SEVERN VALLEY RAILWAY - AN OPEN LETTER TO SHAREHOLDERS

This letter proposes that an Extraordinary General Meeting of the Holdings Company is an appropriate response to recent events at Severn Valley Railway. It is not one of the frivolous kickings I am known for dishing out in this Forum. I would respectfully ask anyone with the interest of SVR at heart to read it with an open mind, and for other shareholders to consider lending us your support or at least to engage in conversation with us.

The enduring silence from the Holdings Board about Bridgnorth has moved from a bad joke to an issue of the most serious concern. Their proposed timescale for review, grant application and subsequent “consultation” of the very significant investment they propose at Bridgnorth throws the entire future of the railway into grave danger. It is beyond reasonable belief that a project which, based on their own proven record of capital investment in loss-making White Elephants, may turn out to be a financially toxic theme park - is somehow a matter they can reserve exclusively to themselves and everyone else is excluded from any genuine scrutiny or influence. We are talking about five million pounds that the railway does not have, a massive influx of new unquantified costs and no analysis of the impact it will have on the profitability – or otherwise – of the business. Expensive consultants replace experienced and authoritative volunteers. To us, the railway appears to be flirting with suicide.

I, and a group of other concerned private shareholders with whom I am working, regard this as simply unacceptable.

We are therefore seeking views – and of course practical as well as moral support – from other concerned shareholders to call an Extraordinary General Meeting of SVR Holdings PLC, in accordance with Sections 303 and 304 of the Companies Act 2006. If we succeed in obtaining the support of 5% of all issued shares (not individual shareholders) the Company must comply, call a General Meeting, and come forward to explain itself within 28 days. We have some support but need more. I would hope it goes without saying that if the owners of fewer than 5% of the shares come forward, we would have no mandate to proceed, but in many conversations over recent weeks we have seen a huge amount of disquiet among the owners of the Company.

A thoughtful pause in proceedings and a period of unhurried reflection is the most prudent and safe option for the Company, the railway, and the SVR family. If we do obtain a mandate from you we shall seek the urgent adoption of a Special Resolution, preventing any further external expenditure on the Steamworks Project pending a full determination of the financial implications, and a full review of deliverable alternatives not presented to the membership, including the permanent restoration of the Heritage Building Committee as an in-house resource of appropriate expertise and proper custodian of the built environment, as well as other matters of leadership and best practise for safety management – specifically the appointment of a competent steam locomotive engineer to the Board. We find it unacceptable that the Holdings Board - the legal Duty Holder - is in practical terms taking safety critical decisions while collectively and professionally blind to the specific risks of operating steam traction.

You may wish to know that none of us will be seeking any office from this – we believe the future success of the railway lies in the hands of the existing volunteers, who know their railway well, and perhaps armchair supporters not yet active. Ours is an intervention, but not a power-play.

This has not been an easy decision and we have not taken it lightly. If you would like to discuss it with us personally, please email militarytrain2012@gmail.com, or call me on 07982 786529. If possible we would prefer a personal discussion to engaging in further debate here – although we will, of course, try to answer any questions.

Thank you.

Neil Howard CMILT
SVR Member & Shareholder

 

.....

 

The first step is to register in confidence with us by email (militarytrain2012@gmail.com) saying how many shares they own or will give proxy over (with share certificate number if you have it to hand).

We will develop a full and final form of words for the Special Resolution, which will be informed in detail by the expressed wishes or concerns of those who register.

The final form of words of the Special Resolution will then be offered for your approval. If it meets with your approval, we will ask you to confirm that approval in writing and that you will either attend the EGM in person or grant us proxy to speak for you. The power of proxy will be for the EGM only, and only in pursuit of the Special Resolution. We do not seek any other powers from your shares.

If or when we have 5%, we will give notice to the Company and they then have 21 days to arrange a General Meeting within a further 28 days and notify the membership as if it were a routine AGM, informing them all of the wording of the Special Resolution, the date and time, and the venue. Any shareholder can attend, whether in support or not.

Hope this helps. Thanks

Neil

 

How many shares = 5% ?

