These bloody accounts!

Norpig wrote:my head hurts reading all this

It is all just a bit of academic fun on our parts really.

We have no idea what has gone on and Lusty and I are just wildly speculating - although I simply can't grasp his idea above at all - it doesn't seem thought through to me.

Rammy has the correct outlook when he says we wont know what happened until it comes out in the wash probably in court and best we wait until then.

Could somebody tell me what happens if the worst happens and we do get wound up, do we have to start again in the Conference? Or would it be worse than that?

MartinBWFC wrote:Could somebody tell me what happens if the worst happens and we do get wound up, do we have to start again in the Conference? Or would it be worse than that?

Worse. At best it would be Northern Premier, a league below Chorley. But it might be even lower.

Chorley will be the new Bolton.

New owners are right around the corner

Boggersbelief wrote:New owners are right around the corner

What we do know or believe to know:

KA is no fool... he's been around as an agent... and he's had his hand slapped by the FA.

Deano... decent player who made a deal with the devil... high interest for a loan which he did not have the capital to payback.  Lost his funding at the last minute and then made a deal with KA.

PG... a certified accountant, may he rest in peace, but was not a good negotiator of talent on the field... we buy high and sell low or for nothing.  Books he kept are now suspect as reported by DeLoitte... no great surprise as KA has shouted that the financials will be ugly reading and he was correct.  Monies due many entities that were heretofore unknown.

ED... probably an owner who did not know the extent of the losses and with speculation added, found out when he heard he was selling the club.  Further speculation was that he used the tax benefits during the period PG kept the books... maybe and this is a maybe, not knowing the full extent of the real books.

KA... being no fool, and wanting to get his money out first, has been looking for "new capital," or perhaps new ownership.  His business acumen which he shared with us is that he is trying to get the club to run breakeven.  I would venture to say the injuries that were sustained this year and the hidden outstanding loans and unpaid bills have set him back from what he probably thought was an achievable goal.  Whether that goal is realistic or not will depend on the ensuing litigation between the parties.  I would say someone may wind up in the slammer after all is said and done, if they don't work out a settlement.  As I don't know the business laws in the UK, it is premature to speculate... but that would be the worst case scenario.  Good sense says they will settle.  KA has a right to make a profit, and has a right to sell on.  The question is who is telling the truth, and who owns what percentages.  KA cannot sell on until this is adjudicated... so the quicker they settle, the better for all of us. 

Parky - Will want out after this year unless new funding is on the way. 

The team - We know what happened last season when they were paid late. 

Stay tuned... maybe Richard Branson has some extra money and needs some tax write-offs. 

With all that said... cmon lads... show us something this week and start a streak of wins.

Sluffy wrote:Forgive me for being a bit thick here but how could Davies make a contractual agreement with Holdsworth to a third party (BluMarble) without them being party to the deal in the first place?

If they were party to a deal with Davies then wouldn't it be legally incumbent of him therefore to notify that to anyone else he was selling his shares to ie Anderson!

Two different agreements:
One between Deano and BM in which BM specify a claim on the assets as soon as the second deal is completed (like a mortgage)
The second between Deano and the person or people selling shares in BWFC.
In the second deal Deano has no obligation to tell anyone what he intended to do with the assets until the deal was done and he actually owned them - although morally he ought to have done and I seem to remember a protracted negotiation with ED during which ED said publicly that the delay was due to him checking out what the prospective buyers' plans for the club were so it's reasonable to assume that Deano's plan to effectively remortgage the assets is exactly what ED was looking into - and subsequently agreed to. Remember that saga?

As regards to what Deano said or didn't say to KA I have no idea as we don't know the truth of the matter, however there is no way KA would have entered into a share buying deal without knowing that there was a charge on the assets - his lawyers would have been all over it and it is illegal to sell something you don't actually own. There are ways around it but I can't believe KA didn't check out what he was buying.

In fact I'd go as far as to say that KA understood Deano's financial situation very well indeed and that is why he went for the pro-rata investments to force Deano out as he knew full well that Deano couldn't keep up with him "pound for pound" so to speak.

Sluffy wrote:Yes, that is why I said majority shareholding and not the majority of the share holders.

Sorry. I was confused by what you wrote about "not even speaking to them"  which of course he wouldn't need to if he had ED in the bag.

wanderlust wrote:
Two different agreements:
One between Deano and BM in which BM specify a claim on the assets as soon as the second deal is completed (like a mortgage)
The second between Deano and the person or people selling shares in BWFC.
In the second deal Deano has no obligation to tell anyone what he intended to do with the assets until the deal was done and he actually owned them - although morally he ought to have done and I seem to remember a protracted negotiation with ED during which ED said publicly that the delay was due to him checking out what the prospective buyers' plans for the club were so it's reasonable to assume that Deano's plan to effectively remortgage the assets is exactly what ED was looking into - and subsequently agreed to. Remember that saga?

As regards to what Deano said or didn't say to KA I have no idea as we don't know the truth of the matter, however there is no way KA would have entered into a share buying deal without knowing that there was a charge on the assets - his lawyers would have been all over it and it is illegal to sell something you don't actually own. There are ways around it but I can't believe KA didn't check out what he was buying.

