Who do you believe?

Ten Bobsworth wrote:A quick one on the £750K shares, Sluffy. The original plan, I believe, was that FV shareholders would subscribe for £2,750,000 in share capital. Sharon was to invest £1.5m, Mike James and Jeff Thomas (JT) £500K each and Nick Luckock £250K.

The issued shares were not all paid for, and when JT pulled out, Sharon reduced her share investment to £1.25m. Still enough for Sharon to have control with £750k of unpaid shares being transferred to FVWL.

This was an anachronism that needed to be tidied up. Company law also required a declaration of solvency to cancel the shares. It was all dealt with as part of the re-capitalisation in October 2021.

The bigger part of FV's funding was, of course, the loans now converted to shares. I'll see if I can tie up these figures a bit more. The loan conversions will include interest on the loans. I rather doubt that FV will have paid much of the interest that was racking up.

Thanks Bob.

I had understood all that previously but what threw me a bit was the form stating Sharon no longer was a person with significant control on the 29th October - which was the same date these 750,000 were cancelled.

I was wondering why these shares had been left hanging around until that specific date when they could have been tied up by the click of a button at anytime?

FV seemed to me to have specifically cleared the decks for the gov loan to shares three days earlier (26th Oct) which made it seen even odder that they were kept on - then disposed of - specifically for the 29th?

Something just didn't sit right with me and to my mind there is some significance to this - but I don't know what.

I also note that the same again (or rather similar) seems to be happening repeatedly now, first the 117,000 shares not allotted - but seemingly taken up by Sharon et al for the 10th Jan statement and now 412,000 not allotted from the 21st January, 2022 most recent allotment.

There's obviously a reason they are doing this - but I've no idea what it might be!

Sharon would still have been a PSC with 750,000 shares in the name of FVWL even ignoring the fact that she controlled FVWL shares by virtue of controlling FVWL. 1250/2750 = 45% i.e enough to be a PSC.

People seem to look on FVWL as if its shareholders all had the same ambitions and interests. For sure they will all want the club to do well but you can't count on Sharon or Nick Luckock to be there in the long term. They'll be back to Bucks sooner or later but I doubt that Mike James will give up being a BWFC fan when they have departed and PBP has a sizeable investment to look after outside of Mike's personal commitment and investment.

I suspect that there is pressure on the EFL to make clubs more accountable. When I checked recently none of the clubs in League 1 had elected to extend their accounts filing deadline. There's still time to do so but I wondered if it was the result of some edict. I hope it was.

They are entitled to a measure of privacy in keeping commercially sensitive information to themselves but there needs to be a limit on it.

Ten Bobsworth wrote:Sharon would still have been a PSC with 750,000 shares in the name of FVWL even ignoring the fact that she controlled FVWL shares by virtue of controlling FVWL. 1250/2750 = 45% i.e enough to be a PSC.

People seem to look on FVWL as if its shareholders all had the same ambitions and interests. For sure they will all want the club to do well but you can't count on Sharon or Nick Luckock to be there in the long term. They'll be back to Bucks sooner or later but I doubt that Mike James will give up being a BWFC fan when they have departed and PBP has a sizeable investment to look after outside of Mike's personal commitment and investment.

I suspect that there is pressure on the EFL to make clubs more accountable. When I checked recently none of the clubs in League 1 had elected to extend their accounts filing deadline. There's still time to do so but I wondered if it was the result of some edict. I hope it was.

They are entitled to a measure of privacy in keeping commercially sensitive information to themselves but there needs to be a limit on it.

Thanks Bob but I didn't know if that may have change (just for a brief moment) when a further 2,125,000 were issues and remained unallocated as I don't know how these things really work.

(I had also thought the 750,000 shares would have been counted as pro-rata ownership between Sharon, James and Luckock or alternatively not counted at all when calculating PSC when the new 2,125,000 shares had initially come into being?)

I was just going off a form to CH specifically stating that Sharon wasn't PSC, immediately followed by a separate one saying that she was - both relating to the same day - and I've simply been attempting to figure out some sort of scenario in which this could happen.

I don't get the feel that there is anything dodgy that has gone on but I can't quite see the apparent need for the machinations that seem to be going on either?

Maybe when the Swiss investors come on board everything will run like clockwork - or am I being a bit cuckoo to hope for that!

Investors not owners?

Loans not shares?


How much has BWFC defaulted on loan debts over the last twenty years? £200million or thereabouts, isn't it?

And don't the documents that FV have filed recently remind anyone of Swiss cheese?

Could Sharon be working on her exit strategy?

Sorry just been pondering on this and just want to amend this bit which I've wrote above...

