The shareholders of Carlisle United Association Football Club (1921) Limited.
The shareholders of Carlisle United Association Football Club (1921) Limited proposal to adopt new Articles of Association in line with amended EFL regulations and best practice.
1921 directors seek approval of shareholders to adopt new Articles of Association.
Articles of Association are the legal written rules for running a company, agreed by the shareholders and directors.
Background
At the EFL Annual General Meeting, on 10 June 2022, it was confirmed that all EFL clubs are now required to include new mandatory articles within their Articles of Association which states that the directors of the club may refuse to register the transfer of any share where:
- the EFL has not confirmed its consent to the acquisition of control;
- the EFL has not confirmed that such a person is not liable to be disqualified;
- registering the transfer of any share would cause the club to breach any other equivalent rule or regulation of another body, such as the Premier League or the Football Association.
These changes bring added protections for the club and its directors when share transfer and changes of control are taking place.
1921 holds the EFL ‘Golden share’ and therefore must comply. As the parent company of 1921, CUFC Holdings Limited must also comply.
The Board of Directors of 1921 are fully supportive of the proposals made by the EFL (and voted to support them at the EFL AGM). The Board of Directors of Holdings are also fully supportive.
At the same time, the directors of 1921 have taken legal advice and propose to follow recommendations to also update the Articles of Association of both companies to adopt best practice.
CUOSC (a shareholder in Holdings) has taken its own independent legal advice on these changes, insofar as they could impact on its board positions on 1921 and Holdings, and as a shareholder in Holdings.
The provisions of the new Articles for each company have been carefully considered by the directors of each company in board meetings. On 18 February 2023 each board unanimously agreed that the new Articles should be adopted as the Articles of Association of each company, subject only to the necessary approval of each company's shareholders.
The new Articles for each company are HERE (1921) and HERE (Holdings).
The Holdings board and its shareholders have approved the changes, and the new Articles of Association for Holdings. Its voting shareholders are Andrew Jenkins, John Nixon, Steven Pattison – who together hold 74.6% of voting shares – and Carlisle and Cumbria United Independent Supporters Society Limited (CUOSC) which holds 25.4% of voting shares.
1921 Shareholder approval
A Written Resolution approved by 1921 directors is to be presented to all of its voting shareholders for signature. The Written Resolution has a threshold of 75% of shareholders voting in favour to be approved.
For 1921, the voting shareholders are CUFC Holdings Limited (which holds circa 93% of the shares in 1921) and around 350 individual small shareholders who together hold around 7% of the voting shares.
We have today written by post to the address held for each 1921 shareholder eligible to vote and have circulated the Written Resolution in paper form.
The letter to 1921 shareholders and Written Resolution are available on the club’s website HERE and HERE. The circulation date is 3 March 2023.
All 1921 Shareholders have 28 days to respond and vote. Holdings will also vote as a shareholder.
The directors of 1921 strongly recommend that all 1921 shareholders vote in favour of the Written Resolution.
Chief executive Nigel Clibbens said: “As a member club of the EFL, 1921 and Holdings are duty bound to comply with all EFL regulations.
“The new mandatory EFL articles help protect the club and that is beneficial - pure and simple. Its procedurally and administratively necessary to go through this process so, at the same time, it makes perfect sense to take the opportunity to update the Articles of Association in-line with current best practice.
“Our strong recommendation to all shareholders is that they vote in favour of the Written Resolution."
