Some of you will be aware, Crewe Alexandra Football Club underwent something of a corporate reorganisation this year.
It appears to have started when a company which was formerly part of the Norman Hassall group of companies (Murrayvale Ltd) changed its name to Crewe Alexandra Developments Ltd in May 2006. A couple of months later two new companies were formed - Crewe Alexandra Ltd and Crewe Alexandra Stadium Ltd.
The 85,000 or so shares held by the directors of the club in Crewe Alexandra Football Club Company Ltd were transferred to Crewe Alexandra Ltd and in return the directors recieved shares in Crewe Alexandra Ltd in proportion to the percentage of the shares they held in the the football club company. The result of this transaction is that the only 'person' who holds shares in Crewe Alexandra Football Club Company Ltd is Crewe Alexandra Ltd.
It has been suggested that the reason for this transfer of shares from the directors to Crewe Alexandra Ltd is to create a situation where no director can outvote any other as they now hold no shares in Crewe Alexandra Football Club Company Ltd. They are, purely and simply, employees of the company.
The entire shareholding in Crewe Alexandra Stadium Ltd and Crewe Alexandra Developments Ltd are held by Crewe Alexandra Football Club Company Ltd.
What we have then is a corporate group in which Crewe Alexandra Ltd is the ultimate holding company, Crewe Alexandra Football Club Company Ltd is its subsidiary (in which it holds some 85% of the share - the rest being held by small shareholders) and Crewe Alexandra Stadium Ltd and Crewe Alexandra Developments Ltd which are wholly owned subisidiaries of Crewe Alexandra Football Club Company Ltd.
'Stadium' was apparently formed to protect the name (a not uncommon business practice it has to be said) and 'Developments' was formed to exploit the Crewe Alexandra brand (or something like that) although it's not entirely clear what is meant by that.
In the middle of all of this Crewe Alexandra Developments Ltd has made a loan to Norman Hassall Ltd (the amount is not known although we know the loan has been made because the charge has been registered at Companies House as it must be). The security for the loan is a fixed charge on the shares held by Norman Hassall Ltd in Crewe Alexandra Ltd and a floating charge on all the assets of Norman Hassall Ltd. It is thought that the interest being charged on the loan is in the order of 10% - a hansome return on the outlay indeed.
This reorganisation has stirred up a great deal of interest and mistrust among Crewe Alexandra supporters who are keen to know exactly what is going on. At a meeting in the summer between the ASi and John Bowler, the club chairman insisted that he would explain what was going on once the resolution had been passed at either an AGM or an EGM. That EGM is to take place on Thursday the 7th of December in the Signals Bar in the South Stand of the Alexandra Stadium, the object of which is to pass a resolution to change the Articles of Association. The change sought is to the objects of the company so that they will provide that Crewe Alexandra Football Club Company Ltd shall carry on the business of a general commercial company. I imagine that, at the moment, it says that it will carry on the business of a football club or some such like.
It is to be hoped that we shall discover on Thursday why the a football club needs to change its objects in this way and why, after 107 years, the club has found it necessary to form a corporate group.
The meeting is open to anyone who is interested in hearing what is going on and Crewe ASi would encourage anyone who is vaguely interested in this matter and who can go to do so. Clearly during the EGM part of the meeting only shareholders will be entitled to speak and vote. However, after the EGM has been concluded everyone will be invited to have their say and to put questions to the board.
We have asked all of the local media to publicise this event and ensure that this EGM is as well attended as it can be. There are some 840 small shareholders out there. Clearly there isn't room in the Signals Bar for them all but we would encourage all who want to go to do so.
If you have any questions you can contact Crewe ASi through the normal channels, mailto:info@creweasi.org.uk, ring 07913 638951 or write to PO Box 402, Crewe, CW1 3ZS.