Sluffy wrote:(I had also thought the 750,000 shares would have been counted as pro-rata ownership between Sharon, James and Luckock or alternatively not counted at all when calculating PSC when the new 2,125,000 shares had initially come into being?)

Thinking about it more and based on the confirmation statement the 750,000 shares are treated as being owned by FVWL as a separate entity to Sharon.

As such although she may very well control them via the boardroom she does not control them directly or own them as an individual.

Don't know if that makes any difference and possibly why the PSC09 form was sent?

I suspect it isn't very important in the overall scheme of things but it did throw me off track and got me started on why they were even in existence on the 29th October when they could easily have been disposed of months previously and specifically on the 26th October when clearly things were being done in advance of the 29th October happenings.

Best not to get bogged down with this PSC business imo, Sluffy. It looks like the document trail isn't as timely or as accurate as it might have been and I'm not sure that it leads us anywhere.

The share valuations are interesting though. UKFF Nominees (aka the taxpayer) got 393,881 shares in exchange for its £5million loan plus accrued interest on the loan. The interest rate was 8% which I estimate would amount to c. £467K over the fourteen months from August 2020 to October 2021.
So the price per share was not £6 or £8 but nearer to £13.88 per share. (£5.467million divided by 393,881)


By contrast FV shareholders got 2,007,189 shares for £7.5million plus accrued interest. I'm a little sceptical about the interest figures included in the FV share of the deal. It seems to amount to nearly £1.7m of the total.

Anyway it would amount £4.58 per share including the interest and £3.74 without it. What was that about the 20% discount?

I haven't forgotten the later adjustments or the £1million of unpaid shares Just not got round  to looking at those yet.

Thanks Bob.

I wasn't too hung up on the PSC per se but it got me wondering if the 'fifth' investor somehow put money into the club via them?

I know I'm probably straying well into conspiracy theory territory which isn't a place I'd want to be but what would happen if say Bolton Nuts Ltd bought the 750,000 shares from FV Ltd for say £5m, then sold them back for 1p?

Crazy I know but wouldn't that pump money into the club for them to spend without showing as a loan or a secured creditor on the books and still allow the 750,000 to be cancelled easily, still showing as owned by FV Ltd?

Where I'm going with this is that on the 29th October it seems the government paid £5m (maybe even £5.5m including accrued interest) for 400,000 shares - and that simply doesn't stack up to the amounts paid on the Statement of Capital form.

The form states this -

The breakdown of the 'sums' shown on the second filing of a Statement of Capital dated the 29th October are...

607,623  @ 8.48476  =  £ 5,155,535
117,857  @ 8.48476  =  £   999,988
1,399,566 @ 6.7878    =  £ 9,499,974

2,125,046 shares being bought - yes?

But these are 'new' shares being allocated (are they not?) and as far as we know FV Ltd still held 750,000 on that day too!

Maybe in fact 2,875,046 shares on that date were traded/purchased - or at least the 750,000 shares held the right to purchase it's allotment of the newly issued 2,125,046 - and only after that happened the 750,000 (plus what ever their allotment was) were sold on and therefore allowed to be cancelled?


Looking at it the other way around IF the governments £5m really did only buy only 400,000 shares and a further 1,725,046 were 'bought' at the same price that day to Sharon et al, then they would have needed to stump up something like £21m between them and that would have meant that the majority of that would have been in cash (the total allotment would have been worth about £26m (gov £5m + Sharon et al £21m) and only a total of £12.5m (3m + £4.5m + £5m) of loans were set aside as shown on the form to fund it - therefore leaving about £13.5m required in cash?

Maybe, if these things can happen(?) and based on the government paying £5m for 400,000 shares, then the value of the 750,000 shares would have amounted to about £9.5m (say £12m including its share allocation due to it) and forgone and cancelled as part of the transactions?

If FV got a windfall of say £5m from somewhere - remember the Bolton Nuts Ltd buy and sell back of the shares - then that would balance...maybe???


The bottom line to me is that the 750,000 shares are there for a reason and that I reckon the £8 and £6 values shown on the form are genuine buy in amounts - and if so why is the government only holding 400,000 at the price for a £5m stake?

My thinking is that the 750,000 shares existing at the start of the day and had been cancelled at the end of the same day - so has this FV Ltd holding (and  allocation due to it) played a part in all this somehow and has impacted on why the government holds just 400,000 shares for its £5m loan to shares?


Right now after reading all that, forget about the 'fifth' investor or Bolton Nuts Ltd's £5m and concentrate on these 750,000 shares.

Fwiw James held 500,000 shares and Luckock 250,000 shares before the allocation (or 750,000 between the two of them - same amount as the FV Ltd holding).

