As part of this restricted action process, all Dons Trust members are being asked to vote twice on whether the Dons Trust rules can be changed to allow us to sell more shares in AFCW PLC (the entity that operates AFC Wimbledon) and allow us the option to reduce our ownership to no fewer than 50.01% of the shares.
The Dons Trust would always hold the majority voting rights and majority ownership of the Club.
The consultation last year indicated support among members for exploring proposals that could allow further investment while protecting fan ownership. Dons Trust members have repeatedly said in all surveys and consultations that the single most important thing to them is that we retain ultimate control of our Club and our Plough Lane home.
Where we are today
The Dons Trust currently controls nearly 80% of the voting rights in AFCW PLC and owns 69.7% of the shares. Our rules mean that we cannot currently sell equity (shares) in AFCW PLC which would take our voting rights below 75% +1 share.
We recently amended the articles of association of AFCW PLC to ensure that even if further shares are sold no single person can own more than 15% of the shares in the PLC and that the Trust will always have the majority (50.01%) of the voting rights.
That protection will remain in the AFCW PLC structure – this vote now is about whether the threshold in the Trust rules is allowed to change to enable more equity to be sold.
No minority shareholder would ever be able to change the articles of association of the PLC – i.e. the Dons Trust shareholding would always enable it to prevent any issue of shares that resulted in the Trust losing its majority shareholding status and overall control.
Shares and voting rights
Shares are essentially ownership rights in relation to a company and there are three separate parts to such rights:
- Capital Rights – the right to share in the growth of the company: all AFCW PLC shares are equal in this regard.
- Dividend Rights – the rights to share in distributions made to shareholders: all AFCW PLC shares are equal in this regard, but no dividends are envisaged for the foreseeable future as funds will remain within the company for expansion.
- Voting Rights – there are 2 types of shares in AFCW PLC – “Ordinary” and “Ordinary A”. Ordinary shares each carry three times the voting rights of Ordinary A shares. By owning more of the Ordinary shares, the Trust has managed to retain 80.0% of the voting rights even though it owns only 69.7% of the capital (shares) in AFCW PLC.
| Shareholder | Ownership % | Votes % |
| The Dons Trust | 69.71% | 80.00% |
| Other minority shareholders | 9.88% | 5.73% |
| Seedrs round – Seedrs nominees | 5.81% | 2.39% |
| Seedrs round – direct investors | 4.61% | 1.89% |
| Nick Robertson | 10.00% | 10.00% |
| Total | 100.00% | 100.00% |
Key thresholds – 50.01% and 75%
Holding over 75% of the voting rights is a useful control over any company under UK Company Law as this is the voting percentage required to pass a “special resolution”– the kind of vote required to alter a company’s rules and articles of association.
For example if a future board wanted to change the types of shares AFCW PLC could issue by creating a different class of shares which might have different rights associated with it – this would require the rules to be amended and therefore need 75% of shareholder voting rights cast in favour.
But there are two further considerations. First, it is not necessary for the Trust to have 75% on its own as a special resolution could still be carried with other shareholders voting in favour. Secondly, the articles have been recently updated to ensure maximum protection for the principles of fan ownership within AFCW PLC itself.
A company is run by its board of directors who make all operational decisions, but a company is owned by its shareholders who in turn can elect the board of directors. These board appointments require over 50% not 75% of the votes cast – so in order to remain fan-owned and controlled, having over 50% is the key threshold.
As majority shareholder, the Dons Trust is also in control of recruiting and appointing the chair of AFCW PLC, as we are doing at the moment.
Minority shareholder rights and threats to the Trust as majority shareholder
AFCW PLC rules mean that no one shareholder can own more than 15% of the voting rights. This threshold was confirmed by members as being important during the recent consultation process and has now been written into the articles of association.
All AFCW PLC directors are approved in a vote by Dons Trust members. On the board there will always be three Dons Trust representatives whose block vote can veto any activity against the interest of its members (the fans).
Minority shareholders could group together their voting rights to slow things down if they really wanted to. In an unlikely scenario where minority investors suddenly want to hamper the Club we would still control the majority of the voting rights (at a minimum of 50.01% for the Trust) which means we will always control our own PLC Board and destiny.
One final layer of protection or disincentive for anyone to attempt to take over majority control of AFCW PLC is that under the terms of the Plough Lane Bond, all debt to bondholders can be requested to be repaid immediately to bondholders if the Trust ever lost majority control of AFCW PLC.
Protections for Plough Lane – safeguarding our stadium
Some members are concerned that if we moved to a lower level of majority ownership that would put our stadium at greater risk. This is not the case. No change can be made to either of those without member approval.
No corporate voting and ownership restrictions could ultimately protect our club and stadium if we were to get into future significant financial difficulties. So, the single most important thing is that we manage our finances vigilantly and strategically.
In fact a more likely possible threat to the security of our stadium ownership would be through needing at some stage in the future to secure borrowing against the stadium again to help with cashflow or bond repayments.
2019 – Stadium shortfall
In 2019, when the funding gap for the building of Plough Lane was first revealed, the board at that time did not believe it would be possible to fund the completion of the stadium without significant and immediate investment.
