Author: thewimbledonway

The Purpose Foundation & Dons Trust Accountability within a New Future-proof Structure

By Dave Boyle, with input from Graeme Price, Charlie Talbot, Damian Woodward & Xavier Wiggins.

A) Initial Thoughts

The benefits of being fan-owned are long-term. 

The purported benefits of significant cash injections are short-term. Football, especially in the second tier and upper echelons of the third tier, has normalised clubs spending way beyond their means, with the rewards accruing to those who can pull this off with the most aplomb. 

This creates a disconnect in fan discussions around this subject. In the short term it can result in a largely negative perception that fan-ownership is largely what is holding the club back, eg losing out in signing a player, or being out-bid on a player’s wages by a rival prepared to spend more money now. On the other hand, the benefits of club ownership over a long-term basis offer a more distant sense of satisfaction and long term stability. 

B) German Lessons – why can’t we just copy them?

The 50%+1 model prevalent in Germany is consistently cited as an ‘ideal’ position on which to settle. It balances the long-term fan ownership for current and future generations, but also allows commercial/private influence to augment the club’s finances.

It is hard to overstate the central importance of the fact that the Bundesliga rule is a rule. It is enforced by the league and breaching it carries significant penalties – this means no-one breaches it.

This in turn creates a level playing field which means since no club is stealing a march on you by selling equity, you don’t have to match them. Furthermore, since no club can sell equity, each club must acquire funding from third parties on the basis of those parties’ funding being treated as revenue, not capital. 

Since we don’t have that rule in English football or English law, if we simply vote to allow the trust to move to a 50%+1 ownership rather than 75% it will simply move similar debates to the ones we are currently having to a new battleground. Namely, from those prepared to chase immediate success on the pitch right now above all else, there will be a clamour for more investment through any means necessary, even if it means dropping the ownership percentage down further. Since the minority shareholders will have more ability to try to force changes through any PLC votes, eventually this debate will be be lost (or won, depending on your preference) and the club will cease to be fan owned. 

Furthermore, in doing this, the individuals who have provided the money will have bought a long-term asset – equity in the plc – when we simply needed short and medium-term money. We sold a one-off for something we need every year. This need to repeat also creates a further pressure to have to keep on selling equity.

But could we achieve something like this in our own way?

C) Systemic alterations

We contend that any system at AFCW that sought to guarantee the majority ownership of fans/the DT would be worthless unless it was genuinely beyond debate that this could be changed. In other words, even if fans of a German club want a magic oligarch to come in and buy their club, there is no way it can happen. The strongest weapon in the hands of would-be club purchasers – the biddability of the club’s fans – is taken off the table as a weapon. 

Taking sale of shares off the table removes the ‘easy’ way out for the plc and Trust to fudge the issue of how to generate value, as any board can always go to the cupboard, have a rummage and find some shares to pass over. We saw this with our own board with regard to the funding shortfall in late 2019 – selling control was presented as the only sensible way out (a unique solution to a unique problem, if you will). 

Indeed it is precisely this inability to “sell out” which makes German clubs comparatively more commercial, more aggressive and more innovative. So, taking the shares off the table preserves something the majority want, whilst also making the club leaner and hungrier and more innovative. 

D) How could we do this?

Clearly, the FA or respective leagues we play in will not perform the same role that the Bundesliga performs. So any mechanism to put the sale of the club’s shares beyond use must be found in the corporate structure, rather than the operating environment of English football.

E) The Purpose Foundation

The Purpose Foundation is an organisation based in Berlin with a brief to promote and support ‘steward ownership’. This is broadly defined as the ownership of an enterprise in the interests of the longer-term interests of its core stakeholders, usually employees. Some employee-owned firms have determined that if the immediate financial interests of employees can be served through accepting an offer for a company, then the company can and should be sold, regardless of the impact on the future employment conditions of those employees. The short-term interests of the employees trump their longer-term interests.

The Purpose Foundation has therefore created a Trust based in Switzerland which has a single mandate: to always act in defence of the continuation of steward ownership in any company in which it has been given rights. 

Steward-owned enterprises create a separate class of shareholding which acquires certain rights over the company’s constitutional and governance arrangements. It operates as a silent party, taking no active role save that at any general meeting, should a proposal seek to dilute or otherwise reduce the steward ownership of the company, it will vote against it.

