Annual Report for the Year Ended 30 June 2012
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AFC Annual Report for the year ended 30 June 2012 Aberdeen Football Club plc Company number SC005364 Annual Report for the year ended 30 June 2012 Directors and Advisers Contents Page CHAIRMAN Chairman’s Statement 1 Stewart Milne (non-executive) Business & Financial Review 3 EXECUTIVE VICE-CHAIRMAN George K Yule Report of the Directors 5 CHIEF EXECUTIVE Independent Auditor’s Report 8 Duncan G Fraser Consolidated and Company Profit and Loss Accounts 9 DIRECTORS Gordon A Buchan (non-executive) Statement of Total Recognised Gains and Losses 9 Colin I Welsh (non-executive) Ian Jack (non-executive) Note of Historical Profits and Losses 9 SECRETARY Balance Sheets 10 E David Johnston Consolidated Cash Flow Statement 11 Notes to the Consolidated Cash Flow Statement 12 REGISTERED OFFICE Pittodrie Stadium Notes Forming Part of the Financial Statements 13 Aberdeen AB24 5QH Notice of Annual General Meeting 23 BANKERS INDEPENDENT AUDITOR SOLICITORS NOMINATED STOCKBROKER Bank of Scotland Deloitte LLP Paull & Williamsons LLP Brewin Dolphin Queens Cross Branch Chartered Accountants Union Plaza Blenheim House 39 Albyn Place Union Plaza 1 Union Wynd Fountainhall Road Aberdeen 1 Union Wynd Aberdeen Aberdeen AB10 1YN Aberdeen AB10 1DQ AB15 4DT AB10 1SL Shareholder Information The Company has one class of share capital, Ordinary Shares; all Ordinary Shares have identical voting and other rights. At 31 October 2012 the Company had some 2941 (2011 - 2935) shareholders whose holdings can be categorised as follows:- Size of Shareholding No. Of Shareholders No. Of Shares 000’s 20000 shares or over 20 4521 10000 – 19999 shares 14 181 1000 – 9999 shares 206 529 Under 1000 shares 2701 612 2941 5843 SHARE MARKETING ARRANGEMENTS The Company has entered into an arrangement with Brewin Dolphin, Stockbrokers, Blenheim House, Fountainhall Road, Aberdeen, AB15 4DT telephone 0845 213 1110, who are regulated by the Financial Services Authority, to act as nominated stockbrokers to the Company and to operate a matched bargain service designed to bring buyers and sellers of shares together. Any shareholder wanting further information on their shares should contact David Johnston at Pittodrie Stadium on 01224 650400. Aberdeen Football Club plc i Chairman’s Statement The period covered in this report has been There has been a general recognition across the most tumultuous in the history of Scottish our supporter base that the senior squad has football with the latter part of the season a more robust and balanced look to it and the dominated by the headlines arising from the team has certainly started the current season Rangers FC situation, and SPL clubs faced satisfactorily with a series of very encouraging with difficult but important decisions arising performances and results taking the Club from this. From the outset, Aberdeen Football as high as third in the SPL. Maintaining Club took on board our supporters’ views and improvement in our first team performances the Club maintained its position on sporting on a more consistent basis over the current integrity throughout. For the sake of Scottish season will be a significant factor for us all football let’s hope that a line has been firmly in turning around the fortunes at AFC in the drawn under this event and that we all move longer term. forward. Preparations for the move to our new Despite an improvement in our on-the-field stadium at Loirston were given a set-back performances under the direction of Craig when Aberdeen City Council rejected a Brown and Archie Knox as they continued request for an extension of time to conclude the rebuilding of the senior squad, we an agreement in relation to the Calder finished the season in an unsatisfactory Park development including additional 9th position, which was also the case in the car parking provision and a second access preceding two seasons and this led to drop road to the stadium which were conditions in attendance levels, particularly towards the of planning consent for the main stadium end of the season. This was the key factor in project. We continue to investigate the Club’s a disappointing league campaign which puts options for Loirston and alternative sites with pressure on all aspects of the business and is a number of interested parties and remain something which the Board is committed to confident that a satisfactory solution will addressing going forward. be found in due course. Much of the work relating to Loirston and Calder Park remains After a relatively busy close season during absolutely relevant to our intentions to move which time the Club was linked with many out which is why the Board continue to hold as of contract players we ultimately brought in an asset the development costs to date. four new players and saw others leaving the Club as their contracts expired. This report shows that the Club’s net assets are less than half of its