Wycombe Wanderers Supporters Trust (“WWST”) – an open meeting was held 19 April 2004 to seek mandate from supporters for the launch of a Supporters Trust as the result of potential changes to the constitution of the football club. The aim being, with Supporters Direct (now the Football Supporters Association) guidance, to have a vehicle for supporters to (1) raise funding for Wycombe Wanderers Football Club (“the Club”), and (2) act as a voice for putting the collective views of a broader supporter base to the Club.

Proposal to create WWST was passed and a Working Party mandated to register a Trust. WWST was registered with the Financial Services Authority as an Industrial and Provincial Society. For technical reasons, it was formally registered as Wycombe Wanderers Supporters’ Society Limited, known as Wycombe Wanderers Supporters Trust with 170 members signed up.

A target was set to raise £100,000 over two-years to enable purchase of 100,000 shares in Wycombe Wanderers Football Club plc (“the plc”) so that WWST could take up a seat on the club board. At 18 February 2005, with membership fees, a donation of £5,000 from the Official Wycombe Wanderers Supporters Association and a loan, WWST paid £50,000 to acquire 100,000 shares on a partly paid (50p per £1.00 share) form. The second £50,000 tranche was paid February 2006.

Wycombe Wanderers Founder Shareholders (“WWFS”) is a group (limited to 500 maximum) that were either members of the football club before its conversion into a plc or people that subsequently joined the Wycombe Wanderers Founders Trust. Founder Shareholders had to have had a season ticket for at least three consecutive seasons. They invested in ordinary £1 shares at £1 per share in the plc, also receiving One £1 Founder Share in the plc.

Founder Shareholders were also required to pay a subscription of £10 pa (£2pa for Senior Citizens) to the Wycombe Wanderers Founders Trust. These ‘Founder Shareholders’ were granted various “Founder Rights” (see below) at that time which prevented the plc from taking certain actions without the consent of the Founder Shareholders.

Founder Rights: Founder Shareholder agreement (incorporated within the Articles of Association) is required to:

*NOTE*: there were originally seven Founder Rights, but three were lost at the time Steve Hayes acquired 100% voting control of the Club – see below.

If an individual holder dies (or is made bankrupt), their shares must be transferred to the Trust. Founder Shares can also be transferred to the Trust if a Founder Shareholder ceases to hold a current Season Ticket.

Wycombe Wanderers Founders Trust Limited (“WWFT”) – which subsequently became Wycombe Wanderers Supporters Group Ltd, (see below), was founded circa October 2004 to hold all Founder Shares no longer owned by individual Founder Shareholders. Its inaugural AGM was held on 24 November 2004. WWFT was granted the right to appoint a member as a club board director without the need to purchase a shareholding in the plc.

Wycombe Wanderers Trust Limited – following transfer of Engagements (property, obligations, assets and liabilities) from Wycombe Wanderers Supporters Society Ltd to Wycombe Wanderers Founders Trust Ltd the two were unified in September 2008, adopting a new Memorandum and Articles of Association, and renamed Wycombe Wanderers Trust Ltd (“WWT”).

In 2009, WWT entered into an undertaking with the then owner of the plc, Steve Hayes, that if he decided to sell WWFC, WWT would have first refusal to acquire it. (*NOTE* Total membership at the first WWT AGM held on 30 April 2009 was 466).

WWT was re-registered as a Society under the Co-operative and Community Benefit Societies Act 2014 in 2014 with the express purpose of representing the views of supporters and protecting the long-term interests of the Club.

Wycombe Wanderers Supporters Group Limited – when the opportunity arose, on 29 June 2012 WWT acquired full voting control of Wycombe Wanderers Football Club Ltd, including Adams Park and the Marlow Road training ground. The structure was reformed into a group with WWT becoming the holding company, Wycombe Wanderers Supporters Group Ltd (“WWSGL”), and with two 100% owned subsidiaries:

  1. Wycombe Wanderers Football Club Limited, the football club (“the Club”) was formed in 1887 as Wycombe Wanderers FC, a members’ club, based at the Steam Engine public house in Station Road, High Wycombe. It moved to Loakes Park in 1895, then to Adams Park in 1990 and achieved league status in 1993/94 season. Wycombe Wanderers Football Club Limited was formed in 1980, but it was not until October 1986 that the assets of the members’ club were transferred to it. The club became Wycombe Wanderers Football Club plc 25 August 2004. It re-registered as Wycombe Wanderers Football Club Limited, a private limited company, 06 August 2009 at the time Steve Hayes acquired control of 100% of the voting rights.
  1. Frank Adams Legacy Limited (“FALL”), formed as the asset holding company as WWSGL took the decision to protect the assets of the Club by immediately transferring Adams Park, the Marlow Road training ground and the Club’s memorabilia into FALL.