They therefore recommended to members a proposal that would have sold 30% of shares immediately (taking the Trust below the 75% threshold) but this proposal was also contingent on giving the minority shareholders permission to issue further capital at any stage without any further approval or vote required. This would have meant that the Trust (and therefore members / fans) immediately lost control of the club. This proposal was vigorously opposed and rejected by members.
Thanks to the generosity of fans through the Plough Lane Bond scheme in 2020, and a short-term bridging loan, the club was able to finalise the construction of Plough Lane without needing to sell and lose those controls.
Some of that equity allocation (see ownership chart) is owned by individual fans directly (4.4%), some of it is owned jointly through the Seedrs crowdfunding (2.4%) and some of it is owned by our two most significant individual shareholders (Nick Robertson 10% and Ananth Nathan 3.2%). Approximately 6% is still available for investment.
By contrast this current proposal now could eventually see individuals each own up to 15% of the club, but there is no loss of control. Our ownership model has been strengthened since 2019 through the updates to the articles of association of the PLC.
This remains an imperfect solution. In an ideal world, there would be an off-the-shelf model akin to the German 50+1 legal structure, which is utilised not only by football clubs but also other businesses. Since there isn’t, the best we can do is attempt to replicate that as far as possible through provisions in the Trust constitution and the PLC articles.
External and financial pressures
The biggest potential threat in the medium term to fan ownership would come either from a downturn in financial performance, or the threat of losing the club’s football league place. An increase in the cost of borrowing would obviously affect the club’s financial prospects and a need to secure any external borrowing against the stadium again would be a step backwards.
A second iteration of the Plough Lane Bond in 2022 enabled the club to repay a bridging loan from MSP, which had been secured against the stadium. That means that since 2022 the club and PLC have been free of all external debt – all of our debt is from “friendly” sources through bonds held by fans and individual investors.
Against a backdrop of teams in Leagues One and Two being prepared to underwrite seven figure annual operating losses (primarily met through loans or cash injections from owners) the club is always under pressure not only to increase revenues, but also to allocate as much money as is prudent to football costs.
The lower the debt burden and annual cost of debt, the more money can be allocated to operating expenses. So far a part of player sale income from three high profile sales (Ayoub Assall, Ali Al-Hamadi and Jack Currie) has been allocated to debt repayment. The club would like in future to be able to allocate more of the income from future sales to be put back into the playing budget, fund future player acquisitions and investment projects. This too can only be done if other sources of finance are found.
All Trust members are understandably wary about potential threats to the club’s future from investor involvement – given what external investors and owners did to Wimbledon FC and what has happened to other clubs around the country. But we also need as boards and as fans to weigh up these concerns against the risks the club would face through financial difficulties.
We have already gone to our members four times for their direct financial support: 2003 bonds, Seedrs equity campaign, 2019-20 Plough Lane Bond 1 and 2022 Plough Lane Bond 2. We do not want to only rely on future generosity. We therefore must explore all avenues to ensure repayment of debts requested can be made at minimal impact to the available football costs – this in turn becomes much more achievable through increased equity investment.
This process is not about looking for an immediate sell-off. It is about widening the range of options available to us. Equity investment would only be pursued alongside fundraising and revenue growth across matchday and non-matchday income streams and commercial opportunities.
There isn’t currently a single investor waiting in the wings: this is a structural question about what it means to us as a membership and fanbase to be fan-owned and what we are prepared to compromise on, or adjust in our structure, to support our sustainability and our ambitions.
Clubs that have sold out of fan ownership
Some fans and members may be concerned that this change will make AFC Wimbledon more vulnerable to losing fan ownership. The boards do not think this is the case – because of the deliberately high thresholds in place to make changes under our restricted actions.
Restricted Actions Table
| No. | Action | Status |
| 1 | Any action that results in the Society’s voting capacity in AFCW plc falling below 75% +1 share | A |
| 2a | Sale of any freehold interest in Plough Lane | A |
| 2b | Any ground relocation from Plough Lane | A |
| 2c | Creation of any new leasehold interest in Plough Lane | A |
| 3 | issue of new shares in AFCW plc, or transfer of existing Society shares in AFCW plc, to 3rd parties | B |
| 4a | Any alteration in the ownership or corporate status of any subsidiary company that increases the influence of 3rd parties over any of those companies vis-à-vis the Society | A |
| 4b | Setting up any new subsidiary company that is not 75% +1 share owned by AFCW plc | A |
| 5 | Creating any agreement in respect of Plough Lane to leave the club having less favourable terms in respect of length of tenure, rights or rents paid | B |
| 6a | Name of the Club including nickname, or its status with the FA | A |
| 6b | The primary colours of the Club (yellow and blue) | D |
| 6c | The Club and associated subsidiary badges and crests | D |
This means that unlike those other previously fan-owned clubs in English football who have recently sold out to private ownership, we have extra protection and reassurance to ensure we remain fan-owned. This is especially important because we still don’t have the kinds of special protections in football or law, as in some other countries where fan ownership is normal, for example Germany or Sweden.
This vote will not make losing fan ownership more likely – it will give us more flexibility whilst always retaining majority ownership and voting rights.