QPR FANS STAND TOGETHER

12th December 2006

The publication of the “Rebuild QPR” document across Rangers websites last month prompted much messageboard discussion at the time and, as you may have read, this ultimately led to a fans’ meeting on the 18th November for which the minutes are now released.

After hours of discussion and debate there were many positives to come out of the day, the first was clear on arrival and that was the attendance.

 

United We Stand

 

QPR fans, some of whom had travelled hundreds of miles, were represented through almost every current association possible, from the Supporters Trust to the LSA, from websites to fanzines.

Before you read on it must be made clear that “Rebuild QPR” is not a supporters’ club. It is not against the current board of directors, nor is it in favour of them. It is a way of bringing together as much of the QPR fanbase as possible to share ideas and information and agree on a unified and positive approach to helping the club survive and succeed.

The original idea of the meeting was for a representative group of fans to discuss and debate the merits of the Rebuild QPR document. Whilst the first order of business has to be finding a way to help deal with the club’s current financial problems, in particular the ABC loan, as the discussions progressed it became clear that the original document had been the catalyst for something that may well last long past the immediate issues it raised.

The minutes that follow detail what hopefully will be the first steps towards all QPR fans working together to secure our club’s future.

STATEMENT OF INTENT

This is an alliance of representatives of the main groups and organisations run by and for QPR supporters.

It provides a vehicle though which these representatives can work closely together on a common goal whilst retaining the separate identity and remits of the different groups.

The aim of this working party is help pool the ideas, skills and resources of the fan-base in order to help protect and preserve our Club and its financial assets for future generations.

We will work towards this aim by:

• Obtaining and sharing information relevant to the club's financial status in order to responsibly disseminate this information to the fan base.

• Encouraging QPR's Board to work with supporters in partnership based a respect for our status as stakeholders.

• Building links with other stakeholders, financial institutions, organisations and individuals that can play a positive role in the Club's future.

• Considering the feasibility of a long term strategic fund raising initiative such as (but not limited to) those discussed in the 'Rebuild QPR'document.

• Promoting the concept of a united fan base based on a mutual respect for the differing views and stances that exist within our community.



MINUTES FROM MEETING 18/11/2006

Venue: Ealing Town Hall - Committee Room 2

Start time 12.50pm

Attendees

Stephen Dedridge, Tracy Stent and Justin Cottage ~ QPR 1st

Bill Cox ~ LSA

Mark Dunbar ~ LSA and Official site messageboard

Paul Downs and Bev ~ Official Supporters Club

Dave Thomas and Dave Anderson ~ A Kick up the R's fanzine

Clive Whittingham ~ QPR Rivals.net website

Ron Norris and Paul Varcoe ~ QPR.net website

Julia Hill and Jonathan Bullock ~ Boardroom Blues website


Apologies

Vic Stephenson and Spencer Schwartz ~ Friends of QPR

Dave Barton ~ Queensparkrangersfc.com website

Ben Humphrey ~ QPR.org website

Introductions

Those in attendance made introductions and Stephen Dedridge explained that whilst he would be chairing the meeting, Justin would be doing a fair bit of the talking through the issues within the agenda and that Tracy would be taking the minutes. He went on to explain also that some information of relevance from the club meeting that Trust reps attended on Thursday evening would be imparted in relation to finances along with any recent information gleaned on any ground issues, before moving on to discuss the items further down such as a supporters' voice, and where do we go from here.

Background to meeting

Justin then went on to give an explanation as to how the Rebuild document came to be developed, saying that fans have been talking about it for a while now, especially with it appearing that the club are not in any position to do anything about it. He said how a couple or so years ago he proposed a bond scheme that was sent to Bill Power (who at that time was the football club chairman) but that he didn't hear back from him.

Then at the QPR 1st AGM held in April of this year, the issue of the
supporters looking at ways of servicing the debt / raising money and with
Gianni Paladini being present at this meeting, he was asked about fans
buying the ground to which he gave an affirmative response.

This was put out to the public via the internet and QPR 1st then received a number of ideas from supporters, including one from Richard Kemp who
suggested a debenture / bond type of scheme which could encompass fans buying bricks as their piece of QPR, hence the Rebuild name coming into fruition.

In June an initial meeting was held to share ideas and suggestions as to how to get this proposed venture going, and it was agreed that it was imperative that for it to succeed the project would require the support, endorsement, and help of all areas within the QPR fanbase, with action points being proposed at the end which included for himself to put together a draft document to contain all the various ideas and suggestions that had been forwarded from supporters at that time.

Then he explained that another meeting took place in August at which Ross Jones attended to help with any information in relation to how such a venture could work with football boards.

Following this, the discussion document was released to the public domain on the internet to ask for feedback and after reading this document, one
supporter, Stuart Hearn, suggested the idea of reps from the various groups and QPR website owners meet up to have a discussion in relation to the whole situation / proposed venture.

