We are aware of a number of questions from members and the wider fanbase and understand there may be some anxiety regarding the current situation and processes. In this regard we attempt to answer as many questions put to us in the last few days as possible in a Q&A format.
As with similar situations at all businesses and organisations, we may not be able to go into as much detail as some would like due to legal or regulatory issues, but the following should hopefully provide some insight into what is happening with the offer and how things should move forward, whilst dispelling some myths and incorrect rumours and accusations:
(All information published and correct as at 06/07/2008):
Q) What's happening?
A) Wednesdayite, the Sheffield Wednesday Supporters' Society, have received an offer for our 10.07% shareholding in Sheffield Wednesday PLC. Wednesdayite are the largest independent Sheffield Wednesday supporters organisation and the second-largest current shareholder in Sheffield Wednesday PLC. As this situation may develop quickly, please keep checking our website for relevant updates: http://www.wednesdayite.com.
Q) So, what happens now?
A) As a democratic members' organisation, the decision whether to sell or not will ultimately rest with the members of the society. Subject to the formality of professional and independent legal advisors being satisfied the offer is a verified offer under UK laws and regulations, we will ballot our members to make the decision of whether the sale should go ahead.
Q) That's a big decision, how will members decide?
A) Included with ballot papers will be as much information provided by the bidder as possible in order to assist the member in forming their decision - this is usual practice for any such vote in any company or organisation. The final decision ultimately rests with individual Wednesdayite members based on what they think is the right thing to do.
Q) What information will be provided to members along with the ballot form?
A) Wednesdayite have put a number of questions to the bidder to give them an idea of the kind of information members may wish to know before making their decision. It is important to stress that the questions put forward are not mandatory or pre-conditions, but merely a logical assessment of what factors might influence members in the vote. The bidder may provide as much, or as little, information as they see necessary. However, we have consistently suggested that our members are more likely to react positively if as much information as possible can be made available to them at the outset.
Q) I'm a member, how will my vote be counted?
A) All votes are allocated on a '1 member = 1 vote' basis. Therefore, you will receive 1 vote.
Q) Will I be able to vote electronically online? / I am a member who lives abroad, can I still vote?
A) Facilities will be provided for members to vote securely online for those members whom we hold a valid email address. This will also allow overseas members to have their vote.
Q) I'm a junior member, will I be able to vote?
A) Unfortunately, Junior Members are unable to vote. Only full adult members at the time the offer was made are included in the voting process.
Q) I'm not a member, but if I join now can I have my say?
A) Only full adult members at the time the offer was received will be eligible to vote in any ballot relating to this offer. However, although you would not be able to participate in this ballot, new members are encouraged to join and receive the benefits of being part of Sheffield Wednesday's largest independent supporters organisation. Non-members can join online at Wednesdayite.com.
Q) What will happen to the proceeds of any sale? Will the Wednesdayite directors or members be lining their pockets?
A) It is written into our constitution that any and all proceeds of the sale of our shareholding (after necessary taxes) be used for the benefit of the club and it's community. Absolutely none of the proceeds of the sale of our shareholding would go to any Wednesdayite directors, who work hard in their own time and voluntarily, or directly to the members. No decision has been made as to what the funds would be used for, however our existing schemes (such as Primary Schools Coaching and Smile Tickets) could benefit along with other ideas such as new (or the maintenance of) facilities in the ground, essential equipment for the Sheffield Wednesday academy and other such projects. It is envisaged our members will be encouraged to be involved in providing ideas and suggestions and then further involved in the decision making process beyond that where possible.
Q) I'm a member, but I'm not sure you have my current address details to send me the ballot forms! What do I do?
A) We can only send the ballot forms to the email addresses/postal addresses on file so we suggest you update your details as soon as possible to ensure you get your forms. The quickest and easiest way of doing this is to email us with your Full Name, Membership Number, Previous and New Address details, Telephone Number and Email Address to: email@example.com
Q) Who are Wednesdayite and what gives them the right to carry out this big decision on behalf of the fans?
A) Wednesdayite is the trading style of Sheffield Wednesday Supporters ’ Society Limited, a democratic organisation set up under the umbrella of the 'Supporters Direct' government-led initiative (more on Supporters Direct here: http://www.supporters-direct.org). Whilst we aim to consider the viewpoints of the wider fanbase as a whole, we can only ever be representative of our members views and wishes. As fans ourselves, we share the anxieties of the whole fanbase, but encourage supporters of all viewpoints and backgrounds to join and have their say in a democratic fashion. More on Wednesdayite and our aims and objectives are available at Wednesdayite.com.
Q) Just who are the members who will be making this decision?
A) Wednesdayite are a democratic organisation with over 1,100 members. The only pre-requisite of joining Wednesdayite has always been that you have to be a supporter of Sheffield Wednesday; fans of all viewpoints and circumstances are actively encouraged to join. Members of the society come from all backgrounds and ages. Included amongst the members are regular supporters, overseas fans, individual shareholders, SWFC foundation members, season ticket holders, and even a Lord! More information on our membership demographic is available in our 'Who Are Ya?!' section on Wednesdayite.com.
Q) Are you just a bunch of trouble-causers?