 

We estimate it to be 280,000. The Company has been silent of late about how many paid up share are issued but we think it is around 5.6 million at the moment. 300,000 would be a solid and secure mandate with which to proceed.

Neil

 

Following discussion in the moderator team, this thread is open, but please ensure the topic is adhered to.
deviations from this topic will be removed.

 

Would the number of shares issued be in the Company accounts?

 

Only the total number before the latest issue is in the Annual Report. You have to adjust that to allow for the additional take up from the 2012 Issue. 300,000 is a good mandate that would reflect genuine support for what we are proposing, as well as meeting the statutory 5% number with a tiny bit of headroom. It is a good rule - if you cannot secure the support of 5% (and we may not) you have no business interfering in the workings of the Company. But if we exceed 300,000 we would not turn anyone away!

Best regards


Neil

 

Presumably one of the first problems in such a situation is getting the message out to holders of all 5.6 million shares that there's a call for an EGM in the first place.

...which is likely to be all the more difficult when presumably any one shareholder has no way of knowing or contacting their fellow shareholders. I'm also guessing that those who hold a register of all the shareholders will also be those who aren't likely to support a call for an EGM either, so not likely to help send the message out.

 

It is a point. The Register is a) locked away in Bewdley Station House and b) controlled by people who may not entirely agree with what we are saying.On the other hand, everyone knows someone, and the family especially is tight-knit and talk to each other a lot.

I am still struggling to answer all the emails and proxy pledges we have had since this afternoon (I will get back to you all by midnight guys, bear with me!) and so far no-one has opposed an EGM or suggested it is wrong. 300, 000 shares is a big number, and a good test to ensure we truly do have a mandate, but there is the comfort and incentive that if we do get there the Directors on their own cannot successfully oppose the Special Resolution - they only have 22,000 shares in their own names between them.

Best regards


Neil

 

Companies must provide names and addresses of shareholders if required for certain purposes.. You might need legal advice on the best way to go about requesting this.

 

Yes, absolutely right, but even if we did access the Register, that would still leave the massive and archaic task of licking a lot of stamps. There is also a cost implication - remember that unlike David Barry, we are not trying to take the Company over. We just have some very specific objectives for the existing structure to implement - if we get a mandate. So we will rely for now on word of mouth and the internet. One of the measures of whether we are right or wrong will be just how many people pass this on to their own networks of contacts - and the most moving emails of support tonight have come from the rank-and-file unwashed. SVR is truly blessed to have such good people. Word of mouth is a powerful network. What we especially don't want to see is it migrating out into the local press, and becoming of interest to people who are nothing to do with it.

Best

Neil

 

Given that you've posted your appeal on an open Internet bboard, you unfortunately run a fairly large risk of this happening.

Noel

 

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Richard

 

I might disagree with GFG on things, but this might be the wake up call the board needs, even if it isn't successful. The plans should have been aired long before the share issue launch for us as members and/or shareholders to agree or disagree with so that by the time of the actual launch more finalised (and realistic) plans would be available.
If nothing is done, we might be lumbered with something that is very hard to get rid of.
Anyway, I'm not a shareholder so am afraid can't pledge any shares.

 

Kje7812, I know we have clashed in the past - sorry - but this is now deadly serious. Don't worry about the shares, your moral support is much appreciated. Thank you.

Neil

 

Kje7812 is spot on, the plans should have been aired before the share issue was launched, not "as" it was launched. There is a post in another place that sets out the responsibility of the Holdings Co Board in this mess, and maybe some parties will be "considering their position" over the weekend?

I didn't agree with GF-G/Neil's initial flowery and negative language, but stripping that out I certainly agree now with the sentiment expressed.

As a long standing member, but not a shareholder, I have no say in the matter, beyond considering whether I renew my membership later in the year.

46118

 

Not being a shareholder I too sadly have no say in this matter but I do think that all shareholders should support this call for an EGM, after all what can anyone fear from a democratic review of this issue. Let the people decide on the route being taken at Bridgnorth and not just a small group of people with non quantified motives. If you care about the railway, it's future and the inheritance we leave to the younger generation you MUST act to support this NOW.

Dave