Hence how everyone came to find themselves sitting around the table.

The Club's current and projected financial situation and the ABC loan

Justin and Stephen then went on to talk about the club meeting that took place between Trust reps and Gianni Paladini and Harold Winton on Thursday evening, saying that minutes of the meeting would be available on the Trust website in due course once they have been checked and okayed for accuracy's sake, but that some of the financial questions asked were relevant to today's discussions, and went on to give such specific information. They also said that the new club/company financial officer, Akin Yilmaz, was in attendance on Thursday evening.

a) Directors loans

Justin said that the information within the Rebuild document indicates that the company is currently in debt to the tune of around £16m / £17m. This was worked out from the information imparted within the most recently available company accounts. He said that they were informed on Thursday that:

- The year-end accounts for May 2006 were about to be signed off; that
unsecured loans at today's date amounted to £3.6m; and that the Val Ehmer loan is still outstanding.

- The terms and conditions on the loans are unsecured and convertible (for shares).

- Interest on the loans is accruing, though Antonio Caliendo currently has
no interest on his loans. If the accounts balance and there is money there at the end of the term then any interest would be incurred / taken out. If not then the loans would instead be converted into shares with the board being confident of a successful EGM share capital resolution, in that some of the other shareholders with bigger holdings such as Anaid holdings, Gerry Francis, etc, would vote with the board at any such resolution to increase share issues.

- There are different terms on the Val Ehmer loan in comparison with Antonio Caliendo's, with the Val Ehmer loan being on slightly worse terms than Antonio Caliendo's, but with Val Ehmer being able to claim around 700,000 shares at the end of the loan term, (should there not be any money available to pay him back at that stage) otherwise he would need to pursue the money by other means.

- There is a long-term agreement with the Inland Revenue for a sum of around £1.4m thus enabling this to be paid off in stages.

Justin estimated that there is therefore around £16m of debt currently (this includes the ABC £10m) though this does not include small time creditors.

Jonathan asked him about possible other loans amounting to £3m and Justin said he thinks they were taken out from last year; that they are 5 year loans; and repayable or convertible at the end of the fifth year. It was estimated the term end for such loans would be in 2010. Any loans taken out this year would have a term date in 2011.

b) Club Business Plan

Justin informed that the meeting had given those in attendance on Thursday evening a general impression (not factual) that the installation of Deloitte and Touche is part of a business plan. Deloitte and Touche were asked by Antonio Caliendo and Franco Zanotti to come in to look at ways of perhaps raising funds, restructuring, and planning for the future. They are not coming in for the ABC issue, though Justin explained that if they can look at ways of helping to stem losses and bring in extra financing then it might well lead to other institutions becoming more friendly towards us in respect of considering taking over the loan themselves.

GP implied that the installation of Deloitte and Touche would cost the
club less than £3,000 a month, that the consultation may be low and also
indicated that bringing this company in is cheaper than having a chief
operating officer.

c) ABC Loan

Justin and Stephen said that at the meeting they asked if the terms and
conditions of the ABC loan could be shown to them and that they were turned down on this request, going on to say that things then became a little confused with no answers really being gleaned about the ABC loan, though GP did state that if he had £10m today ABC would take that and go.

Due to the amount of confusion going on, neither Franco Zanotti (in relation to him/his family taking over the loan) nor the issue of late penalties on the loan were raised.

A Swiss lawyer/financier is the club contact for ABC (not Ray Hocking).

The club has spoken to twenty different institutions about them being asked to take over the loan.

d) Outstanding Creditors and Future Losses

When asked about owing money to the Inland Revenue, this was not denied.

The issue of late accounts filings was raised, GP relies on accountants to
sort these matters out and it was mentioned how there are actual club
accounts for year end 2003 (QPR and athletic football club ones) that have not been filed. The new financial officer is to look at this and Justin said they were informed that the 05/06 holdings accounts should be filed and fully audited for February (07).

When asked about future losses Justin said that they were informed that the directors would continue with convertible loans. Whichever directors/the names were not mentioned.

The Danny Shittu deal was spoken about. The final breakdown of the deal
could amount to £3million+ (based on sell-on clause and if Watford stay up), but that in days of the Bosman ruling, the club can only count on seeing £2.1million based on up front and instalment payments plus 50 appearances.

Of the £2.1m the club will bank approx £925k. Of other clauses and sell-on the club will bank approx. 53.4% or any moneys received after the Football League, Charlton Athletic and the Wintons.

e) Questions/Issues arising from any of the above

Stephen then asked if anyone had anything they would like to ask or raise on what had been mentioned so far, also asking what kind of questions do we, the supporters, need to pursue with the club?

