Losing Sucks:  Notes from the EGM

28th March, 2007

Well in the end the extraordinary general meeting wasn’t so extraordinary after all.

In fact last week’s announcement of a deal between the new Millwall Executive Chairman John Berrylson and the Isle of Man based investor Graham Ferguson Lacey rather gave today’s proceedings a sense of anti-climax. Albeit a welcome one after the drama of the last couple of weeks …

So at the risk of giving away my own punchlines - the American investment was given overwhelming backing. Lions fans should regard this as good news as thus the club’s financial security was assured into the medium term future.

We can breathe a collective sigh of relief at today’s events I believe.

The EGM itself was well chaired by Heather Rabbatts. Not only did she handle the formalities of the EGM but she also dealt with the questions from the floor with aplomb. Top marks from me.

Alongside her on the top table were Constantine Gonticas, Stewart Till, Trevor Keyse and the new Company Secretary Tom Simmons. Apologies were received from Jeff Burnige who wasn’t able to make today’s meeting.

Heather began proceedings by first thanking former Company Secretary Dick Towner for his work on behalf of Millwall FC over the years. A round of applause followed from the floor. A very nice gesture for a long term servant of the club and a gentleman to boot.

Heather then outlined the background to today’s EGM being called. In short this was:

* The club has been searching for suitable new investors via its intermediates Seymour Pierce for some time now.

* None have been found with the right attitude of wanting the football to be the priority over the property play until Chestnut Hill Ventures.

* Heather stated that the football was of ‘vital importance’. She then went on to announce that both John Berrylson and Graham Ferguson Lacey were in the room. Which I took that to mean that both parties backed that statement.

* The deal reached between GFL and CHV had made some changes to the structure of the finance. As an example the interest rate had reduced from the original 9.5% to 9%. Also the warrants were each conditional on planning permission being given by the local authorities within three years.

* Additionally GFL had put up a further £900,000 for new shares at 0.03p per share. For this he gets a seat on the board and in return he backs the resolutions 1 through 6.

Heather then asked John Berrylson to stand and say a few words to the meeting.

This was of course our first glimpse of our new Executive Chairman. My first impression was of an impressive – even commanding - figure in a well-cut suit and exuding a very American style confidence.

John stated:

- That the GFL/CHV deal had been reached on the basis of a shared vision for Millwall.
- That both were agreed on football being the prime object.
- That the regeneration would ‘go forth’ as a benefit for the club.
- That new director Demos Kouvaris would be working on a financial strategy.
- Whilst John Berrylson would be working on a more overall strategy.
- That there was no ‘conspiracy theory’ to be had here. If there were one then Millwall FC was the beneficiary (a nice joke - some laughter at this).
- That GFL will be an invaluable ally in the future of the club.
- Both he and GFL were proud to join the ranks of the Millwall support.

John then went on to say that the support of Millwall fans over the past week or two had been invaluable. Indeed it had been ‘overwhelming’ in the face of some trying times. We had ‘made the difference’ and had persuaded him to stay when walking away would have been an easier option. Given that John Berrylson and the CHV team hardly need the money - I thought that was a sincere touch on his part.

In conclusion John stated that he’d read that the this deal had been described as the US Cavalry coming to the rescue of Millwall FC. If that were true then it had been ably assisted by a British battalion at its side – a nice quote and something that all Millwall fans can take pride from in my opinion. This generated applause from the floor and rightly so.

Overall my notes recorded that he displayed a strong mix of US style sincerity - with enough British sense of irony to make it palatable. Solid words and a good opening performance I thought.

The meeting then proceeded on to the actual nitty-gritty of the voting.

I shan’t bore you with the actual numbers here. I’ve listed the results in full below. Suffice to say that resolutions 1 – 5 were passed on a unanimous card vote with the hall so far as I could see. And the proxy votes also cast strong results in favour of the board involving figures around 6 billion votes and 98% yes votes.

Resolution 6 required a full poll of votes due to City and merger legislation. This was the clause that waived the CHV investment from its normal duty to launch a full takeover if the deal results in them becoming a 30%+ level shareholder.

There then followed a number of questions from the floor:

Q – What will shareholders get out of this? Why will new fans come to Bermondsey?

Heather stated that she accepted that Millwall fans had heard many times over the years that better times were around the corner. All that she could say by word of reply was that both John Berrylson and Demos Kouvaris were here to plan for our future. And the future is the only thing that any of us are able to influence…

Heather also stated that she recognised that on-field performances were critical to filling the ground. However she wanted to reach out both to those older fans who no longer came and also the new fans who had yet to find us. Football though is a tough marketplace.