Shares allotted to James and Luckock were...

James 500,000 to 882,189 = 382,189
Luckock 250,000 to 455,266 = 205,266

...or in other words just short of 600,000 which more or less presumably would be the same total allocated to FV Ltd?

FV Ltd would therefore own the rights to 1,350,000 shares (750k + 600k)

1,350,000 at £8.4848 = £11.m

I'm wondering if something was 'manufactured' around this?

We know the original 750,000 were cancelled (worth about £6.3m at £8.50 per share) but the allocated 600,000 more still exist (the total of shares in existence after the 750,000 were cancelled must include them to balance with the capital statement form total showing at that time - 4,125,046 shares).

A reduction in total shares of 750,000 would make the remaining shares more valuable and I wonder if something happening like this would somehow explain why the gov only got 400,000 shares instead of what should have been 600,000 shares at a value of £8.50 per share?

I'm a long way out of my depth now but I think I've got my line of thinking across - hope so anyway - and maybe someone can run with it or alternatively tell me where I've gone horribly wrong!

I just want to add to this that the Statement of Capital (17th Feb 2022) says these 750,000 shares were 'transferred' on the 26th October (to where, to whom?) and the Statement of Capital Reduction (tagged with a label dated 29th October, 2021 appears to show them cancelled three days after the 26th 'transfer'.

Does that mean they existed up to and including the 29th October, 2021?

It seems like an exotic concoction, doesn't it Sluffy, with a chunk of Swiss cheese thrown in for good measure. They call the holes 'eyes', you know and its 'blind' if it hasn't got any.

If you'll forgive me, I'm not sure that I want to spend much more time examining the contents of the cauldron before the accounts are published. Lets hope its not too long a wait.

Wythenshawe Foodbank still hasn't filed its 2021 accounts. I was interested to see whether they had seen any increase on their £25K gross annual income and, if so, where the money had come from.

Fair enough Bob, all this is just a game to me in the sense that I'm just trying to puzzle solve and as such don't mind going down some weird and whacky paths to try to do so, due in large parts because I'm not trained or experienced in company share dealings, having my roots in the public sector.

If I was I'd probably know that some of my suggestions were clearly without merit - for instance I simply don't know if or not, that when a share is shown as 'transferred' whether or not that means it has been 'cancelled'?

I noted earlier that Basran had his share 'transferred' but it seemed to continue to be in existence on the next Share Capital Statement total of shares existing - so presumed it did but I didn't know for certain - hence if or not all my speculation of using these 750,000 shares as some part of the balancing equation as to what happened and why the government only got 400,000 shares for seemingly a £5m loan (plus accrued interest) converted to shares, was merited?

I've nothing to lose in my credibility in being wrong, but I'd be more cautious in my views I were expressing if these were matters in the public sector where I was professionally trained and had many years experienced in.

I'd wait too, for more information to emerge before going out on a limb as I have here.

I respect you wish to see the next set of accounts before opining further.

I will eagerly await your views of them though as you seem in my opinion the only person capable of deciphering what exactly has been going on!

It all looks like a bodged job, Sluffy, and I confess to having an aversion to bodged jobs.

By the same token, I should add that whatever the nature of their trade or profession, I greatly respect folk who take pride in their work and their standards. Happily there are still folk like that around.

Off topic but I thought you might like this Bob (and anyone else who likes a great true story) about the Notts County take over a decade ago, when in the fourth division they suddenly got taken over by a conman and brought in Sven Goran Erickson, Sol Campbell and Kasper Schmeichel.

That's only the beginning of this tale too!

If you read what happened in a book, you'd put never believe it to be real - but it was!!!

The link below is to BBC iplayer AUDIO and it is in six half hour segments.

I think you will enjoy it Bob if you've never heard the facts before and for everyone else, don't worry about the financial side to the tale and just listen to the story from those who were involved at the time it's amazing and utterly bonkers both at the same time!

https://www.bbc.co.uk/sounds/play/p0bq3935

The bloke with Sven is the conman in all of this would you believe...!



The picture is from the article linked below that tells most of the story in brief but it is far more fun to listen to the tale as it develops if you don't know the events as it gets more and more incredulous as it goes on!

https://www.nottinghampost.com/news/nottingham-news/notts-county-fraudster-russell-king-6699207

Thanks Sluffy. I knew there was a stink around the Sven to Notts County story but I hadn't followed it. Must take a look. Here's a bit more on wiki:

https://en.wikipedia.org/wiki/Russell_King_(fraudster)

I checked yesterday and noticed that seven of this seasons League 1 teams have filed their 2021 accounts so far including MK Dons. Its owners, Stadium MK Group Ltd, also got a Covid Business Interruption Loan but only £2m and I'm not sure its convertible into 'a gift' like FV's.