Bill asked does the club have budgets and Justin replied that it appears
that the club has gone over budget (players), that whilst some managers have a pot of money to start with and that when the pot has run out that is it basically, it would appear that whereas we do have a budget, it is a bit of a weakness in that we do seem a little too quick to splash the cash. He also suggested that with the installation of Deloitte and Touche, it might well mean that a structure is going to be put into place by them in relation to this issue.

The matter of the ABC loan terms and conditions was then raised, with Dave (Anderson) expressing worries about the fans not being advised/informed with this information and it was agreed that in order for the supporters to progress and take such a fundraising venture forward, knowing the terms and conditions of the loan is top of the list and it was agreed for a letter to be sent to the club asking them as a gesture of goodwill in response to what the supporters are aiming to do, is for their agreement to divulge this information so as those heading any potential working party would know what they might well be faced with.

Jonathan raised an issue about Moorbound, and there was also a question
asked if any party/s has any shares in any of our players that are likely to
be sold?

It was agreed for these questions to be sent to the club.

A question was also asked about the new accountant chap and Justin said they had gained the impression that Akin has just been brought in to do the accounts, that he is not a high financier, and that Chris Pennington has gone to work for Antonio Caliendo.

f) Survey Feedback

Tracy then briefly talked through the feedback that had been gained from the pilot internet survey that had been put out. She explained that there had been 53 completed questionnaires returned and Dave (Thomas) asked about the demographics of the responses and Stephen explained that it really had been done for information purposes in order to give the meeting a quick bit of feedback based on any responses. It was agreed that based on just 53 responses the survey results could not be classed as representative of the fanbase and that if further feedback is to be gleaned that it would need to go out to as much as our fanbase as possible. For information purposes as an initial piece of interest it was agreed it was an informative tool, and Julia said it would have been good if there'd been hundreds of responses.

Paul (Varcoe) asked about what would be done with this information and
Stephen said that it would be a shame for an initial piece of work to not be reported back and that therefore it would be posted onto the Supporters Trust website, along with a disclaimer saying that it is only based on a very small response number, and that this had been done by QPR 1st as an experiment.

g) The Ground

Justin explained that the Trust had made contact with the council and asked them some questions in relation to ground queries and any planning
applications. A response was received by Mark Aplin, who is an employee on the planning department part of Hammersmith and Fulham council. His email can be viewed at the end of these minutes for interest.

Bill expressed some concerns he has, especially with the new administration that has recently taken over the running of the council, and Justin said that the UDP (Unitary Development Plan) policies in place are being replaced by policies called LDF (Local Development Framework). These will actually hold more water than the current UDP policies, as they will be a legal requirement that will be voted on and put together by stakeholders within the borough. He said that the Trust fully intends to be involved next May in the consultation stage of something called 'Preferred Options' which is to involve consultation over the next two years.

It was explained that this could be good news because if the property/ground were to be land-banked in any sale a UDP as it currently stands means little, however the statutory part of an LDF would have more meat to it.

There was a discussion about the council need for open space and the
possibility of them opening a small park on part of any such land and then
agreeing for the rest to be used for housing (this was in relation to the
Loftus Road site).

The planning department confirmed there were no current planning
applications on the ground.

The issue of relocation was mentioned and Tracy informed that she'd had a conversation with Brian Rowe earlier on that day to ask him if he had any information regarding this issue that might be useful for those attending the meeting to be aware of. He said that the feasibility study had been finished and that he was waiting to hear back from the party that would be preparing the final findings from it. He also said that there could be the possibility of a new stadium within the London Borough of Hammersmith and Fulham, but that this possibility was at a very early stage, but that this could be something to look towards for the future.

h) Supporters Voice and Where do we go from here?

The meeting then moved on from what we know to the theme of what is/is not feasible in the discussion document? Bill commented that he had not read it and there were also one or two others in the room that said they also had not had time to read it and Stephen said that the whole idea of it is for it to be a long-term solution and that if such a venture were to take off then it would require high finance. It was mentioned also how so far only the internet based supporters had been targeted and that whatever is shaped for the future would need to get out to the wider fanbase, not only to get the majority backing, but also to encourage others to get involved with the skills required.

Dave Thomas reiterated the point of the need to have basic understanding about what is going on and how the importance of openness must never be underestimated.

He then went on to raise the point that everyone must be satisfied that they are happy and satisfied about working together and a discussion then took place about the need of inclusion for everyone. It was explained by Tracy that there were extenuating circumstances as to why there was no representation from the Friends of QPR group and that there were workreasons as regards to why the other two supporters could not make the meeting.

The subject of the arranging of future meetings was raised and it was
suggested by Dave Anderson that perhaps a meet up by those in any
discussions could meet up after home games?

Stephen spoke about the need of building trust between the supporters and there was agreement with this.

