West Somerset Railway General Discussion

Tom, for clarification, WSSRT is a charity, WSRA is not. You can donate to both. However you need to be clear about each organisations goals. But overall, you are absolutely bloody right.

 

I wonder if it's possible for the company to put a legal covenant on the shares such that it is required to use the funds brought in for the stated purpose; that way the share purchaser can be guaranteed the funds will be expended as intended. Surely it's not beyond the wit of legal minds to find a way to do this.

Noel

 

But why pay the lawyers when a direct means exists? Also, even if the funds are used in that way, the purpose of the donation goes beyond the terms of the restriction in providing WSRA or WSSRT with a shareholding; something of value even after the capital is spent.


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I'm pretty sure a Share Offer prospectus can do that by restricting the funds raised through the Offer to the stated purpose, though in practice prospectuses often (usually?) have language to allow Directors some flexibility. In current circumstances WSR PLC has no Offer and so it doesn't arise here.

(I'm not reopening the pros and cons of different methods of financing, just answering the point made).

Patrick

P.S. One can buy shares and donate them to a charity which can then claim the tax relief, but again those funds aren't ring fenced as a restricted donation to the charity would be.

 

I'm not sure that a charity is allowed to buy shares that are not tradeable in a commercial company.
Ian Coleby

 

Um no. The WSRA is also a charity....

 

The shares have no financial value whatsoever. As the late (and missed) Chris Dowrick used to say, "they are no more than expensive wallpaper". Obviously they carry voting rights.
Ian Coleby

 

How bizarre two charities within the same organisation, they obviously have different objectives?

 

That doesn’t apply in the case of the WSR plc which is not wholly (or majority) owned by anyone. The two charities (WSRA and WSSRT) both hold minority shareholdings in the plc.

 

Is there anything preventing me selling my shares, if I can find a buyer? If not then there may be a monetary value- just difficult to set the price since at present there isn’t much of a market.

 

I wonder what Paul Conibeare now thinks having bought 60,500 shares in the WSR PLC, as per the further links provided, for which many thanks.
(Paul has one of the highest shareholdings for an individual).

Robin White has 30,500 shares.

Aldfort has no shares, and Michael Rowe has 10,000 shares. Paul Whitehouse, WSRA Chairman, has only 1,000 shares.

The Somerset Council shareholding was surprising (less than expected) 500,000 shares.

The WSRA has 2,037,370 shares, and the WSSRT 1,911,567 shares.

All as per the last return 17th May 2018.

At that point JJP, or his associates, had no stake whatsoever in the WSR PLC as a shareholding so far as I can gleen, neither does Bob Meanley.

Total shares issued 22,620,123 presumably at 10p per share; issued capital £2,262,914.13.

Legally, the WSRA and WSSRT are just 'bit players' in the WSR PLC, unless one assumes the majority of the WSR PLC shareholders do not vote, and there appears to be some evidence of this, and shares having been transferred through a family on death of the original shareholder.

Currently, the WSR PLC has the 'whip hand', having instituted, as per Coombes, a contract for the Quantock Belle, and the leases over Bishops Lydeard and Williton which have not yet been resolved as per Coombes.

The failure of the WSR over many years is for the WSRA not to inextricably tie itself both financially and legally to the WSR PLC. I cannot think of another preserved railway where this dichotomy exits currently. (All in the Coombes Report, currently ignored by the WSRA).

Cheers,

Julian

 

Well, the WSR as a whole has been plagued for years by structural issues. How much this is tied to the line's forming, back when, as an 'ordinary' business, is not clear. But migrating to a structure more in common with other heritage lines might be useful.

Noel

 

There are some largeish numbers there - but they need to be divided by 10 to give the cost to the purchasers.

 

One assumes so, but it seems a strange way to do it. On the VAT subject, I would be interested to know whether VAT is charged on WSRA subscriptions. Charity subs and VAT seems to be a bit of a grey area, reading up online.

While acknowledging the benefits of a charity, it is worth bearing in mind that a charity may find it difficult simply to fund losses, which is the benefit of having a non-charity as the membership organisation and funding channel, a la SVR, GCR, Talyllyn, Bluebell etc should the situation arise.

 

Not true, WSRA is also a charity and is reclaiming gift aid on donations.
I do agree, however, that having two supporting charities is nonsense, I know its all bound up in history, but its time wise heads prevailed and WSSRT and WSRA merged.

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The WSRA IS a charity. I should know, given that I am a Trustee.

Not sure where you got the idea that it is not a charity, but please be careful to check your facts.

Robin

 

Thank you.

I can understand how the confusion might arise. The WSRA did not start out as a charity but chose to become a charity some years ago to better support the railway. For those in any doubt you can find us listed on the Charity Commission web site.

Can I please use this post to mention to the followers of the WSR on Nat Pres that you can join the WSRA very easily and this will keep you informed of what's happening on the railway, even the stuff being done away from the public gaze in, often cold, sheds. Simply being a member will make a small positive contribution and will also alert you, as has been mentioned already, to decide if you wish to donate larger sums to any one of a number of appeals. (You don't need to be a member to donate but it does make the admin easier.)

After the qualifying period (12 months) you can also put yourself forward, suitably proposed and seconded, to stand as a trustee and assist with the running of the charity.

I've also noted some quite detailed questions in recent posts. Members of the WSRA should feel free to write to me with any such questions and I'll do my best to answer then or get you an answer.

 

It was the voting rights that I had in mind as defining "value".

 

Just up on BBC West Website.

https://www.bbc.co.uk/news/uk-england-somerset-50481869

The future of a heritage railway is in doubt after the company made a trading loss of more than £800,000.

The annual report of West Somerset Railway, seen by the BBC, shows this compares with a profit last year of £12,000.

Its author, auditors AC Mole, questioned the company's ability to "continue as a going concern".

 

Indeed it might. But using a charitable appeal for one purpose to pursue another is the wrong way to go about it.