The board of the Purpose Foundation is elected from members of the Foundation who comprise the various organisations who have consented to have the Foundation operate in it. 

F) AFCW and the Purpose Foundation

The Purpose Foundation would be issued shares in AFCW Plc which gave it rights to block any issue of equity beyond a number that preserved the DT at 50%+1 of voting power, and block any transfer of shares from the DT to another body. 

We then need to decide how to preserve or adapt the DT’s role and the question of how to ensure the ability of fans to be involved in certain decisions through the DT or Purpose Foundation oversight committee. 

G) Existing share classes and minority stakes

A shift in structure utilising the steward ownership of the Purpose Foundation would also enable the club and Trust to address some of the confusion arising from the two classes of shares available in AFCW plc currently. Currently there are shares with three votes attached and others that grant only a single vote: clearly the three vote shares are more valuable although not on a linear basis. The Purpose Foundation would potentially allow us to also tidy up this mess and confusion: any voting equalisation could sit outside the holding of the Foundation.

Thus far many of the current Dons Trust Board appear relaxed about diluting the DT shareholding in AFCW plc below 75% (though most want to keep it over 50%) but it’s worth a small aside looking at the potential future threats from aggressive minority shareholders, as between 75% and 50% is the killing zone of complacent shareholders. 

Any acquisitive investor can leverage their position massively once in situ. Ask any private equity investor and they will tell you that you do not need to hold the majority of shares to control a business. Control comes in a variety of forms: one classic example is the lending of money to a business, which when repayment difficulties emerge is then turned into equity, either directly or via an insistence on a rights issue under the guise of protecting pre-emption rights of existing shareholders. When not all of them take up their allotment, the individual (or entity) with the debt can act as the underwriter and hoover up all the rights to new shares that are not taken up.

The other method to exert control is to block progress – namely to utilise restricted actions in reverse of how we currently envisage them being used. If an acquisitive individual or individuals have over 25% in total, these tactics can be deployed to gain extra seats on the board or to block what may be necessary to keep everything in its agreed format. In this example think of in property a ransom strip or someone buying a property and allowing to fall into disrepair to increase their chances of getting change of use planning permission.

In short if we were to stay with a purely UK company structure, we would need to be comfortable not only with our investors now, but also certain about who might buy or accumulate shares in the future – especially as the votes allocated through the Seedrs share issue are a single voting block wielded by Seedrs itself. And we would also need to be certain that we had a sufficiently robust structure to ensure that we will remain fan-owned even after an initial drop below 75%. This is fraught with potential future problems – all removed if we switch to the Purpose Foundation model. 

H) Raising finance for the club within a new structure 

In tandem, the club would have to seek to develop a system where individuals who wished to make significant injections into the club were awarded some rights but those rights were not transferable. Our imagination needs to be expansive here in designing this. 

For example, it could be that people buy the right to sit on the (plc) board for 10 years for a certain price, and that should they wish to give up this right, the club can sell it on to a third party, but the person to whom it is sold firstly can’t be introduced by the current owner of the right, and secondly, must be reimbursed in full for their amount paid, but the surplus on top of the sum paid is distributed 25%-75% to them and the club. 

So, individuals would purchase a right which had value, and could see the value returned to them, but they couldn’t be the person who did the identification of their replacement. They could suggest, certainly, but the club would be forced to undertake a beauty contest, rather than enter a sweetheart deal. 

Alternatively, the value of the right might degrade by 10% per year, so that by year 10, it’s worth 1/10th of the original value, meaning the replacement of them as a leading light gets easier as time goes on, and they can’t hold out for a certain value as a form of ransom.

The remaining equity would sit outside with the DT to be sold to whomever fits the bill, with the profits on subsequent sale to be split in the agreed portion with the DT and the seller of the shares. The DT would have first refusal to purchase and at the point of sale should make offers to small shareholders to enable them exit at the agreed price if they so wished. 

There are doubtless other ways we could do this. All start from the recognition that firstly, we have a scarce supply of, and therefore a market price for, the right to be involved in decision-making at the club, and secondly, that this right must not supercede the overall ownership structure of the club that places the DT in the box seat. 

