Who do you believe?

boltonbonce wrote:Sluffy, you were saying you were a big fan of jigsaws, and in a way, this thread is cut from a similar cloth.
The pieces are there, and you have, somehow, to put them together.
It must make you wonder sometimes, if all the pieces are in the box, and if the puzzle, when finished, will look anything like the picture on the box.
You and Bob have your work cut out. Good luck though. Despite what I say, I do try and follow the thread.

Thanks for that.

I don't know what it is that shapes you into the person you become (nature v nurture debate*) but I've always been an analytical and deep thinking type of person and cautious in approach to life and so stuff like this, puzzles and other cerebral type things have always come naturally to me.

It's just how I've turned out I guess.

I think it is simply how you've been put together by nature and how lucky you've been with your parents, friends and others around you as you've developed into what you end up becoming.

I obviously like all kinds of stuff like trying to work out the puzzle in this thread and over the years with quite a lot of training and experience have managed to pick up one or two things that sometimes help in trying to sort riddles like these out.

I certainly wouldn't know where to begin on this one without Bob's supreme knowledge of accountancy.  I've definitely not seen anyone else with even a fraction of his comprehension of what actually has been going on financially at the club from pre-Anderson to now.  (Am I allowed to point out that someone who thought he did was a matter of being a mere £168m out at one stage - so much was the complete ignorance and total lack of understanding from others who believed they knew much better).

I just really see everything as some sort of game - even life itself I suppose, I mean it is all quite meaningless really isn't it?  I mean you're born, you pass your genes on (or most do) then you die - what's to be taken too seriously other than for enjoying your time with your loved ones whilst you are here?

Anyway it's up to others how they want to live their lives but for me I don't care about Anderson, or the Tory Party, or Brexit or most anything else outside of my daughter, I just try to help others in my own little way, which is really what I'm doing here on this thread with Bob.

Does it really matter how or why FV is funding the club - not really.  Does the club even matter - well of course it does to many but to me it is just a hobby, an enjoyment I've had through life, part of my growing up and as such ingrained in me but my analytical self can see it as being no more than a business, in the entertainment sector, which plays a game - football - just 22 young blokes (handsomely paid) for simply kicking a ball about.

It's fun riding the rollercoaster but it isn't my religion as I know it is to some others.

I'm not judging anyone just saying how things are to me.

Have Bob and I found all the pieces of the jigsaw, no, not yet but I think we have made a pretty darn good stab at it - and I've found it fun doing so.

I appreciate stuff like this is not to everybody's liking but I'm pleased you've found it interesting enough to follow along with us two!

Better to travel hopefully and all that, no doubt!


* https://en.wikipedia.org/wiki/Nature_versus_nurture

Thanks Boncey and Sluffy. Philately can take you a long way.

Still nowt from FVWL. It shouldn't really take them much longer than filling in one of Neil Hart's membership forms to comply with their outstanding company law obligations but they are still non-compliant.

No wonder Cousin Vinny's been looking pleased with himself though. It seems that he didn't get the extra £25million COVID loan he was after and the Green Britain Group (he owns all the shares) lost another £10.9million last year but he did get  £32.4m from the sale of shares in The Electric Highway Company (EHC) to Gridserve.

 Don't ask me where Gridserve got its money from but EHC's assets were in serious need of upgrading so Gridserve would need the money to do that as well.

Before all this happened, he'd managed to turn his £2.1million debt owed to the company into a £3.5million debt owed by the company to him. Where does someone who says he's perpetually overdrawn get £5.6million from?

https://www.thetimes.co.uk/article/dale-vince-i-may-be-worth-100m-but-im-still-overdrawn-each-month-08s9pztkp

It reminds me of a conjuring trick he's pulled off a couple of times before which I was able to fathom. I haven't fathomed this one out yet though

Its beginning to look very much like we might be seeing Baron Rodborough at the Unibol next season. I wonder what he might choose to wear to grace the occasion if it happens.

Thanks BTID

Sharon 2,393,750
Mike James 882,189
Luckock 455,266

Government 393,881

Total 4,125,086


Compare it with the last years statement

Sharon 1,250,000
Mike James 500,000
Luckock 250,000

FV Ltd 750,000 (note these shares were 'transferred' on the 26th October, 2021 - just before the government loan to shares on the 29th Oct, 2021)

Total 2,750,000

On the 6th December 2021 Sharon filed that a Statement of Capital showing that 2,000,000 shares so presumably 'transferred' means 'withdrawn' or no longer in existence???

Anyway change in Shareholdings

Sharon 1,250,000 to 2,393,750 = 1,143,750
James 500,000 to 882,189 = 382,189
Luckock 250,000 to 455,266 = 205,266

Total 2,000,000 to 3,731,205 = 1,731,205

Government Nil to 393,881 = 393,881

Grand Total = 4,125,086


Therefore if 2,125,086 new shares were issued (1,731,205 + 393,881) and the government paid £5m for 393,881 or £12.6942 per share (???)* then combined FV should have paid £21,976,244 for their increased allocation (all things being equal).