WWSGL was, with guidance from Supporters Direct (now the Football Supporters Association), registered as a Community Benefit Society. The members elect a Trust Board which exercises oversight of the Trust’s two subsidiaries: WWFC and FALL. Both subsidiary boards are responsible for the day-to-day operation of their respective businesses. The WWSGL Board then reports back to the members who were ultimately the owners of the Club.

When WWSGL purchased the full voting shares in Wycombe Wanderers Football Club Ltd from Steve Hayes, the long-term debt was negotiated down.

With the majority (£2,000,000) of the debt being owed to the former owner. The intention was for the Club to pay rent to FALL who would then repay the long-term creditors within an agreed repayment plan. Loan repayments to Steve Hayes commenced July 2014 and were properly maintained. The then reduced outstanding amount was fully repaid from receipt of the sell-on monies received from the July 2016 sale of Jordan Ibe by Liverpool to Bournemouth.

In March 2013, with WWFC finances still in a precarious state, a consortium of Ivor Beeks, Brian Kane and Ian Keizner, purchased the Marlow Road training ground for £350,000 and leased it back to the Club. FALL was given a buy-back option. The consortium also gave a written, but informal, commitment that, should WWFC decide it no longer required use of Marlow Road and it was sold to a third party, the consortium would allocate a share of any potential profit being generated back to the Club.

Due to WWFC being unable to meet rental payments, the buy-back option lapsed. Despite rent arrears reaching significant levels, the consortium continued to be very supportive of FALL / WWFC and did not enforce any of the potential legal remedies available to it. The profit share commitment, being informal, potentially remains available.

Stephen Hayes (“SH”) became Managing Director of the plc in April 2005.

Between then and 18 June 2009 he injected loans totalling £6,893,000 to the plc. However, with the plc losing an average of £1,400,000 per year over the previous three years, SH advised he would withdraw his financial support unless he was able to acquire 100% voting control. Resolutions to permit this were passed 06 July 2009 and SH (1) capitalised £3,000,000 of loans, (2) froze the right to repayment on the remaining £3,893,000 until at least 30 June 2014, (3) undertook to provide WWSGL £1,500,000 to start a new football club in the event the plc was to go into liquidation and, (4) gave WWSGL the right of first refusal in the event he wished to sell his interest in the plc, subject to WWSGL matching any third party offer received.

The Founders Trust lost the right to approve any:

A proposal for a 17,500 / 20,000 seat Community Stadium and Sports Village at Wycombe Air Park, Booker to be shared by the Club and London Wasps was launched in March 2010. However, following a public consultation, the plans were subsequently declined by the Council in July 2011 amidst infrastructure concerns.

In mid-2012 SH offered WWSGL the opportunity to acquire full ownership of the Club.

Centre of Excellence – it was also agreed in 2012 that WWFC would close this down as the club was unable to maintain its funding.

Football Foundation Grant – FALL took over responsibility for the £1,500,000 grant that had been obtained from the Football Foundation in c.2000 and which had been used to part finance the building of the Frank Adams Stand. The grant is being written down in the FALL Profit & Loss Account over 30 years.

Legacy Membership – the structure, established in 2013, was designed to ensure that the legacy members were given ‘Enshrined Rights’ on which they had to be consulted:

Fund raising – with commercial finance proving difficult and expensive to source, to assist with generating additional funds to run WWFC, the Trust launched three projects:

  1. Chairboys Funders Ltd

In May 2013 a five-year term facility under which Trust members could lend to the Trust secured by a first charge over Adams Park was launched. This raised £450,000 with interest of 8% pa payable. Not being in a position to repay the loan in 2018, the facility was extended for a further five years, but with interest now at 4% pa, or 2% pa over Bank of England Base Rate if Base Rate exceeded 2%, but with an overall cap of 6% pa. Some original members were given the opportunity to seek repayment as a sufficient level of replacement funds had been sourced. The loan was fully repaid as part of the 21 February 2020 agreement to sell a 75% shareholding in WWFC to Feliciana EFL Ltd (Rob Couhig).

  1. Community Share Scheme

August 2014 saw the soft launch of this scheme, looking to raise £500,000 initially. Full launch took place in March 2015 aimed at raising £2m over five years to provide long-term funding to:

It was considered unfair to seek additional voluntary donations, and a share scheme was seen as an alternative that could provide members with a return. Investment amount being minimum £100 and maximum £100,000. The shares did not carry any voting rights, but had the potential to receive interest of up to 2% over Bank of England Base Rate, dependent on the Club’s financial results. Payment of interest would be at the WWSGL Board’s discretion and be added to the shareholder account, not paid in cash. No interest to be paid in the first two years.