called up share capital. As a There was also a significant Board room re- consequence of this the Directors are obliged structuring with Ken Matheson, Hugh Little, to convene a general meeting of the company Martin Gilbert and Chris Gavin stepping to consider whether any, and if so what, steps down and well known local businessman should be taken to deal with the situation; and Chairman of the successful Sports this is the first item of special business to be Village George Yule joining the Board as Vice considered at the Annual General Meeting. Chairman, to strengthen the executive team The Directors have prepared proposals for and lead the business turnaround ahead of the dealing with the position and consideration Club’s proposed relocation to a new stadium of these proposals will form the remaining at Loirston. In addition to these changes special business of the Annual General Willie Miller also left the Club, after stepping Meeting. down from his role as Director of Youth Development. I would like to put on record my personal thanks for the contributions made by all our former directors. Aberdeen Football Club plc 1 Over the past few years the major shareholders of returning AFC to its rightful place in the have invested substantially in the Club with top quartile of Scottish football and capable interest-free loans now standing at £5.75 of presenting a serious challenge across million in aggregate. Part of this amount has all competitions, culminating in the Club’s been used to finance the development costs participation in European tournaments on a of the new stadium as described above and more regular basis. part to provide finance for the business. The major shareholders now wish to make this We recognise that the financial challenges investment in the business permanent and to presented at Club and Scottish level will this end and subject to shareholder approval demand that we deliver even more talent it is proposed to convert the loans over time from our Youth Development system, whilst into a new class of Preference Shares. balancing this with an appropriate cost base that is aligned with the realities of the football After the ordinary business of the Annual industry in Scotland. General Meeting has been concluded, the shareholders will be asked to vote on a special There is still much to done in the months and resolution which would create this new years ahead to ensure the future success and class of Preference Shares, and to give the sustainability of Aberdeen Football Club and Directors the authority to allot the new shares we recognise and appreciate the continued in satisfaction of the Company’s obligation to support from AFC fans, sponsors, investors and repay the loans. The new shares would carry staff as we press ahead with our turnaround no voting or dividend rights and would not be strategy. redeemable, but on a return of capital would be entitled to payment in priority to the Stewart Milne ordinary shares. No new cash will come into Chairman the Company as a result of this conversion, but over time its financial position will be considerably improved by removing liabilities from its balance sheet totalling £5.75m, and by the corresponding improvement in the ratio of its net assets to called up share capital. Scottish football as a whole continues to experience major challenges across a number of fronts, including a possible restructuring of the professional game to deliver a more competitive and higher quality product offering more meaningful matches to attract increased levels of support from fans and broadcasters in future. AFC has a key role to play in defining the future structure, shape and format of the SPL and we remain fully committed to satisfying not only the needs of our Club, but also all of the stakeholders in Aberdeen Football Club and Scottish football. In summary, we have carried out significant changes at the Club since the previous Annual General Meeting with the intention Aberdeen Football Club plc 2 Business and Financial Review Introduction Replacements were found for Sone and In my report last year, I underlined the Richard, but it was difficult to see Jack move importance that we put on the development on when we had invested much time in a of a more consistent performance on the young player and had such high hopes for park. The early season form of the first team his future at the Club. However, we wish him with an unbeaten run of 12 games would well and will follow his career with interest. indicate that progress is being made in this direction with a much more attractive Wages fell slightly from £5.093m to £5.018m style of play on show. Results were not but after adjusting for termination payments always exactly as we would have liked, but showed an increase of £255,000 due to the the team has demonstrated a resilient side wage bill from the new in-house club shop to their character that has been absent for coming into the figures for the first time some time.