gets more rights to own the club and it will be a massive step towards Wimbledon walking out at Plough Lane once more. It’s Time We Had a Home Game.

We Are Wimbledon

Bring The Dons Home

Back To Plough Lane

2020 Vision

A Merry Christmas to all Wimbledon fans and Dons Trust members, with a special thank you to everyone who has taken part in the fans’ survey already.  

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We are delighted to say that excellent progress has been made with regard to funding options for Plough Lane that we believe and hope will enable the Dons Trust to maintain control of the club and to keep the fan-owned ethos of our football club intact. 

Broadly speaking this splits into two halves – which will be combined to provide the £11m of funding required. The first half will come from the Plough Lane Bond, with the remainder provided from commercial and institutional lending. To provide the latter we have been working on extending the funding sourcing committee to explore a variety of funding options and draw more widely from Wimbledon fans and colleagues who work in different sectors of finance. We are extremely grateful to the many people who have provided their time and expertise so readily in the run-up to Christmas to make such good progress.

First, the Plough Lane Bond will be launched in the New Year. We have been working closely with the Dons Trust and the club and are currently making good progress on the legal framework and administration requirements. 

So far more than £3.5 million has been pledged, at an average interest rate of below 2%,with over a quarter of applications offering to provide loans at zero interest. These responses are fantastic news as the more than can be borrowed for the Bond at lower rates from fans and individuals, the better the deals the club will be able to secure for commercial and other lending options to make up the remainder of the £11m required. 

Exact details of the Bond will follow but for now we would urge any fans who have not yet done so to participate in the survey and to circulate it to anyone else who might be interested. And for people who have already answered – we hope to be in a position to finalise paperwork and require transfer of funds soon in January 2020. 

With regard to the other half of the funding, after meetings with the club, stadium funding group and discussions with further finance professionals among the fanbase, we are confident that short and medium term funding routes are available to provide more affordable options to facilitate the stadium construction. It will then be further possible shortly afterwards to look at refinancing routes so that repayment rates fit within the parameters of the club’s business plan for operating Plough Lane. 

Clearly this is a very fluid situation, but meetings before Christmas have opened up some new possibilities and made progress in approaches in areas of the market that had not been previously exhausted. Several fans and finance professionals have contributed to this process already and are continuing to do so. We remain delighted to set up more conversations with anyone else from a commercial or institutional finance and funding background. 

ploughlanebond

Meanwhile, the updated agreement with Buckingham, as discussed by Mark Davis and reported by the press means that work on the site will be continuing on track for autumn completion. This should gives us enough time to process bond and commercial financing to ensure everything is in place before final paperwork and proof of funding is required at the end of February. 

We would also note that it’s been very clear throughout our surveys and discussions that there is an appetite among large sections of the fanbase and membership to pursue models which allow for minority investment in the future. We believe that once this immediate funding issue has been resolved, debates and consideration can and should take place to explore and choose club and Trust models that allow for outside investment without losing the core principle of being fan-owned and controlled. 

There is a lot of work left to do but after a productive few weeks since the issues around funding were made apparent, we are confident solutions can and will be found. We believe that 2020 should see the completion of another amazing chapter in our club’s story as we finally Bring the Dons Home. 

Happy New Year. 

The financial case for fan ownership

There’s been a lot of stuff on social media and podcasts over the last few weeks suggesting that the issues we’re currently facing with regard to the financing of the new stadium are proof that our fan ownership model is no longer fit for purpose and that it can’t take us any further.

Those voices have intensified in the week since the Dons Trust’s SGM on December 9th, when former Chief Executive Erik Samuelson stood up and said that we’re losing £1m a year under our current operating model. He was swiftly followed by Iain McNay, a director of AFC Wimbledon plc, who gave a speech claiming that fan ownership wasn’t working at Wimbledon, was being ditched by all other clubs around the country and that it would inevitably end up with us back in non-League. The £1m per annum loss figure has since been quoted widely on social media as a reason why we need to sell out to the three unnamed investors. 

I’d like to challenge those viewpoints.

The seven sets of AFC Wimbledon PLC accounts published since we got back into the Football League in 2011 show that in the seven seasons from 2011/12 to 2017/18 we made total losses of just £1.8m (or £250,000 per year). Moreover, £1.1m of that total was an exceptional one off payment made to Kingstonian in 2016/17 in order to end their tenancy agreement at Kingsmeadow. That actually makes our “business as usual” losses an average of just £100,000 per year during a period in which we initially sustained League Two football and then got promoted to League One. All of which took place at a sub-5,000 capacity stadium with few revenue generating facilities.

