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Update | General Meeting, 2nd July

27 June 2019
Author Aberdeen FC Media Team

 

Earlier this month Aberdeen Football Club issued a Circular to all shareholders outlining the reasons for changing from a public limited company to a private limited company. A vote on the proposal will be taken at a General Meeting on Tuesday 2nd July.

It has since been pointed out to the Board of Directors that the explanatory note in relation to the Directors Conflicts of Interest provisions set out in Appendix C of the Circular to shareholders dated 7 June 2019 contains an error.

At Page 17 of the Circular, under Old Article Ref 89 (H), regarding Conflicts of Interest, the explanation of the change in the proposed new Articles of Association is inaccurate.  The column headed Proposed Amendment wrongly states that Directors can authorise conflicts of other directors.

Although the provisions in the new Articles of Association have been updated to reflect the relevant wording used in the Model Articles prescribed by the Companies Act 2006, no substantive change is proposed to the corresponding provisions in the current Articles of Association; in particular, and in spite of what the note says, the directors are not permitted to authorise conflicts. We regret the error in the note.

Where a director has an interest in a transaction or proposed transaction with the company, we can confirm that there is no substantive difference in the way the current Articles deal with, and the proposed new Articles would deal with, those circumstances.As a reminder, the Board of Aberdeen Football Club is seeking approval from shareholders to become a private limited company with the intention of securing further investment.

The Board believes these changes are in the best interests of the Club and its shareholders and is unanimously recommending shareholders to vote in favour of the resolution proposed at the General Meeting.

The Circular sets out at length the relevant background, the detailed proposals, the consequences of the loss of protections provided by the City Code on Takeovers and Mergers, and the Board’s recommendation, and shareholders are encouraged to read it carefully.

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