Justin then began to talk through the document a little, saying that the
idea is to raise a significant amount of money. Or secure the ground. Or
even look at ways of refinancing the ABC loan; perhaps even by starting off by finding out if there were anything illegal in it, thus giving some
leverage somewhere. He said that Derby County, who were recently able to get out of their loan agreement with ABC, have been very closed mouthed about it, though the Co-op bank were able to do the negotiations on behalf of the consortium that took over Derby.

He spoke about possible objectives and talked a bit about CIC's (community interest companies), which are regulated, and have their assets locked for specific purpose, which could be a vehicle for supporters to look at for some kind of ground securing purpose.

The question was then posed where does everyone go from here? It was
suggested that the first thing is to report back on meetings held by any
reps about any discussions that take place and that it might be a good idea for those in agreement in the room to continue with discussions as an interim group until a proper working party can be established, to include people with relevant skills and expertise in various fields to enable any venture to progress further.

Stephen suggested that as a starting point minutes from the meeting be
published once agreed on and for action points to be taken away to be worked on.

There was an agreement that positives to be taken away is that the meeting and discussions had brought about actions and the commitment to talk from all levels of the various supporter groups and QPR supporters website information channels. It was also agreed that another positive is the commitment to look towards bringing in the skills required to further any potential supporters' project. And there was also the agreement on the important point that each group involved must be able to carry on with their own remit outside of any Rebuild discussions.

Mark of the LSA, Paul and Bev from the supporters club, and those from the Trust were all keen on this point being reiterated and fed back to their relevant organisations.

Justin continued with talking through some of the document, raising the
possibility of the ground being held in trust, speaking of possible benefits
in that it would give the fanbase something to say "we're part of it".

Ground purchase as a possibility was mentioned which could be done by
offering bits via equity purchase.

The question was then asked if anyone in the room felt that they personally could not/would not deal with the club chairman/and or/board and there was a discussion about how there are some supporters that feel very strongly about not dealing/doing business with the chairman and the importance of appreciating such opinions, and indeed how those opinions can be included within any scheme in order to help it appeal to most, whatever their thoughts or opinions.

Julia said that to her, any scheme would need to be watertight, with any
funds going into a ring fenced vehicle, to ensure not one penny goes to
anything or anyone bar the specific purpose.

Bill asked a question about when would it be the right time to ask others to be involved if there was awareness of other people with skills that could help to take any venture forward, and Stephen said that basically if anyone knows of anyone with any skill they feel of relevance that would be able to advise/take things forward (such as legal, financial, commercial, marketing issues etc), then to start the process of approaching such people now. DT stressed the importance of the need for a framework to be in place in order to encourage people with the skills to come forward.

With time now pressing on the main action points were:

- Set up an internet/email group in order to allow further
discussions to go ahead

- Minutes from the meeting to be typed up and then sent to those in
attendance for approval (just to check on things like figures to ensure no
misinformation is given out) before being released

- Write to the club asking them if we can see the terms and
conditions of the ABC loan

- Ask the club a few other questions that arose from the discussions


Meeting finished at 5.20pm.

Appendix 1: Email received by Justin Cottage from Mark Alpin from the planning department part of Hammersmith and Fulham council

Dear Mr Cottage,

In response to your queries:

1. A number of UDP policies apply. It is a Community Service use the council would like to see normally retained (chapter 8) and there is a specific policy for Professional Football Grounds (CS3) seeking continuation of football or similar uses. Moreover it is designated in the UDP and its Proposals Map as an Open Sporting Facility (UDP Appendix 4.7) and is therefore protected by EN22 (chapter 4 of the UDP). In this policy, development is not permitted without preserving open character and its sporting function. The UDP and interactive Proposals Map is available on our website.

2. I have not found any recent planning applications concerning the site. Searches for these can be done from LBHF's homepage. (I am including Catherine Smyth, whose team would have received any application, in this email).

3. I did not find any permissions of note that would appear still applicable.

4. The council always welcomes input from stakeholders in the borough in planning for the future of LBHF. We have produced a Statement of Community Involvement (SCI) in Planning to set out how you can get involved. The SCI can be seen on the Local Development Framework (LDF) pages of the planning site of www.lbhf.gov.uk. The LDF will eventually include policies replacing the UDP. We have undertaken preliminary consultation on issues facing the borough (seen on the 'Issues and Options' link of the LDF page) to produce the new plan, and expect to go out for consultation on the crucial stage of Preferred Options in about May next year. Please check the LDF website for further news of Preferred Options, it will also be advertised in local newspapers and the council magazine. I would strongly advise your organisation to get involved in this, as this will determine the future statutory plan for the borough.

Use the "Local Plan" link on the left hand side of the Planning page on lbhf.gov.uk to access both UDP and LDF details. I hope this helps, if you have any further queries please email me again or call on 0208 753 3384.

Yours sincerely,

-Mark.