In other words new shares to the value of just a tad under £27m

The Statement for an allotment of shares on the 29th October,2021 (shown as 20th on the second filing?) states that three loans to the total of £12.5m (one of the loans we are led to believe is the initial £5m government Covid loan being converted into shares) were used as a 'non cash consideration'.

I can only assume therefore that the remaining £14.5m was paid then in cash???

Assuming that the 750,000 shares held by FV on the 29th October played a part then their value based on what the government apparently paid equates to £9,520,642.

If FV took out the second government loan(?) or received investment of £5m, then that combined with the £9.5m would total the £14.5m shortfall but to be honest I'm just playing with numbers now.

I do think though that the 750,000 FV Ltd shareholdings have played some part in this, otherwise why where they 'transferred' on the 26th October and seemingly 'disappeared' just a few weeks later?

I also strongly suspect there is a second government loan rolled up in this in some way - for two reasons, first why have Sharon, James and Luckock increased equity if they could have avoided doing so and remained as creditors and loaned the money to the club instead and secondly why are the government's shareholding apparently worth twice the share value of Sharon etc, at the point of a sale of the company?

* To put the price per share into some sort of perspective, on the 21st January 2022 (about 3 months later than the government £5m investment for roughly 400,000 shares at apparently something like £12.70 per share(???)) FV issued more shares which were sold at £1 per share!!!

Something very, very strange is going on as it would mean at that reduced trading price the governments £5m worth of shares is now worth just £400k or a loss of 90% of its value in a matter of 12 weeks or so!

Something is clearly not right somewhere in all of this.

Could it be the power of Bolton Nuts or The Wanderer that's caused FV to pull their finger out?

In my experience conspiracies are almost always accompanied by cock-ups. There have plainly been errors in documents filed previously but in this case it just looks more like a contrivance than a conspiracy.

I'll be taking a closer look at the detail having regard, in particular, to what would be the possible outcomes on any change of ownership or sale of the shares. The first thing to note though is that there are only four shareholders when Sharon indicated their were five investors. So who is the other one, what exactly have they 'invested' and what are they expecting to get out of it all?

Bob, as a bit of a village idiot with regard to financial matters, could you, or Sluffy, give me a ball park opinion as to whether we're looking at financial problems down the line, or is this sort of stuff your run of the mill business norm?

boltonbonce wrote:Bob, as a bit of a village idiot with regard to financial matters, could you, or Sluffy, give me a ball park opinion as to whether we're looking at financial problems down the line, or is this sort of stuff your run of the mill business norm?

Football business is never run of the mill, Boncey. FV were bound to struggle. They'd committed to paying a lot and hadn't got a lot. The last balance sheet we've seen was not encouraging but its now so out-of-date that it's no more than an indicator of some the looming issues.
 
The government's £5million was a godsend but won't resolve things in the longer term.

Sharon's putting on a brave face and you wouldn't want it otherwise but imo new money will be needed and Sharon appears to be actively seeking it out. Good luck to her.

boltonbonce wrote:Bob, as a bit of a village idiot with regard to financial matters, could you, or Sluffy, give me a ball park opinion as to whether we're looking at financial problems down the line, or is this sort of stuff your run of the mill business norm?

I'm public service trained and my job was basically to ensure that the organisations I worked for complied with the law so Bob is by far the more knowledgeable one of the two of us to give you a deeper understanding of what has been going on and where this is leading us to.

If it helps though I can state the obvious which is that as a limited company which FV is and which owns the club and hotel (both themselves also limited companies and part of FV's structure of companies) they are required to operate within Company Law, one of which says that they can trade only if they are financially solvent.

It is abundantly clear that FV paid more than the the assets of the business were worth when they bought it from the Administrator and that the trading position since then hasn't changed - indeed it has got worse as they've already reported their first year trading as a financial loss.

These two things though are not a matter of concern if the owner of the company is happy to keep plugging the financial hole themselves as Eddie did.  The problem only comes when they stop and there is no one else to take it on.

From outward appearances this 'seems' to be the same case with FV in that some form of assurances have been seen by the company auditor to sign off the last set of accounts to show that we are a viable concern (note that this didn't happen under Anderson's tenure).

Although the auditor was 'happy' Bob and I couldn't really understand why this was so because neither of us could truly grasp on what basis it was done - I thought it was the two £20m 'credit' facility of 'loans' that Sharon and Luckock had set up, Bob fully believed that not to be a credit facility at all.

Those loans have since been removed and all the jiggery pokery of whatever has just gone on has replaced it.

Has the new financial situation made us more solvent then we were though?