Moving up to League One football in 2016/17 has definitely put a much greater strain on the ability of the club to break even. Staff costs in 2017/18 were £3.79m, an increase of £1.2m in the corresponding amount for our League Two promotion campaign in 2015/16. However, turnover did increase by £1m over the same period, despite the limitations of Kingsmeadow.

Those results also need to be placed in the context of us trying to deliver the new stadium, and the associated one off payments that we’ve incurred over and above the payment to Kingstonian. These were clearly set out in the published 2017/18 accounts:

“Turning to our day-to-day finances, the underlying result was an operating loss of just under £500,000, a figure which includes expenditure on preparations for the new stadium. In the year this expenditure amounted to just over £200,000, made up of employment costs and investment in systems as we gear up for a much bigger operation, repairs that were required as part of the sale of the stadium to Chelsea FC, and sundry other items”.

All of the above evidence shows that our current model is a strength not a weakness. In fact, it’s precisely that argument that was made by Erik in his Group Strategic Report section of the 2017/18 accounts:

“Were it not for this expenditure (the expenditure on the new ground), we would have a deficit on our profit and loss account of less than £200,000 in achieving League One status. To put it another way, for a fans-owned, self-funded club to be on the verge of moving into a new stadium, having climbed from the base of the football pyramid to League One, all in a financially sustainable way, is something to be celebrated”.

So what’s changed in Erik’s mind for him to now be saying that we’re losing a million pounds a year under our current model. We can only presume that the soon to be released 2018/19 accounts will show that a seven figure loss. However, note this line from Erik at the end of the 2017/18 accounts:

“expenditure on preparations for the new stadium will accelerate in FY 2018/19”.

The AGM will give us the opportunity to review the 2018/19 accounts in detail, but that line suggests that – as for both 2016/17 and 2017/18 – our sound day-to-day finances are going to be impacted by one off spending associated with our new stadium. A project that’s specifically designed to strengthen those already sound day-to-day finances. Again, here’s Erik, this time in the South London Press in March 2018:

“We will be able to accommodate more people and confidently expect crowds to be up by 50 per cent. The experience of other clubs has been that, ours will probably go higher but we budget 50 per cent because that’s the prudent level. But we will also be able to generate from non-football activities, which we can’t do at Kingsmeadow. The bars there are fine but they are basic. We will be able to have a sit down meal for 500 people in the functions area. There will be the ability to hold large weddings, conferences, banquets and even wakes. It will be fantastic. We will be able to generate a substantial amount of income which isn’t realistic at the moment.”

Yes, there’s no getting away from the fact that the major funding gap threatens those new revenue generating opportunities. But that makes it even more imperative that we focus solely on resolving what is a one off funding gap for an infrastructure project that will allow us to become even more self-sustaining.

The solution to that issue isn’t getting rid of an operating model that has served us so well over the years and which has ensured that we grow steadily and prudently. The reality is that by doing that we lose all control of club expenditure and responsible ownership. That in turn exposes us to overreliance on an individual owner (however good their initial intentions are), unserviceable debt, owners passing on debt and rogue owners. If you’re still not convinced by that argument, have a look at the realities of non-fan ownership amongst some of our Football League competitors in recent years.

Bradford CityAnnual losses of £2m in both 2016/17 and 2017/18.
Bristol Rovers£3m losses (£65k a week) for both the 2016/17 and 2017/18 seasons. Currently up for sale.  https://www.bristolpost.co.uk/sport/football/football-news/bristol-rovers-accounts-show-club-2926531
Doncaster RoversThe club lost over £2m in both the 2015/16 and 2016/17 seasons.
Fleetwood TownLost £2.2m in 2017/18. They made a profit of £4.48m the year before, but that was due to a £7m cash injection from the owner. https://www.blackpoolgazette.co.uk/sport/football/fleetwood-town-fc/2m-loss-in-latest-fleetwood-town-accounts-1-9127456
FranchiseLosses before taxation of £1.74m in 2016/17 and £4.48m in 2017/18.
Oxford United2017/18 was the sixth time in seven seasons the club has been in the red – five of which have been more than £1m. And they don’t own their ground.  https://www.oxfordmail.co.uk/sport/17545517.football-finance-expert-gives-verdict-oxford-united-accounts/
Peterborough UnitedOverall losses of £3.5m for the period 2014/15-2016/17. As at end June 2017, they owed their owner – Darragh MacAnthony – over £6m in loans. https://www.peterboroughtoday.co.uk/sport/football/posh/latest-news-peterborough-united-lose-close-to-1-4-million-but-there-s-a-big-improvement-in-some-areas-1-8271221
Rotherham UnitedChairman Tony Stewart had to put £2 million of extra money into Rotherham United during 2017/18 by raising the sponsorship contribution of his company from £1m to £3m. The club made a pre-tax loss of £510,000 in 2017/18, compared to more than £1.2m in 2016/17. https://www.rotherhamadvertiser.co.uk/sport/view,rotherham-united-unveil-club-accounts-for-201718_30900.htm
Southend UnitedOperating loss of £2.98m in 2017/18 and £2.1m in 2016/17. Have been the recipient of two winding up orders so far this year.
Coventry CityOwned by a hedge fund which specialises in taking over distressed companies. Operating losses of £1.6m in 2017/18 and £1.1m in 2016/17. As at end 2017/18, owed £16m to owners SISU. Currently playing home fixtures at Birmingham City. https://www.coventrytelegraph.net/news/coventry-news/coventry-city-accounts-ricoh-row-15917064

