Overview of the Trust’s approach to the search for new investment

— 9 minute read

OUR ROLE IN SHAPING CHELTENHAM TOWN’S FUTURE

The process outlined below applies to any offer for any portion of the Trust's shares as part of a takeover, regardless of the Club's or the Trust's circumstances at the time the offer is made.

Finding the right people to help take our club forward is of the utmost importance. As a significant – albeit not majority – shareholder in Cheltenham Town AFC Ltd, the Robins Trust has an important role to play in any process that could lead to a change of ownership.

Therefore, we want to be clear with our members, and the wider Cheltenham Town community, on the ongoing approach we will take to support that process.

We have split the page into two clearly-defined sections, which we will continue to update throughout the process, as and when needed:

THE TRUST'S POSITION ON NEW INVESTMENT

Right from the start of this process, we made it clear to our other major shareholders and the club board that the Trust’s shareholding was not on open sale.

Any decision on whether the Trust would sell its stake in the club is ultimately one for our entire membership. Therefore, it must be an informed decision.

We have always been open to working alongside new owners, investors, or major shareholders, but only if their plans dovetail with our constitutional objectives.

OUR CONSTITUTION

The Trust is registered with the Financial Conduct Authority and the Football Supporters Association as a Community Benefit Society – our purpose is to do exactly that: benefit the community of Cheltenham Town Fans.

Our rules, particularly rules 3 and 4, are clear over what our role entails:

COMMUNITY BENEFIT PURPOSE

  1. The Society’s purpose is to be the vehicle through which a healthy, balanced and constructive relationship between the Club and its supporters and the communities it serves is encouraged and developed. The business of the Society is to be conducted for the benefit of the community served by the Club and not for the profit of its members.

OBJECTS

  1. The Society’s Objects are to benefit the community by:

4.1 being the democratic and representative voice of the supporters of the Club and strengthening the bonds between the Club and the communities which it serves;

4.2 achieving the greatest possible supporter and community influence in the running and ownership of the Club;

4.3 promoting responsible and constructive community engagement by present and future members of the communities served by the Club and encouraging the Club to do the same;

4.4 operating democratically, fairly, sustainably, transparently and with financial responsibility and encouraging the Club to do the same;

4.5 being a positive, inclusive and representative organisation, open and accessible to all supporters of the Club regardless of their age, income, ethnicity, gender, disability, sexuality or religious or moral belief.

WHAT WOULD WE ASK FROM A POTENTIAL INVESTOR OR NEW OWNER?

At the beginning of the search for further investment from the other major owners of the Club, the Robins Trust did not join them in putting our shares up for sale, as this is not compatible with the existing Objects of our Society (see above).

Regardless of the ownership structure, we've been clear in the steps that we believe the Club should take in our Building for the Future plan and believe from discussions that the current Club Board are broadly supportive of many of these moves, were there time and funds available to enact them.

Building for the Future would mark a starting point for the Trust's expectations and hopes for the future direction of travel with any new majority owner.

We have taken advice from colleagues at the FSA, and from other Trusts who have shareholdings at other EFL clubs, to compile a detailed list of questions.

As a significant stakeholder and representative of the fans, we would also expect any serious potential investor to meet with us to discuss and answer questions on the following broad areas:

  1. Ownership structure
  2. Corporate arrangements and safeguarding of club assets
  3. Club leadership, governance, and operational capability
  4. Fan engagement and role of the Robins Trust
  5. Football vision and development strategy
  6. Financial strategy and transparency
  7. Timelines, process, and stakeholder dialogue

Ownership structure

  • Are you seeking to join the Robins Trust as a co-owner, allowing us to retain our 15% ownership?
  • If not, what barriers does 100% ownership remove that, say, 85% does not?
  • What would be the disadvantages, in your view, of the Robins Trust retaining a minority shareholding?
  • How do you plan to engage with the legacy and values behind the fan-owned shareholding, including supporters’ contributions?