It wouldn't surprise me if MK Dons owner, Pete Winkelman, asked Sharon how she 'pulled it off', so to speak. Did you ever figure out how the 'matched' funding complied with the T&Cs?

It certainly is a case of fact being stranger than fiction - which I guess you could apply to the government loan to FV too!

I didn't know anything about the story other than the strange events reported at the time with Notts County and was utterly hooked listening to the 3 hour audio as all the other wild and mystifying events unfolded.

And no Bob, I haven't figured out the match funding, largely in part because you seemed so convinced that there was only one loan taken up from the government and not two as I was working on (why else has did FV raise their equity to 'match' two loans if they only were required to match one?) and I thought I'd be wasting my time continuing doing so.

Like you I'm at the stage to wait for the accounts and see what clues they might reveal and give pointers for possibly more delving into the puzzle!

The accounts will only go up to June 21, so no doubt the 'events' happening after the accounting period should make interesting reading I would think!

Thanks Sluffy. According to the guidance information a company couldn't qualify at all unless it had raised at least £250K of equity from third party investors.That's before you even start upon any matching exercise.

https://www.british-business-bank.co.uk/ourpartners/coronavirus-business-interruption-loan-schemes/future-fund/faqs-for-companies/

So who are these third party investors that have invested £250K of equity but don't have any shares (i.e. equity)?

Ten Bobsworth wrote:Thanks Sluffy. According to the guidance information a company couldn't qualify at all unless it had raised at least £250K of equity from third party investors.That's before you even start upon any matching exercise.

https://www.british-business-bank.co.uk/ourpartners/coronavirus-business-interruption-loan-schemes/future-fund/faqs-for-companies/

So who are these third party investors that have invested £250K of equity but don't have any shares (i.e. equity)?

A question for you Bob because I don't know enough shares and the reporting of them.

The way I remembered reading about the allocation of the new shares which doubled the then existing existing equity from £2m to £4.125m was that the allocation was pro rata to the existing share holdings (plus of course the government loan to equity).

That being the case there wasn't any other shareholders apart from the three amigos (Sharon, James and Luckock).

So could Luckock be seen to be the 'third party' investor in to FV - being that he was a later addition than Sharron and James, OR could it be that say Bolton Nuts Ltd bought say £250k worth of Sharon's holding in advance and sold them back to her after the government loan was obtained?  

If it is the latter would the purchase and resale be recorded anywhere - ie a Statement of Shareholders at the time perhaps, or on the January Statement that Bolton Nuts Ltd had been a shareholder since the last reported statement?

If there is no record required I guess the terms could have been complied with to obtain the loan and still on the latest shareholder statement show 'apparent' no change in shareholding other than the three amigos plus now the government too?

Maybe IF it was something like that it might explain why there were the 117,000 shares originally left unallocated on the day and maybe even the apparent 'blip' of Sharon no longer being the majority shareholder sometime on the same day the 29th October when the allocation took place???

(I guess that might have had to happen (buy and sell back) in advance of applying for the loan initially as well - otherwise presumably Bolton Nuts Ltd would have had to be shown on the preceding annual Statement of Shareholders)

It does all seem a bit too contrived to me though for this to have happened.



I'm just throwing out a few ideas out there that might (might not!) help.

I'd rather not speculate and I wish it didn't but the whole thing looks like a contrivance to me, Sluffy.

 I'm still doubtful about the exact sources of the £3m and the £4m as well as the interest calculations included in the loan conversions, the bizarre share valuations and the explanation for the unpaid shares.

How do you go about converting a loan, if it hasn't been made or interest that hasn't been earned, into shares that haven't been paid for?

I can't remember if I've mentioned it here but seven League 1 clubs have filed their 2021 accounts so far.
To date only one, Morecambe, has played the COVID card giving them an extra three months to file their accounts.

Make that eight clubs in League 1 that have filed their 2021 accounts. Cheltenham Town filed theirs this morning.

There's no P&L account but its evident that they made a small surplus last season mostly attributable to two beneficial loans from a shareholder. Interestingly they also say that they've prepared financial budgets which show that they have enough funds to see them through this season and next.

They seem quite pleased down Gloucestershire way with Cheltenham Town's financial results.

Justifiably so imo. Not happy with the ref on Saturday though.

"I don’t want to get involved with the referee. I thought he was atrocious and I’ll leave it at that."

Tell me about it.

https://www.gloucestershirelive.co.uk/sport/football/football-news/its-real-success-story-everyone-6726001