On the face of it, it appears that FV have just obtained a £5m loan from the government which in reality is worth just £400k to pay back if we sold the club tomorrow (one could argue that it is worth £800k if the government shares do indeed carry a 200% premium on them?).

Let us look at it in the perspective that FV has just received a free gift off the government (us the taxpayers) to the tune of £4m.

It looks as though this 'gift' has helped settle most of EDT's outstanding loan with the remainder outstanding on the books only to be paid on promotions (and promotions mean bigger revenue - so in a sense self financing for these loans).

The rest of it seems to have gone on new players and limiting the trading loss over the last year or two.

The other two major creditors seem secure in that PBP (Mike James) is secured against the hotel and Warburton against land and both don't seem to be agitating for their money to be returned to them anytime soon(?).

That leaves the last known major creditor being the Administrators fees which too is secured against FV assets.

So where does all that leave us?

Well I suspect we are still trading at a loss (although the government loan may mask that for the trading year it falls under) but are now further down the road to becoming more sustainable as a company.

One could also argue that we've now got some player assets in the form of Charles, Dapo and Santos who we could sell if we had the need to in order to balance the books.

The crowds have returned and ST sales look strong for next year.

I've no idea however about the hotel or what the trading position for that will be?

It would seem to me that there has been some willingness from the owners to dip into someones pocket to fund the club as clearly the business wasn't able to fund itself and that probably is still the case now too.

There is however a big mystery to me in who Luckock is, what he is doing here and what he is getting from his involvement as a shareholder at FV?

He seems so far to be in for the long term and that whatever loans (to shares) he's invested, he's been happy doing so. In so far as if he'd just said 'no' he wants his loans repaying on time and left the scene, he's now tied in with making the business successful in order to sell his shares and get his investment back that way - if you see what I mean.

The three of them Sharon, Luckock and James seem to be sticking around, the major creditors seem to be relaxed about their eventual settlements, the club seems to be moving towards some form of financial self sustainability and the fans seem to be totally behind Sharon.

All seems good for now (not including us the taxpayer who seem to have been totally ripped off(?)) but who knows what is around the next corner?

I look forward to reading Bob's views on all this as he's right about these things far more often than I have been.

Edit - I've just seen them after typing this - and of course he is correct.

I just think I'm a bit more optimistic about the future on the basis that Sharon, Luckock and James don't seem to be in any rush to sell up and move on in order to get their investments back and the longer they are here the more likely it is that the club will reach a level of financial self sustainability.

Thanks guys. Here's hoping for the best. Might get bumpy though.

Thanks Sluffy. You've been extremely helpful in rooting out stuff that I might not otherwise have found. Its very much appreciated.

It takes a long time to dispose of majority shares in a football club but it can all turn very nasty in next to no time at all, as we have witnessed at Bolton and at other clubs.

If Sharon is as savvy as she seems to be she will not wait for it to turn sour but don't expect to spot it on Rightmove or a 'For Sale' board to go up at the Reebok Stadium.

Ten Bobsworth wrote:Thanks Sluffy. You've been extremely helpful in rooting out stuff that I might not otherwise have found. Its very much appreciated.

It takes a long time to dispose of majority shares in a football club but it can all turn very nasty in next to no time at all, as we have witnessed at Bolton and at other clubs.

If Sharon is as savvy as she seems to be she will not wait for it to turn sour but don't expect to spot it on Rightmove or a 'For Sale' board to go up at the Reebok Stadium.

No chance of seeing us on Flog It then?

Or Dickinson's real Deal, for those who know what ITV is.

boltonbonce wrote:
No chance of seeing us on Flog It then?

Or Dickinson's real Deal, for those who know what ITV is.

Cheap as chips!

You couldn't get a bag of chips for what the 'Sports Shield Consortium' paid.

Ten Bobsworth wrote:Thanks Sluffy. You've been extremely helpful in rooting out stuff that I might not otherwise have found. Its very much appreciated.

It takes a long time to dispose of majority shares in a football club but it can all turn very nasty in next to no time at all, as we have witnessed at Bolton and at other clubs.

If Sharon is as savvy as she seems to be she will not wait for it to turn sour but don't expect to spot it on Rightmove or a 'For Sale' board to go up at the Reebok Stadium.

You are very welcome Bob, my thanks to you for lighting the pathway in the first place because I would certainly be in the dark along with most everyone else if you hadn't done so here and many other occasions too over the last few years (and for your patient explanations when I've clearly gone off piste).

I have an enquiring mind and stuff like this interests me (more academically than as a need to know - if you know what I mean) and sometimes somethings don't seem to fit to my mind and that's why I have a little ponder about things and wonder if the answer might be 'this or that' and do a little bit of digging to see if it would or not.  I simply post these things up and am delighted if some do happen to help in someway or other.