HMRC approved the scheme for benefit of Enterprise Investment Scheme relief allowing individuals, subject to personal circumstances, to claim tax relief of up to 30% on their investment. In June 2018 with WWFC having been in existence in its then current form for over seven years, HMRC terminated the tax relief, only allowing shares purchased up to the end of the 2017-18 fiscal year to qualify for the tax relief benefit, as long as they were held for a further three years.

Withdrawals were only allowable from February 2018, subject to:

As of 29 February 2024, no withdrawals have been permitted.

Where a shareholder has died, their shares have either been passed to a nominated relative, or in some cases, surrendered back to WWSGL.

  1. 500 Club

Launched in September 2016, this was designed for the specific purposes of helping fund the signing of new players, Scott Kashket being the first. Together with a second scheme in season 2019-20, the 500 Club raised c.£170,000.

Sale of club – between acquiring the club and September 2018, several unsolicited approaches were received from different organisations expressing interest in purchasing the club. However, they generally lacked substance and all were deterred once asked for a deposit.

In September 2018 it was agreed that WWSGL should actively seek an external investor(s). Various interested parties came under consideration and in October 2018 it was announced that a joint bid from Bill Luby and Jim Collis was the preferred option. Luby / Collis provided WWFC with a £500,000 unsecured loan that was intended to be converted to equity on successful conclusion to their bid.

At the same time, Trust membership increased rapidly as those eligible sought to register their qualification as a Legacy Member in order to secure their vote on the club’s future.

Just as the Luby / Collis sale was progressing towards a members’ vote, Andrew Harman, an ex-player (supported by a number of Trust members) sought to lodge a bid of his own. This was later withdrawn after the Trust Board expressed a preference for the Luby / Collis bid. However, in April 2018 Luby / Collis withdrew their offer although they left their loan in place for repayment on completion of a subsequent sale.

The Board sought alternative offers and, within days, numerous new approaches were received and the Board, after intensive scrutiny, agreed to further negotiations with Rob Couhig. A deal through his company Feliciana EFL Ltd was agreed in principle in July 2019. Legacy Members were given the opportunity to meet with and question the potential new owner before the offer was put to them for a vote in October 2019. The result was an overwhelming endorsement and the deal was finally completed 21 February 2020. WWSGL retained a 25% stake in WWFC and two Trust nominated directors on the club board. All pre-existing debt was fully repaid, the Enshrined Rights were embedded in a ‘Golden Share’ held by the Trust. Importantly, FALL retained full ownership of Adams Park free of any debt or security encumbrances.

25% ownership carried the commensurate obligation to fund 25% of any future capital requirements and, with WWFC not proving to be inherently profitable outside the Championship, this commitment proved to be a major ongoing concern for the Trust.

It became increasingly clear that there was major infrastructure investment required in the stadium, pitch and training ground facilities and, with the club back in League One, the larger central funding amounts were not available to assist with these. Rob Couhig had committed that there would not be any cash calls made on the Trust without ‘adequate’ notice first being given.

Opportunities were very limited for the Trust to raise the level of funds that would cover its share of any capital call (the Trust would have to provide £250,000 of every £1,000,000 required), particularly with both the Club and Trust effectively having to mine the same supporter base.

As a result, in mid-2022, dialogue commenced between the Feliciana directors and the Trust to explore an alternative funding structure. As part of this, an enquiry was made by Feliciana regarding the potential purchase of Adams Park, (a figure of £3m was tentatively mentioned), but no formal offer was ever made to the Trust Board.

Heads of Terms on a restructured investment arrangement between Feliciana and the Trust was agreed in October 2022. The full Trust membership was given the opportunity to approve the deal in principle, which they overwhelmingly did following a meeting on 09 November 2022. However, various delays / re-negotiations between Feliciana and the Trust then ensued.

At the same time, with the guidance of the Football Supporters Association and their supporting lawyer, the Trust was updating its Rules, the new version being approved by the Financial Conduct Authority 08 February 2023.

A consequence being the delay in finalising the investment restructure agreement meant, under the new Rules, the restructured investment arrangement now required the approval of Legacy Members rather than being able to be approved by the Trust Board.

Following further negotiations and detailed refinement, the restructured agreement was eventually completed and signed 29 April 2023, resulting in:

Legacy Members were asked to vote on this and, at closure of the voting period on 16 June 2023, it had been again overwhelmingly approved.