Proposals January 2019
Next shareholders meeting (our proposals for the board)
For the next shareholders meeting that is crucial in the viability and future of our club we would like to take the following proposals to debate. For which we request your support in order to be included in the agenda, regardless of the meaning of your vote. For this we need the support of at least 5% of the share capital, according to article 172 of the Capital Companies Act.
Our proposals for points to discuss at the next meeting are:
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Debate and where appropriate, approval of the implementation of a code of ethics and conduct applicable to all employees and positions holding an institutional representation position. Those who represent the club must be worthy of our social base. And they must be free of having pending cases with the justice.
Development of the proposal: During the last years we have witnessed a degeneration in terms of the forms and reputation of the leaders of our historic club. Something that has even fallen on some of the club’s workers through the various social networks. Inappropriate comments and declarations in press conferences and personal histories that have not been at the height of persons who have to represent a centennial club. An institution that must be representative of the good work of Murcia society. That is why we want to approve a code of ethics and conduct that disables any manager or employee to represent the club, who is immersed in legal proceedings or who have pending cases with the courts, or that they make declarations or actions that do not respect this code. From the president to the last worker, passing through the players themselves.
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Debate and where appropriate, approval of the modification of article 35 of the club’s by laws, which establishes the methodology for approving the budget for each season by the board of directors.
Development of the proposal: During the last years, the successive boards of directors have been characterized by leading “escapes forwards” in order to be able to leave a deficit category like 2B, approving budgets that consciously exceeded the capacity of income. Increasing alarmingly the debt of the SAD. With this measure we intend 360º protection of our club. On the one hand, adapt the statutes to the new rules and requirements of the LFP to be able to access and compete in it. And on the other, to protect the club from successive waste management boards, from players who, even knowing that the club will not be able to assume it, demand salaries well above the market price for the category with the assurance that AFE will insure them. And make the fans aware that choosing and hiring players beyond our means can not be an incentive to support a project. If this measure is approved, the difference between income and expenses for the last three years in the same category must be greater than or equal to zero. Or failing that, the difference must be guaranteed by the board of directors itself.
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Debate and, if applicable, approval of an increase in money capital (5,1 million euros) and non-cash capital (4.9 million euros) through the conversion of debt into shares. If the Capital Increase that has just ended has served to return club property to its fans and provide liquidity to save the season, the next capital increase should serve to take a definitive step in the viability of the society by ending, with the commitment of creditors and investors, to the financial debt due through its restructuring under realistic conditions, assumable and consistent with the type of income of the company
Development of the proposal: Under the point of view of the AAMRM, the viability of the club passes through the following agreements:
Step_1: Debt restructuring agreement is NOT published linked to the success of a capital increase of 5.1 million euros in cash and 4.9 million in non-cash through the conversion of debt into shares.
The aim is to create a single window of opportunity, the latest in the viability of society, “The Last Train”, so that investors and creditors approach and reach agreements vital for the survival of society with an agreed time limit.
The conversion of debt into shares would be carried out with a debt conversion ratio according to its exigibility of 1/3 for ordinary debt and 1/9 for subordinated debt or participative loans.
The restructuring agreement would entail a progressive reduction (as they are charged) of up to 50% of the recognized and existing doubt. In return, the other 50% would be paid:
◦20% cash subject to the success of the capital increase.
◦ 30% Soft credit to 10 years.
Step_2: Singular agreement with public creditors doing so that after a cash payment of 1.2 million euros, accept a restructuring to 18 years (16 years of debt + 2 of interest). And by means of which:
- In 2ºB would pay 0.8 million euros / season (0.5 millions first 8 years)
- In 2ºA would pay 3.0 million euros / season
- In 1ºA would pay 7.5 million euros / season
At the next shareholders meeting we intend to discuss and approve the capital increase that allows executing step_1.