In fact I'd go as far as to say that KA understood Deano's financial situation very well indeed and that is why he went for the pro-rata investments to force Deano out as he knew full well that Deano couldn't keep up with him "pound for pound" so to speak.

This still doesn't stack up to me.

Follow the money.

Davies owns the shares.

How can Holdsworth enter into a legal contract with BluMarble in respect of assets he doesn't then own?

The contract can only become valid once he owns the assets.

This isn't like the example of a mortgage that you keep using - in that instance the money is passing from the money lender to the owner via the purchaser at a specific time.  

In this instance the money is going to the purchaser who is then investing it into the company he has bought.

The deal between Davies and Holdsworth was done separately to this.

Therefore I come back again to how a legal contract could be made by Holdsworth on something he never own at the time - ie the clubs assets on which the loan was secured?

It may well be that the timeline I suggested above may have allowed this chain of events to occur - ie briefly on that day Holdsworth was the majority shareholder - but I don't believe that to have happened.

As an aside and on the thread I created today, I note that a well renowned legal firm is now documented with involvement with Holdsworth Sports Shield BWFC Ltd, which I believe was the vehicle used for the BluMarble loan.

Interesting times ahead.

It is possible to caveat a contract to cover future eventualities you know. In fact it's common practice Sluffy.

wanderlust wrote:It is possible to caveat a contract to cover future eventualities you know. In fact it's common practice Sluffy.

I'm sure Ken Anderson's legal advisors would be telling him differently on this matter if they are contemplating litigation.

Sluffy wrote:

wanderlust wrote:It is possible to caveat a contract to cover future eventualities you know. In fact it's common practice Sluffy.

I'm sure Ken Anderson's legal advisors would be telling him differently on this matter if they are contemplating litigation.

As I understand it, they are considering questioning the value of Deano's contribution as £1 million disappeared in arrangement fees - and therefore the club didn't receive it so KA is well within his rights to question who should pay the million - BWFC or Deano. KA is saying the costs are Deano's problem. Deano is saying that the arrangement fee should be paid by BWFC as we wouldn't have got the other £4 million without it.

However, they can't litigate against a contract that doesn't involve KA i.e. the one between Deano and BM as it's nothing to do with KA.

One of the points about all of this is that we're talking about the Accounts to June 2015 and that was the period when all the debate ,arguments and shenanigans were going on about the takeover. That was 19 moths ago-and we're still trading.
Hopefully some of the issues might have been sorted out by now- but we'll need to wait until we see the accounts to June 2016 but I suspect that they will be delayed also although the filing date isn't too far into the future.
What bothers me though is that Deloitte refused to give an opinion on the Accounts and that's based (probably) on a number of issues that they weren't happy with. It seems that some of these are still not sorted though  - they were still not willing to sign off with at least another year's post balance sheet events and information available to them. That is genuinely worrying
This has still got a long way to run

rammywhite wrote:One of the points about all of this is that we're talking about the Accounts to June 2015 and that was the period when all the debate ,arguments and shenanigans were going on about the takeover. That was 19 moths ago-and we're still trading.
Hopefully one of the issues might have been sorted out by now- but we'll need to wait until we see the accounts to June 2016 but I suspect that they will be delayed also although the filing date isn't too far into the future.
What bothers me though is that Deloitte refused to give an opinion on the Accounts and that's based (probably) on a number of issues that they weren't happy with. It seems that some of these are still not sorted though  - they were still not willing to sign off with at least another year's post balance sheet events and information available to them. That is genuinely worrying
This has still got a long way to run

This must be settled if either is to sell on and make money.  Hence, it is in both of their interests to come to terms. In addition, litigation costs plenty of money.  For the team's sake, let's make a deal and move on... Deano should take a future consideration on the sell-on.

rammywhite wrote:One of the points about all of this is that we're talking about the Accounts to June 2015 and that was the period when all the debate ,arguments and shenanigans were going on about the takeover. That was 19 moths ago-and we're still trading.
Hopefully some of the issues might have been sorted out by now- but we'll need to wait until we see the accounts to June 2016 but I suspect that they will be delayed also although the filing date isn't too far into the future.
What bothers me though is that Deloitte refused to give an opinion on the Accounts and that's based (probably) on a number of issues that they weren't happy with. It seems that some of these are still not sorted though  - they were still not willing to sign off with at least another year's post balance sheet events and information available to them. That is genuinely worrying
This has still got a long way to run

Totally agree. The Deloitte thing is particularly about not being willing to state that they felt the accounts were "true and fair" or other typical audit wording that assures us they are not lying or simply fabricating the numbers. I appreciate that they are under no obligation to say anything but given that it is usual practice to at least suggest the accounts aren't faked, it's a worry as I mentioned earlier. As you point out, it's especially weird as they have the following year's trading to work with and give the bigger picture.
I would expect the 2015 accounts to be used to expose the failures of the past and kill off as many issues as possible in one fell swoop as new brooms like to sweep clean and use every tax break they can. What is surprising is that there still seems to be a substantial legacy debt - perhaps that will be addressed in the 2016 accounts but the fact that Deloitte's haven't OK'd 2015 implies there's still some fancy dancing to be done before we have the level playing field we need to move the business forward.
Yes we're still trading but we aren't out of the woods by a long chalk.