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Millwall Holdings plc (“Millwall”)
Letter from John Berylson, Chairman of Millwall
6th June 2008
Re: Posting of Circular and Notice of General Meeting
Further to the announcement made on 16 May 2008 that Millwall would reluctantly
be calling a General Meeting of Shareholders to vote on two resolutions proposed
by Mr Graham Ferguson Lacey, a circular is being posted to Millwall shareholders
today. The Circular includes a notice convening a General Meeting of
Shareholders to be held at The Den, Zampa Road, London SE16 3LN at 10.30 a.m. on
2 July 2008.
In addition to the circular, the Chairman of Millwall John G. Berylson, has
written a personal note to all Millwall shareholders, as follows:
“Dear Shareholder and Fellow Supporter,
There are few times in our lives when the exercise of a vote can make a real
difference to the future of your club and company – but this is one. I hope you
will join me and your board and vote against the resolutions put forward by
Graham Ferguson Lacey.
For many thousands of Millwall’s shareholders the priority is the football club.
Last season was challenging but we made major changes which I believe have now
set the club on a road to success. Recruiting Kenny Jackett and investing in
young players such as Laird, Grabban, Martin and recently Ashley Grimes are a
demonstration of your Board’s commitment to
build a team for the future.
Our injuries last season, over fourteen senior players were out at varying
times, had major cost implications but we still invested. Many of you as fans
will appreciate it is football’s unpredictability which leads to financial
changes but we maintained our focus to take a long term view.
At a critical time when the club was facing potential relegation Graham Ferguson
Lacey launched his first attack. The timing could not have been worse – when the
company needed stability the Board was faced with this challenge. It was
distracting and disruptive.
This single act alone reveals Graham Ferguson Lacey’s lack of commitment and
concern for the football club. His comments on share price performance when most
shareholders in football clubs understand the volatility, is again a
demonstration of his lack of appreciation of what we are trying to do. The
successful completion of the regeneration project which the Board believes these
resolutions will impede, is key to a share price recovery. On this point alone I
would urge you to vote against his resolutions.
Let me now turn to the resolutions set out in the circular. Never in my time as
a chairman of a company, and I have many years of experience, have I encountered
this type of approach.
If you read them you will appreciate why the company’s lawyers advised us that
they are both vexatious and ineffective. This is why your Directors declined to
convene a general meeting, as we are legally entitled to do in these
circumstances. In essence this was an attempt to secure back door control
without the responsibility and accountability which I, as Chairman, and the
Board assume.
Despite attempts to negotiate a constructive way forward Graham Ferguson Lacey
has refused to withdraw his resolutions.
May I remind you that at the EGM last year over 90% of shareholders including
Graham Ferguson Lacey voted in favour of the financial arrangements with my
family company, Chestnut Hill Ventures LLC. At this time Graham Ferguson Lacey
was offered a seat on the boards of the company and the club, which would have
ensured his involvement yet he refused to take up the appointments. This would
have been a normal way for him to play a proper role and take responsibility.
Regeneration is a complex process where planning requirements are changing, with
a need for confidentiality until the company is able to consult more widely.
Your Directors have been working with the local authority together with a team
of advisers drawn from some of the best practices in the country to make
progress. Graham Ferguson Lacey’s resolutions requiring that we call
shareholders’ meetings to consult on the Company’s plans are unworkable. Calling
just this meeting will have cost the company over fifty thousand pounds and
consumed valuable time – both of which would be better invested in the club and
the regeneration.
I as your Chairman, and with my board colleagues and our advisors are acting to
secure the best result for the shareholders, fans and the community.
If Graham Ferguson Lacey wants to have a say he should take up his board seat
and accept responsibility as I and the rest of your Board do.
I urge you to show your support to your club and company and vote against the
resolutions.”
Copies of the Circular and a Form of Proxy are available by clicking on the
following links:
June 2008
Circular
Form of Proxy
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