Q- Just what IS the regeneration?

Heather stated that the development would be mixed use involving housing, retail, leisure and even a hotel. One could almost feel the collective mental image of a romantic two night stay at the Bermondsey Hilton circulate the room at this point.

Perhaps this inspired the next questioner to take a more aggressive line toward John Berrylson:

Q – What about the financial loss incurred by small shareholders over the years? And why should Millwall fans accept the sincerity of the Americans?

Heather began the reply by stating that the search for new investors had included the desire to find investors who were ‘passionate about football’ as well as being here for the property play. She believed that in CHV we had found that balance.

At this point John Berrylson stood. He made the point that CHV had already financially intervened twice on behalf of Millwall twice this season to keep us afloat.

He also stated that he understood that fans had felt that they’d been deluded over time.

However the simple truth was that there was no other game in town for Millwall than this deal. He offered the questioner / heckler the chance ‘to step into his shoes’ if he had £5 million to spare. At least he didn’t offer the bloke outside I wrote in my notes. The questioner expressed scepticism at his reply. Berrylson replied that he didn’t care if the guy felt sceptical.

An edgy exchange then.

But one that was if realistic if nothing else. Millwall needs money and GFL / CHV are supplying it where nobody else will. Bottom line time.

Heather closed this exchange of views with the comment that everyone had to be judged by their actions. As indeed she has asked to be so herself in the past.

The final question came from me. Well you wouldn’t expect me to go along and not say anything would you?

Q – I stated that the CHV interest in US sports was reassuringly well documented on the internet. But what was it that attracted GFL to the club? Was it football?

This gave us our first chance to hear from Graham Ferguson Lacey. A big man with a voice that projects well without the aid of a microphone.

GFL stated:

* That he’d been hugely encouraged in this investment by his 12 year old son.
* That he wants to achieve winning football at The Den.
* He spoke of achieving Championship level and even the Premiership.
* Worryingly he mentioned Ben May as a source of goals for this promotion surge…
* He mentioned that he was pleased to be working with the Americans.
* He offered long term commitment but asked for patience to be shown.

He drew applause from the floor. And so the meeting closed for the formal polling to take place.

Overall impressions then?

For me the Americans offer Millwall the chance of real success in years to come. My impression is that they are used to winning and have come to Millwall to achieve. As John Berrylson said ‘losing sucks’.

And after the last three years I really can’t disagree with him…

Nick Hart

Written on behalf of the MSC / FOTB / The Lions Trust

Wednesday, March 28, 2007

MILLWALL HOLDINGS PLC – EGM

Proxy appointment disclosure

Total number of shares in issue: 22,070,940,467

Proxy appointments were received from 1798 shareholders.

The following are the levels of proxy appointments received prior to the meeting:

Resolution 1

Number of shares

FOR: 6,272,422,668 - 98.9%
AGAINST: 24,652,547 - 0.39%

Chairman’s discretion; 45,051,829 - 0.71%

Total proxy votes cast: 6,342,127,044

% of total share capital – 28.74

Resolution 2

Number of shares

FOR: 6,126,864,884 – 96.6%
AGAINST: 168,777,654 – 2.66%

Chairman’s discretion; 46,440,340 - 0.73%

Total proxy votes cast: 6,342,082,878

% of total share capital – 28.73

Resolution 3

Number of shares

FOR: 6,268,882,344 - 98.88%
AGAINST: 24,788,617 - 0.39%

Chairman’s discretion; 46,394,656 - 0.73%

Total proxy votes cast: 6,340,065,617

% of total share capital – 28.73

Resolution 4

Number of shares

FOR: 6,260,638,769 - 98.76%
AGAINST: 26,741,044 - 0.42%

Chairman’s discretion; 52,170,796- 0.82%

Total proxy votes cast: 6,339,550,509

% of total share capital – 28.72

Resolution 5

Number of shares

FOR: 6,011,354,518 – 97.04%
AGAINST: 141,929,334 – 2.29%

Chairman’s discretion; 41,357,134 - 0.67%

Total proxy votes cast: 6,194,640,986

% of total share capital – 28.07

Resolution 6

Number of shares

FOR: 6,193.102.636 – 97.74%
AGAINST: 31,995,389 - 0.50%

Chairman’s discretion; 111,385,859 – 1.76%

Total proxy votes cast: 6,336,483,884

% of total share capital – 28.71