What is “The next level” and how do we get there?

Amongst Dons fans some of the current discussion about stadium financing has led to talk about whether-or-not taking on external investment would help us to “get to the next level”.

That phrase will probably mean different things to different people, but it’s generally about being a “bigger club”. Other than the stadium, that could mean the number of supporters, and of course the league position.

We think having that discussion as fans and owners of our club means we should consider properly the way football club finances actually operate. That way we can make good decisions about where we might get that money from if “the next level” is something we want to achieve.

Expenses

The expenses of a football club generally fall into one of two buckets, either buying something permanent (anything from a snack bar to a football stadium) or things that you need to keep buying or paying for again and again, such as staff (including players), electricity, and footballs.

Income

The income of a football club can also be put into two buckets. There are the regular income sources such as ticket sales, drinks,  burgers, pies, events at the stadium, sponsorship, and any ‘central’ income from the EFL (broadcasting deal etc). Then there is one-off income: a cup run, a player being sold, a large donation to the club (the annual donation option as part of season ticket renewal), borrowing money such as a bank loan, or when someone makes a financial investment in the business in return for a share of ownership.

Sustainability

I suspect we all agree that the first duty of any football club is to continue to exist for the community it represents. As Wimbledon supporters we know that financial arrangements which could be described as ‘unsustainable’ can put the continued existence of a club at serious risk, and we’ve experienced the most extreme consequence possible. Supporters of many other clubs have of course experienced similar problems, so much so that very substantial numbers of football clubs are now operating on an unsustainable financial basis. Just look back to the loss of Bury, and near loss of Bolton Wanderers this year. It is common knowledge that this is true even of Premier League clubs, and especially those in the Championship.

As a general rule, financial security lies in using regular income to pay for regular expenses, and using one-off income to pay for one-off expenses (though in the case of repaying a mortgage, bond, or some other borrowed income, it may be that it actually generates ongoing smaller expenses in the form of repayments).

Ideally, when a club commits money towards one-off expenses on infrastructure, it will help to build the club in such a way that the regular income grows, which in turn means that the regular expenses can increase.

The big trap that it is easy to fall into is when regular expenses are paid for by one-off income. Because it is one-off income, inevitably and before too long, the money is all used up, and a second ‘one-off’ source of money is needed. Before long a vicious cycle has begun in which repeated sources of ‘one-off’ income are required to keep meeting the expenses.

Loans are often the one-off income of choice, whether from shareholders or other financial institutions. These can be secured on the ‘physical’ assets such as the stadium or training ground (though as part of ‘Financial Fair Play’ the rules (FFP) the potential for  this is more complex), or the stadium itself might be transferred into a different company. The problem is that club ends up either with debt hanging around its neck that means regular income is spent servicing it, attention turned to how to get more income in to pay that debt, and very little attention given to how or why the club got there or how it can walk back from it. That’s the essence of what’s happened to clubs over the last twenty years, and which most recently happened to Bolton Wanderers and, most tragically, Bury, this year.

So how do we reach the next level?

We’re assuming that now It’s pretty obvious to everyone reading, that regular costs should be financed from regular income, and not from one-off income. So the obvious way for us to be able to increase the playing budget is to increase matchday income and finding ways to earn additional money from the facilities we have (some call this ‘sweating the asset’). This is done by having more ways in which supporters and other users of the stadium on non matchdays can spend their money. This might be by increasing the number of supporters who are able to attend matches (expand the stadium), other commercial income through sponsorship, and corporate facilities; on a non-matchday it might be use of conference facilities and bars for functions. We can see why growing our football club requires a stadium that is larger than Kingsmeadow can ever be.