I) Final thoughts – Changing Role of the DT Board

The Purpose Foundation taking on ones of the current core tenets of the DT’s existence and externalising it for protection of fan ownership would remove all threats to club ownership in the future.

There is then a second crucial question around who we want to sit on which boards and by which means we want our club and Trust to be run and governed. 

As a club, we have three levels of governance – the club, the plc and the DT. This is two more than most clubs, and one more than most fan-owned clubs. If Bayern Munich get by with two boards, then we can too. 

To continue the German model, the DT could be the Supervisory Board, which is needed to approve revenue plans each year, and oversee things like intellectual property (club colours, crest etc) and signed off on all exploitations of these, and would also undertake to provide advice on season ticket prices etc. 

In this scenario, what the Purpose Foundation would be defending is the right of those fans who are decision-makers to veto and make certain decisions that affect their experience of the club – to ensure the club’s spending plans and player budgets aren’t fantastical or threatening medium and longer-term sustainability. That the club was not neglecting the AFC Wimbledon Foundation, nor pricing itself in such a way as to make the club unaffordable to its community.  

There is still a debate to be had around exactly what role the DT Board takes in this and, more importantly, how it consults and reflects the views of its members. And, to look at how club growth and financial support is provided by increased Dons Trust membership (akin to how Australian clubs have grown their membership bases). This is a topic to which we will return. 

The crucial point is for us to decide what we want fan ownership to mean, and then, what is the best way to make that fan-ownership deployed in the pragmatic and messy set-up of the club. Once we have defined what that is, we then get the Purpose Foundation to stand behind it. 

Comments welcomed below and a copy of this proposal has been sent to all DTB, AFCW plc and AFCW Ltd Board members. 

By Dave Boyle, with input from Graeme Price, Charlie Talbot, Damian Woodward & Xavier Wiggins

7th August 2020

A significant overhaul of Club and Trust Structure and board make-up is needed
A proposal by the originators and organisers of the Plough Lane Bond

We are delighted that the construction of Plough Lane is proceeding on schedule and looking forward to the challenges of the 2020-21 season, hopefully including having fans attending matches when this is permitted. We pay tribute to the hard work of club officials, DT Board members, contractors and volunteers who have worked to keep everything on track in these challenging times.

Now that the stadium funding has been secured by a combination of the Plough Lane Bond, Nick Robertson’s investment and the short-term bridging loan, the club and Trust face twin challenges:

1. Re-financing in the short and medium term
2. Overhauling the structure of the club, Trust and plc Boards to ensure operational excellence and accountable oversight are in place for AFC Wimbledon back at Plough Lane. 

We welcome the Dons Trust Board’s attempts to explore potential alterations to the current confused structure of three boards and various levels of voting rights, but we believe now is the time for a clear and radical change to ensure fan-ownership is enshrined as the inviolable core tent of AFC Wimbledon’s raison d’être, while providing a structure fit for purpose that will enable the club, Trust and stadium to grow and be more successful. 

There is also an urgent need for better operational resource at board level. 
We have seen the suggested manifesto pledges in advance of the autumn election – some of us contributed to aspects of this and will be taking part in the discussions those fans have set up. We also read recent clarification of the stance of current DT Board members on the idea of selling further levels of control or shares. 
[NOTE – this summary of board members’ views is currently only an document for download in the Trust Forum, but the Dons Trust Chair said on 5th July these statements would be put on the Trust website “by the end of the week’ –  we cannot currently see them on there but in the interest of all fans being able to read them we think this needs to happen]

We believe our proposed new structure would work as a framework that underpins healthy elections in the future and allows further debate about who should sit on the DT Board and how they are accountable, as well as how fans’ views are consulted and included in club and Trust decisions. That is, we believe this new format would provide a structure than underpins core Trust and club principles while continuing to allow a plurality of debate and opinions. The structural change will serve to provide a platform for a range of views, of which the fan manifesto pledges could be one example. There needs to be change and there needs to be debate. 

When we proposed, launched and ran the Plough Lane Bond we had many discussions with fans and bondholders who were explicitly clear that once the short-term funding shortfall had been addressed they wanted to see changes to the way the club and Trust operated and were held accountable to fans and members. We have therefore produced these initial proposals in conjunction with Dave Boyle, former chief executive of Supporters Direct who has subsequently provided governance, funding and structural advice to over 100 voluntary community sector enterprises. 