A) On the contrary, every member and director of Wednesdayite are supporters of the football club. In the past we have possibly been unfairly represented by certain individuals and sections of the media, however we simply want one thing - the same as every other Sheffield Wednesday supporter - and that is that we want to see the best for the club. We are eager to see an end to the politics surrounding the club and the divisions in the fanbase and do a lot of work - voluntarily in our own time - within the community, such as our Primary Schools Coaching Scheme (which provides free football coaching to schools in the area) and our Smile Tickets scheme (which provides matchday tickets for disadvantaged people who would not normally be able to attend matches at Hillsborough). We try to be as open and honest as possible and encourage all supporters to join and actively get involved in such schemes for the benefit of the club and it's community. As a democratic organisation, if you believe Wednesdayite are not acting in your best interests as a fan, you are invited to join and air your views.
Q) Are you going to mess this up? / What makes you qualified to handle such a huge transaction?
A) As a group of Sheffield Wednesday fans ourselves, Wednesdayite have no inclination to hold up, or mess up, any meaningful solution to drive the club forward and have said for some time now that our shareholding is not a stumbling block to any inward investment – indeed the recent interested parties have indicated to us that Wednesdayite and our shareholding are not any issue to them or their plans. Whilst we have a democratically elected board with lots of business experience (including a former Merchant Banker with responsibility for sports finance, a Chartered Accountant and a former schoolteacher), we are also acting responsibly and diligently in appointing professional representatives to assist with the whole process, including the necessary legal and regulatory aspects of such a transaction.
Q) How long will it take? / Can this process be made quicker in any way? / Will we be told how the vote is going during the process?
A) Rules state that any ballot must last for 14 days after ballot papers are sent out, to enable all members to have their chance to vote. As this is in the rules there is no way to speed up this process and no indication of how the ballot is going will be available for the duration of the voting to prevent any influence on members still to cast their vote. Of course, we can only begin the ballot process once lawyers have finalised the details of the bid.
Q) So, what's the delay - why not ballot already?
A) It's a matter of our lawyers liaising with the bidders lawyers just to finalise legal detail relating to the offer. There is a lot of UK legislation and regulatory rules that both parties need to follow and both parties are working through this as speedily as possible. As fans of Sheffield Wednesday ourselves, there is no desire on Wednesdayite's part to delay any part of these formalities and we are as keen to proceed to ballot as anyone.
Q) Why not carry out a ballot in the meantime then?
A) Carrying out a ballot is both time and finance consuming, and some parts of the legal detail being finalised may play some part in the information provided to members with the ballot. Of course, we want to carry out things as speedily as possible and have no desire for any delays, however we also have legal obligations to fulfil before going to a ballot, as well as the obligation for members to have as much information as possible to make an informed decision. Our legal advice so far has indicated we should not hold a ballot until such formalities are completed.
Q) Isn ’t it written into Wednesdayite’s rules that you cannot sell the shares? Why hasn’t this rule been changed already?
A) It is indeed written into the society rules that we should not sell our shareholding. This was originally included in the rules so that any Wednesdayite Board would in effect have to refer to members any decision to sell the shares - as opposed to say 10 Wednesdayite Directors doing this without reference and to all intents and purposes avoiding democratic principles. However, for some time we have recognised that if our shares form part of a meaningful solution to drive the club forward then we should allow our members to change this rule. This means that a ballot would be required to change the society rules – this voting process would run directly alongside any ballot on the sale of the shares to an offeror. During recent discussions with interested parties we have twice offered over the past few months to carry out voting on this particular rule change and on both occasions have been informed it has not been necessary until an offer was forthcoming.
Q) In the ballot, how many votes are needed to change the rules and accept the sale?
A) The two votes would run alongside each other (for a period of 14 days after ballot papers are sent out), but will have slight differences. Rules changes in the main objects of the society require for 75% of voters to agree to the rule change, whilst the decision to sell to a specific buyer under an offer made by them would require a simple majority to agree to the sale.
Q) Why not just give the shares away?
A) The shares have a significant value and in that respect Wednesdayite have a legal fiduciary duty to act in the best interests of our members. To give away the shares would be against that fiduciary duty and may not be viewed legally as in the best interests of the society or indeed the club itself. Remember, all proceeds of the sale of our shareholding must go back into the club and it's community, so the proceeds of the sale will, in effect, be used to benefit Sheffield Wednesday, rather than go towards an individual or company's wealth.
Q) Are you insisting on any pre-conditions as part of the sale?
A) Wednesdayite have not issued any pre-conditions to the bidder other than that we have consistently advised that the sale of our shareholding must form part of a meaningful solution to drive the football club we support forward.
Q) What do you mean when you say meaningful solution?
A) There is little point us selling our shares to anyone who just wants our shares alone and who wants to sit there with just 10%. In our view merely shuffling the deckchairs will achieve nothing and we cannot see how it alone will result in any of the desired progress by our members and also the fanbase as a whole. So the sale of our shares must go hand in hand with a change in effective control of the club so that we have a fresh investor/s bringing a fresh board and fresh plans to take the club forward with the requisite financial resource to be able to achieve it. Our only aim is to ensure that if our shares have to go, then they go as part of a real and wider solution for the club with the real possibility of a more successful SWFC in the years ahead.
Q) How will I find out any progress from here?
A) There is only so much we can say at the moment due to legal and regulatory issues, however - as and when we can - we will keep members and the fanbase as a whole updated through our website at http://www.wednesdayite.com.