The new stadium at Plough Lane is a critical component of our strategy for growing the club, but The Dons Trust Board has recently notified us of a critical stumbling block in the plan: An £11 million funding gap in the construction of the new stadium.

Reasonably enough, the Dons Trust Board originally expected to fill this one-off expense with some one-off income in the form of a single large bank loan, but for one reason or another it hasn’t yet been possible to secure a sufficiently large sum. The construction contract needs to be signed, but we do not yet have the finances in place.

Do we need external investment?

The specific details remain undisclosed (a problem in itself), but at some point the Dons Trust Board entered into discussion with a group of individuals who are potentially interested in investing a sum of money into the club in return for shares in AFC Wimbledon PLC (the company that owns the club and the stadium, and which is currently controlled by The Dons Trust). From one perspective this sounds like it could be an ideal solution to the problem. But as you might expect, the devil is in the detail.

One of the details is that the primary ‘safeguard’ that we put in place to ensure we could protect AFC Wimbledon’s existence is now under threat. We ensured that we as fans and owners maintained ultimate control over who could become involved in the club through a set of what are called ‘”restricted actions”. One of these is designed to prevent the issuing of additional shares in AFC Wimbledon PLC without the very firm consent of Dons Trust members. The individuals concerned have said that this protection must be removed if they are to commit to any deal, Also very importantly, it is also understood that they wish decisions over future share issues not to involve the membership being involved in any decision over issuing shares, but instead the football club board to be able to decide. Why’s that important? Because they would themselves be in control of precisely half of the board, and The Dons Trust, the other half. Even if though The Dons Trust would for the moment, own a majority of the shares in AFC Wimbledon PLC.

It seems unlikely that anyone would have this sort of requirement if they had no intention of ever using it.

So, we are being asked to change our rules so that future decisions we might not agree with can be made without our consent, or ability to oppose them if we wanted. Should additional shares ever be issued, The Dons Trust would only be able to maintain its level of ownership by purchasing the majority of them – which would mean finding the money. This would become increasingly difficult, since the influence The Dons Trust currently has, would inevitably dilute. With less influence, means less profile, and less profile means it becomes very difficult to find ways of generating money to purchase things like shares.

As the percentage of shares owned by The Dons Trust reduced, it’s just a fact of life that our ability to maintain influence – let alone actual control over the direction and ethos AFC Wimbledon – would be lost. From that point, it’s very hard to see how it recovers that influence.

Can good owners go bad?

If mounting debt as we’ve described, is one of the risks that threatens the continued existence of a football club, another is that of an owner who sees the club as an opportunity to make themselves a substantial amount of money. If we allow external investors in under the circumstances we’ve described above, we must be mindful of one thing: as sure night follows day, eventually the investors would be replaced. Their shares would be invariably be sold on to someone else – even inherited by another individual or institution (a company or another organisation).

For this reason alone we can say that the identity of the current potential investors starts to become less relevant, and the actual decision we’re making and what it means, the important factor. We can’t predict where that ends up, but what we do know is that decisions like that can only be made once.

One thing we should all be clear about is this: Whilst the sustainable route to improving the playing budget, and so taking Wimbledon to the next level is by completing the construction of our new stadium at Plough Lane, the way we do it matters. A lot.

If we achieve it at the cost of losing the right to control our destiny as a club, we inevitably put everything that we have built up over the last 17 years into to the hands of other people, and those people will never need to be directly answerable to you and me again. Think about that.

About Last Night

“We lose control, day one”

Meeting Summary from the Dons Trust SGM, Monday 9th December. 

Background

Yesterday’s frank, constructive and well-attended Dons Trust SGM provided more information into the public domain about the proposal to sell a significant part of AFCW PLC (the company through which the Dons Trust exercises majority control of Wimbledon’s football club and its assets).

To recap, on 25 November 2019 the Dons Trust board announced an £11m funding gap for the first phase build (9k approx capacity) of the new stadium at Plough Lane, and four options to address it. These were described as:

1 – “hang on and hope for the best” – try to fund the gap by continuing with, as yet unsuccessful, attempts to obtain a loan or loans.

2 – “further round of crowd funding” – run a further attempt to raise money from the community and supporter base.

3 – “donations” – to try to attract one-off donations from the community and supporter base.

4 – “external investment” – to fund some, but potentially not all, of the gap by selling off part of the football club.

 

“Option 4” External Investment Details

Understandably much of the meeting focused on Option 4, and its pivotal nature when it comes to Wimbledon’s status as a football club owned and controlled by its members.