Our core proposal is as follows: 

1. It is not advisable to simply slide the DT shareholding of a subsidiary operating company down from 75% to 50%+1. 
2. A 50%+1 ownership model would not be protected under UK company law in the same way as it is in the German system and the minority shareholder rights could potentially be in conflict with the DT’s overall aims – ie selling off further tranches under the existing system could potentially be a slippery slope. 
3. The core concern for governance and ethos is to enshrine majority fan control as the bedrock of our club structure and to cement fan ownership as the cornerstone of our ethos now and in the future.
4. At the same time, the club, Trust and fanbase need to be set-up in a way that will allow future investment, providing an efficient capital structure, whether through debt or equity, in order to support the growth of the club and stadium over time. We need a structure that can allow this to happen without jeopardising the ownership structure and accountability. 
5. The Trust and club entities require strong boards which provide democratic accountability as well as the skill-sets and experience required on an operational basis.
6. We propose that rather than using this current review process to tinker around the edges with how the DT, AFCW Plc and AFCW Ltd are set up (eg allowing a small sale of a further tranche of shares initially and then review again in future) now is the time for a change to a new structure which enshrines fan control and ownership in a way that takes any future threats to this core tenet off the table.
7. This new structure will also enable fundraising through both debt and equity to be undertaken in the future, without needing a further round of debates or votes, since the core tenets will be protected better in this structure than under a slow erosion of the DT’s share ownership in the current AFCW Plc structure. It will be future-proofed. 
8. This new structure will also include a complete overhaul of the oversight board (DT Board) and operational board (AFCW Plc board), with the AFCW Ltd “board” becoming a working group within that framework – a two board structure (one operational, one oversight) to match the way most German clubs are set-up. These boards should also include all aspects of wider club and community activity, including the Foundation, the Ladies and other volunteer work to ensure we act as one club and one entity in everything we provide in Merton and beyond. 
9. We believe that the best system to achieve this is to reconfigure the Dons Trust’s shareholding in AFCW Plc as steward ownership under an organisation like The Purpose Foundation. This would enshrine the core tenet of “steward ownership”, which in our case is ownership by the members of the reconstituted Dons Trust. Further details will follow. 
10. This change needs to be addressed urgently and should form the focus of the incoming DT Board members after the autumn elections with a view to the following elections being the first under the new structure. We suggest it might be sensible for reforming candidates to stand for election this time on a short-term ticket to effect this change and then resign. 

We will publish Dave Boyle’s outline proposal for the role of The Purpose Foundation later this week, which includes a new structure for the club and Trust and we will be following up with more detail in due course. We would welcome the chance to present this proposal in more detail to the club, Trust Board and to members as part of the structural review process that we believe is ongoing and needs to be resolved as soon as is feasible. We note from the June DT Board minutes published last week that the club and Trust will be considering proposals for board restructuring in an Imperial college report – this foundational underpinning could take place alongside and support potential board change considerations. 

We always said that solving the short-term funding shortfall was only stage one. Fans and Trust members now need to ensure that the club and Trust and the respective boards and structures are set up to facilitate successful operation in the future while safeguarding the steward ownership that secures fan control in perpetuity:

Fund and build the stadium
Remain fan-owned
Create time and space for change

 
Comments are welcomed below and we will also post our proposals in the new Dons Trust members forum. 

BY
Charlie Talbot
Damian Woodward
Dave Boyle
Graeme Price
Xavier Wiggins.

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.

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.

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 16^th October and 27^th 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.

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.  

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. 

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. 

We are currently running a survey to gauge the potential interest in raising money for the stadium via a bond. You can complete the survey yourself.

Don’t forget to share it with your friends, family and anyone else who you think might be interested!

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 City	Annual 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 Rovers	The club lost over £2m in both the 2015/16 and 2016/17 seasons.
Fleetwood Town	Lost £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
Franchise	Losses before taxation of £1.74m in 2016/17 and £4.48m in 2017/18.
Oxford United	2017/18 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 United	Overall 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 United	Chairman 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 United	Operating 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 City	Owned 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