Over the past two months our lawyers have been working on a "Heads of Terms" agreement: a legally binding document between the current majority shareholders and the Supporters Society that will allow us to relaunch the Bid under a new prospectus. We expect this to be agreed within a few weeks.
In short, the plan is to relaunch the Bid and use the proceeds to increase the Supporters Society’s stake in the club to over 50%, thus making the Supporters Society, a democratic membership organization, the club’s majority shareholder. All community shareholders will automatically become members of the Supporters Society.
If successful, this will be the first phase in a two-phase process towards a financially sustainable community-owned club.
First Phase: A New Board & Redevelopment
During the first phase, it is proposed that a new Board will run the club. The new Board will be a blend of some of the existing board, for their continuity and detailed knowledge about the day to day running of the Club, and the majority of fresh board members with new skills, experience and contacts.
The Supporters Society, as the new majority shareholder, will hold the majority of voting positions on the restructured board. Representatives of the existing majority shareholders will take up the remaining voting positions (the exact number and composition will be finalised soon). Non-voting board members may also be appointed to provide expertise and assistance as required.
This means that the controlling votes will be held by representatives appointed by and accountable to the Supporters Society, which in turn is democratically accountable to members and community shareholders. In other words, Bath City FC will effectively start to operate as a community-owned club right away.
The new Board will then work to complete a partial redevelopment of Twerton Park (i.e. the north car park and stand area). This will release funds to clear all pressing debts, putting the club on a more sustainable footing.
It will take some time before these funds can be released. For this reason, the Supporters Society has secured working capital facilities from a group of Bid supporters that will enable the Club to run effectively for an interim period of about 2-3 years, which is the expected amount of time required for a proposed partial redevelopment of the Twerton Park site. These facilities will become available upon the successful completion of the Bid.
Second Phase: conversion to a community benefit society (CBS)
Once the debts are cleared, the Supporters Society will then seek fresh finance, if it is necessary, to buy out the existing shareholders and move to thesecond phase: converting Bath City FC Ltd itself to a community benefit society (CBS) with a new constitution and a fully-elected Board.
Who will serve on the new Board?
Our shared aim is to make the Board much stronger and to professionalise the whole setup and operation, whilst at the same time building up a large volunteer "army" to create working groups to cover the key functional aspects of the Club. We will also appoint a full time General Manager at the heart of club’s operations.
Under the present rules, the Supporters Society’s elected committee has the right to elect Board representatives for a 3-year term. Shane Morgan currently fulfils this role as the Society’s sole representative on the club Board.
The Society committee proposes to elect five representatives to the new Board. Subject to FA and regulatory approval, these will be Nick Thompson, Shane Morgan, Nick Blofeld, Sally Harris and Jon Bickley (see bios below).
The Society committee expects to be able to elect at least one further representative in due course. Representatives of the existing majority shareholders are still to be determined.
We are hopeful that announcing our fresh prospectus and structured two-step plan towards full community ownership will attract even more support from the Bath community. Above all, we are very keen to keep all existing pledgers on board and for you to convert your pledges into community shares once we relaunch the prospectus and reopen the Bid in the next few weeks.
We are also exploring ways to allow existing shareholders to pledge their shares, or the voting rights attached to them, to the Supporters Society and thus help us get closer to a 50%+1 controlling stake in the club.
Thank you again for your patience and commitment to the club. The road has been longer than we first anticipated, but we are all still very excited about creating a genuine, traditional, but community-owned and run football club, in a great sporting city.
Please do come back with any questions and we'll set up an appropriate forum to answer them.