Corporate arrangements and safeguarding of club assets

  • Do you intend to set up a holding company to own the Club? If so, what is the rationale for setting up another entity to then own the Club?
  • If you were to set up a holding company, would you allow the Robins Trust to roll our current shareholding in the Club into the new entity and maintain our minority interest?
  • What are your intentions regarding ownership of key assets such as (potentially) the Whaddon Road freehold and the training ground?
  • Will these assets be owned by any specifically set up holding company, another entity, or held within the Club structure?
  • How will you ensure these assets are protected from speculative development or use for non-football purposes?

Club leadership, governance, and operational capacity

  • What are the main strengths of the unique operating model and management structure that the Club currently uses, what changes would you consider, and why?
  • Would you maintain the Robins Trust Appointed Director post (RTAD - formerly Fan-Elected Director (FED))?
  • How will you ensure that the board and executive team are equipped to manage significantly increased investment?
  • Do you plan to expand the Club’s staffing, including executive roles in operations, finance, and commercial management?
  • What could be learned from other clubs in terms of corporate structure? Which clubs would you point to as good examples?
  • As there are many female fans, those from different ethnic backgrounds and those with impairments, would you actively seek to recruit business leaders from underrepresented demographics to the Club Board and increase the wealth and diversity of the expertise?

Fan engagement and role of the Robins Trust

  • What is your vision for fan involvement, including the Robins Trust and supporter groups?
  • How will you support meaningful engagement structures, such as the RTAD (Robins Trust Appointed Director, formerly FED/Fan-Elected Director) and a Shadow Board?
  • Will you make commitments on long-term fan representation and governance?

Football vision and development strategy

  • What is your proposed footballing model for the Club (e.g. youth development, player trading, performance targets)?
  • How will you balance short-term first team success with longer-term investment in the academy and infrastructure?
  • What are your plans and priorities for improving training facilities, academy status, and stadium infrastructure?
  • What off-pitch revenue streams could be implemented/improved, and how what opportunities would they provide for investment in the footballing side of the operation?

Financial strategy and transparency

  • Can you commit to not loading debt onto the Club?
  • Will you publish full (management) financial accounts and be transparent about investment plans?
  • What is the intended breakdown and timeline for any proposed investment outlined in any offer?

Timelines, process, and stakeholder dialogue

  • What timeline are you proposing for each major phase (ownership change, investment, development)?
  • What is your approach for engaging with Cheltenham Borough Council and other stakeholders before progressing?

THE PROCESS WE WOULD FOLLOW TO ENSURE MEMBERS HAVE THEIR SAY

As the Board of the Trust we are custodians of the organisation and its shareholding, we would only put an offer to a members’ vote when the Trust Board are satisfied that an offer is credible, compatible with our Society’s Purpose and Objects and for the good of the Club - and only once the proposal is detailed and transparent enough to enable our members to make an informed decision on whether to support it or not.

At the time of any takeover offer being made, the Robins Trust Board will consider three issues:

  • Does the Club require investment at this time?
  • Is the proposed owner a suitable owner for Cheltenham Town Football Club
  • Are the terms of the offer from this proposed owner acceptable?

When considering these issues, we will be guided by our official purpose and objects, as written in our Society Rules (see section above).

If, based on these criteria, we are satisfied that an offer to buy the Club is credible, and the right move for the future of both the Football Club and our Society then we would follow a process along the lines below:

  1. Request detailed information and agree with the prospective owner the details that we can put into a package to share with Trust members in order to inform their vote.
  2. Agree and announce timeframes, including cut-off dates and eligibility for membership.
  3. Call a Special General Meeting for the purposes of the vote (whether this will be an Ordinary SGM or Extraordinary SGM would depend on the extent of the changes to our Society Purpose and Objects and will be decided at the Trust Board's discretion). The Robins Trust propose a period of not less than 28 days between dispatch of the detailed proposal information pack to members and the date of the Special General Meeting at which the vote shall be held - this is to allow careful consideration of the proposal.
  4. Hold a robust and secure vote on the proposal that is presented to our members.

If you would like to contribute any subjects that you would like us to seek clarity on from potential investors, or you would like to discuss the process that we have proposed, contact Jaimie Henderson or Sam Nair (Trust Co-Chairs) at info@robinstrust.org