It was clear from the meeting that the proposal on the table was to sell 30% of the club now and give up a number of rights in return for £7.5m going into club coffers 

It would also mean the Dons Trust, and therefore Dons Trust members, giving up the right to control the football club, immediately. Two reasons were given for this:

1 – the “buyers” insist having the same number of board seats as the Dons Trust, and that the Dons Trust is in a minority on the board.

2 – the “buyers” insist that the Dons Trust must give up its right to decide when and how any further shares are created and sold. 

The chair of the Dons Trust board, in his presentation, admitted, “We may lose majority ownership sooner or later.” But the reality is that effective control would be given up immediately. And Dons Trust ownership probably would be diluted over time.

It was also confirmed that the proceeds from selling 30% of the club and giving up control would not cover all of the stadium funding gap. This means that Option 4 is not a satisfactory solution for either closing the stadium funding gap or ensuring the club’s continuing status as a community owned asset.

 

“Crown Jewels” and Covenants

There were discussions about the so-called “Crown Jewels” lock but as yet this has not been given any formal legal status, nor was it clear any such veto would be legally binding. Ed Leek suggested they had lawyers working on the potential details of a deal with these buyers. Currently there would be no equivalent covenant on the ground similar to that which was on the old Plough Lane stadium (and which the owners of Wimbledon FC found a way around). 

 

Timing Issue

The meeting also confirmed that the timeframe for providing Buckingham with a guarantee of funds or further instruction that would enable work to continue without delay could run into February. Any delay or pause in construction (and subsequent restarting) would incur additional costs. 

There was a brief discussion as to whether a sale to any buyers would be presented as a restricted action in itself or whether instead a motion to abolish restricted actions would be brought, which would itself be a restricted action. In either case, a restricted action would require in the first instance a vote to be passed with a 75% majority on a turnout above 50% (and the number of the total possible electorate in favour being over 40%), and then a subsequent second vote. 

 

Other Options

It was also clear in the meeting that there remain other options for raising funding to address the shortfall. Some of them matched those we raised in our discussion piece yesterday: https://wimbledonway.home.blog/2019/12/09/dons-trust-financing-options-for-plough-lane/

While conversations are ongoing with Merton, the DT chair and club CEO suggested that Merton council itself was not currently interested in providing funding through the Public Works Loan Board. The finance group could contact other local authorities however and has not yet done so.

Stadium sale-and-leaseback schemes are still being pursued, as are debentures and long-term ticket schemes. 

The club had previously been using only a sole broker on an exclusive basis to negotiate with potential lenders. That period of exclusivity has now ended so in theory the club could use more brokers to widen its discussions. The DT Chair did say that since the serious nature of the shortfall had been made clear to fans a fortnight earlier, some other options had been brought to the finance group and he was encouraged from the floor to ensure consultations with any fans or well-wishers with relevant expertise were expedited. 

There was significant support in the room for a new bond issue, aimed primarily at fans but also other investors who would receive a return of approx 2-3%. Indicatively a number of people suggested support of £3k each and upwards and one member reminded the board that a previous bond issue saw one individual buy-in for as much as £100k. It therefore seemed the mood of the floor that the finance group should progress this idea as quickly as possible as all other avenues of funding are improved if the overall shortfall gap is smaller.

It was also clear in the debate that whilst the Dons Trust Board Chair considers the Seedrs crowdfunding to have been clear in its messaging and urgency and to have achieved close to the maximum amount raised possible, this view was not shared by everyone in the room. 

There was appetite therefore for the Dons Trust Board spending more time on combining what it had termed option 1 (keep going as we are) and option 2 (more “crowdfunding”) i.e. pursing a range of debt financing options including an appeal to the fanbase and private investors, alongside continuing discussions with commercial lenders and other debt providers. 

 

Conclusions 

 The meeting was held in a respectful and polite manner despite the range of opinions and views presented and we hope this spirit of collaboration and respect will remain the default setting as all parties work together to provide solutions. 

The indicative vote suggested that of those present fewer than 40% would support the idea of outside investment as currently suggested on the information available. 

It was also very clear that a majority of members in the room and several of the Trust Board would like to feel that everything possible is explored for other avenues of funding before external investment is required. It does not feel yet like those avenues have been fully explored or exhausted. This is something we now urge the Trust Board to proceed with in an open and transparent fashion and we look forward to working with them to achieve this. There remain significant amounts of support, help and resource the Dons Trust Board, football club and finance group can access and resource from within the membership base.