West Somerset Railway General Discussion

How many shares are held by SCC?

 

As far as I am aware, the WSRA holds 9% of the shares of the plc, as does the WSSRT. SCC holds about 2.2%. No other shareholder holds more than a token number. (*)

Given that, even though the WSRA and WSSRT don't have a majority, it seems hard to believe that their wishes could be overturned at an AGM provided they voted together. (If they voted opposite ways, they would just cancel each other out of course!)

To my understanding, there are only two reasons for a charity to hold any shares:

1. As part of an investment portfolio, so that the income from revenue or capital receipts can be used to further the aims of the charity
2. Because holding them is in itself seen to further the charitable aims by the control it affords.

For shares that pay no dividend and have no effective market to accue value, point 1 clearly doesn't apply. Therefore, the only reason I can see for either charity to continue to have any shareholding is so they can use that shareholding to ensure the plc acts in ways that further the heritage and educational aims of the charity.

Were they to choose to use the leverage they have, I can't see that they could be easily defeated -- even though neither charity has a majority -- simply because all the other shareholders have negligible holdings and it would be almost impossible to organise 18% of those shares to vote against the two main charities.

Has either charity ever voted against a motion backed by the plc board at an AGM?

(*) As of the confirmation statement on the Companies House website, June 2018. Since then, I don't believe the additional number of shares sold has made a material difference to the figures, unless they were all bought by a single individual.

Tom

 

I agree that that would be the ideal set-up, although there are railways who's structures are more similar to the WSR, at least in the sense that the Plc is dominant with a "subsidiary" charity supporting it, usually with some sort of shareholding, and the membership.

 

I would say you have it 100 % right, plus, if it was governed by a charitable trust, with the PLC as an 100 per cent owned arm of the charity, I wonder what the attitude SCC might have on the question of the Freehold and in the longer term selling it to the charity if it safeguarded the line.

 

Equally, it would seem like a bit of a non-starter to try and organise any vote counter to the Plc board's wishes without the support of both of the charities.

 

Quite. But I think they have more influence than people are assuming given their minority stake - if they chose to exercise it.

Tom

 

There's no such thing as 'a better class of despot' .....

"ruler or other person who holds absolute power, typically one who exercises it in a cruel or oppressive way."

If this definition neatly encompasses the general opinion of JJP, is this what we really want (to be treated a la Catch 22) ?

 

I seem to remember a female personage assicuated with a later Trustee 'losing it' rather spectacularly...

Robin

 

I'm thinking for example of my experience with the L&BR, where (if I've got it right!) the Trust owns the line and there is a wholly-owned CIc which runs the railway. I can't recall any obvious examples of the two bodies disagreeing, indeed many of the 'management' are common to both, and to all intents and purposes the distinction between the two bodies really doesn't exist from the perspective of the average volunteer - it's just 'the railway'.

 

I find it very unsettling Alex, that when this matter over the eviction notice came up, that both the charities did not say, , and do it publicly, that's a step to far, , and we will not stand by and watch a fellow part of the WSR be treated like this, that would have settled it, the Chairman would have had to climb down, he could not have gone against both other charities, and their silence, I find disgraceful , you might ask what were they promised to not have done this?
siding with a bully only works when there is no one stronger in the playground, but combined the trust and WSRA could, and should have kicked sand in this bullies face. a mistake they I fear will one day come back to haunt them.

 

Just checking on the relationship with SCC, this is the first time that I've heard that the trackbed is leased to the plc to operate on SCC's behalf. I'd always understood that the arrangement was more in the way of protecting the trackbed to enable operation as a preserved railway given that the WSR (in whichever form!) could not afford to purchase the trackbed from BR.

 

I think to ascribe any nefarious motive on the part of trustees of the various charities that form part of the WSR does them a great disservice Martin, and can be dismissed out of hand. I really don't see it.
It's a far tougher decision than we might like it to be that those trustees faced, and still face. There will be elements of thinking that go along the lines of don't let the desire for perfection get in the way of the good, and I do sympathise with that. It seems true that the WSR needed a strong leader to turn things around, and equally it's had far more than its fair share of shannanigans over the years and the trustees must be mindful that any public action they take leading to a split between the Plc board and the trustees of the charities would look absolutely terrible, and could well sink the WSR by diminishing its reputation as a railway for receiving funding and donations.
Equally, it feels like we've now reached a tipping point where the continuing presence of the Plc chairman could well be causing just as much reputation and real damage as his removal would cause. It's clear that he is a bully, both to individuals and railway organisations based on the WSR. @Robin Moira White for example has said she doesn't stand bullies, yet hasn't defended JJP as not a bully. We must therefore conclude that either there's some furious private exchanges going on, or it is being ignored. I hope it's the former, but if so, it doesn't seem to be having much effect, and the time may come where the charities - if they can show that their memberships demand it, stand up and call for action. I think that is key though, the trustees do need to show that they're acting on behalf of their members. Ordinarily this would be easy as for a start, every volunteer would be a member of the support organisation. Are there any recent statistics on whether this is the case on the WSR now?

 

You may be right, or perhaps a little more precise than my choice of words, but... as I see it, the SCC owns the railway and the Plc leases it. I think we can agree on that?
It would seem strange in the extreme therefore if the Plc did not then operate it as a railway, or that the SCC did not require them to do so, hence my expression.

 

I'd always thought, from the many pages of posts on the WSRA governance saga that SCC owned the freehold of the land within the boundaries of the WSR and they leased said land to the Plc for the purposes of running a railway. I'm not aware of the SCC owning any part of the WSR beyond the land on which it resides, but I bow to those with greater knowledge. Whether any of the charities own land near to or adjacent to the WSR I'm not sure.

 

I think the most urgent question now has to be what number of shares are owned by JJP Holdings and how that impacts on the share ownership in total, if JJP is buying extra shares, then that should be something to be of concern for the whole of the railway.

 

Where is the list of shareholders

 

Taken from the Confirmation Statement referenced by Tom (at https://beta.companieshouse.gov.uk/...M1MmFkaXF6a2N4/document?format=pdf&download=0 ):
a) Shares have voting rights, there are no certain circumstances;
b) There are no dividends paid and no rights to participate in distribution;
c) There are no rights in respect of capital rights to participate in distribution on winding up;
d) The shares are not redeemable and there is no market in the shares except by private sale.
Followed by 96 pages of names of shareholders large, small and minute. Phew!
Pat
PS hope the link is OK.

 

Does he have the money to do this?

 

Well according to the confirmation statement linked to by Tom and Pat above, there is an Ann D Jones Pratt holding 1000 shares. By contrast, on the same return form the WSRA held just over 2m shares and the WSSRT held just over 1.9m shares.

Keith

 

Excellent post, Martin!

Meanwhile, the clock is ticking away and nearly 6 weeks have gone by since the Notice to Quit was served by Clarke Willmott on the SDRT on 10th February.

Let us re-cap to 18 months or so ago:-

http://www.wsr.org.uk/wsr-appointment-21-sep-2018.pdf

http://www.wsr.org.uk/plc-acting-chairman-september-2018.pdf

At the same time someone was having his licence for Crossville taken away, and avoiding turning up at court, but no matter, he had in the eyes of the then WSR PLC board 2 GWR locos; one a bit of a basket case that has now gone elsewhere, to be replaced earlier with 9466. What a find! What a gift! What a vacuum in the board room being filled! And by someone younger and with so much energy and vigour and so much apparent business acumen!

Ah! Cost cutting! Just what we need! Get rid of the GM, HR Director et al, and most of the WSR PLC board! Clean sweep, new broom!

Don't take advantage of the overdraft provided by the Bank and instead declare financial meltdown unless you do what I say!

I could go on, but you get the picture, except there are 2 particular examples of the WSR PLC Chairman's 'sparky' (IOW slang) behaviour that have not been contested on here, or elsewhere, and a 3rd example in respect of the SDRT, riding roughshod.

Cheers,

Julian