I'm fascinated to find out more of your unravelling of things as the time goes on as clearly there's a lot about all this that is still unknown and obviously deliberately kept that way too.

Not that I'm suggesting anything untoward but in simple terms, why have a bunch of strangers (Mike James excluded) rocked up here, paid a load of dosh for an obviously bad investment, with no obvious means of turning a guaranteed profit anytime soon and clearly changed horses a few times in the race already (Made in Bolton - under Keith Hill, The Phoenix has crashed landed - Kenyon and Tobias, and recently Covid Loans R Us - featuring Lord Agnew's chagrin).

There doesn't really seem to be much of an actual script being followed here does there?

Thanks Sluffy. There are still a few mysteries to solve. Did the FVWL shareholders really come up with another £7m of their own on top of the initial £2m? They might have done but why would they?

Anyway two more documents landed at Companies House yesterday relating to a 'Person with Significant Control'. In other words Sharon.

Sharon now owns 58%, Michael James 21.4%, Nick Luckock 11% and UK FF Nominees 9.5% (not 8% as previously reported).

Despite the size of the investment, it looks even more like the UKFF shareholding may have been minimised to stay below the EFL 10% rule just in case UKFF (aka the taxpayer ) ended up owning shares in another footie club.

We might know a bit more about 'sustainability' when the 2021 accounts are filed. The FV deadline is 31 March 2022 and a small number of clubs have already filed theirs. FV were one of a few club owners that were late last year despite a three month extension of the filing deadline.

I'm trying to look at it in a different way Bob - maybe I'm well wrong - but if the governments £5m equated to around £400k worth of shares at £1 each could the 'magic' work the other way too - ie if FV only put £400k in could it equate to £5m for their 'perceived' matching contribution?

My start point if you will is that there were 4,125,086 shares as on the 10th January 2022 BUT there were 750,000 more existing when the government bought their £5m worth and these 750,000 shares seemed to be 'written off'(?) on the same day - 29th October, 2021 (see 6th December entry at CH)

The recent Shareholder Confirmation statement says that these 750,000 shares (then held by FV Ltd) were 'transferred' just three days earlier - 26th October.  ???

What happened with these shares between the 26th to the 29th October?

Could they have been bought for £1 per share and then some how be suddenly worth millions as per the valuation of the government share buy in?

Also why is there a Withdrawal for a Person with Significant Interest (for Sharon) on the 29th October, then immediately a new confirmation that she was from the same date???  Could a possible inflated price for the 750,000 shares on that date - before they were seemingly written off(?) account for that brief blip???


And another thing I can't grasp is why the share price is shown as £8 and £6 to purchase the increased share allocations and also why there were 117,000 unallocated shares on the 29th October and seemingly paid up as per the 21 January 2022 Statement of Capital - presumably they were not bought before the 10th January statement but purchased on or before the 21st Jan?

I assume the share price is necessary for the 'magic' to work for all of this (and keep the governments perceived holding to less than 10%) and that there was some reason why some shares need to be set aside until after the 10th Jan Shareholding Statement?


Another minor thing that crossed my mind  was that Sharon, Mike James and Luckock have acquired a further 1,731,205 shares but their individual percentage increases differed...

Sharon 1,250,000 to 2,393,750 = 1,143,750
James 500,000 to 882,189 = 382,189
Luckock 250,000 to 455,266 = 205,266

Total 2,000,000 to 3,731,205 = 1,731,205

...it is a long time ago since I worked out percentages so I've not bothered trying but if you take Mike James for instance his 500,000 shares equated to a further 380,000 and if you times it by 2.5 (to what Sharon's holding was more than his originally) she's received slightly more than him and similarly if you halved it (to what Luckock's holding was originally) he's received slightly more than him too?

Putting that aside I would have thought the increase in shares might have followed from whose (individuals) loans they they turned into equity?

No doubt everything is balanced between the three of them - and that allocation of new shares must be done in accordance with the Articles of Association.


I also played with the idea that the 117,000 unallocated shares had a value on paper at least of £1m and that the 750,000 shares held by FV Ltd if bought for £1 per share and added to this £1m would total almost exactly the £1,731,205 in crease in shares by Sharon et al if valued at £1 per share.

However even I knew that I was barking up the wrong tree with this idea!

I've been having a further ponder.

One think that bothers me is why the difference in share value purchase shown as £8 and £6 on the same day?

We assumed originally that was because the government claimed a discount - but that must be a false assumption because they only seem to hold 400,000 shares yet 1,400,000 were shown to have been paid for at that price (£6.7878)?  Meaning the government bought all the 1,400,000 at that price and sold some which Sharon et al must have bought as at the 10th Jan statement OR that there were two separate issues on that day at different values and Sharon et al bought a bunch at both rates (or the government bought all their shareholdings at the higher rate - or even some at each rate - if you see what I'm trying to say).

There must be some significance to the differention that we haven't picked up on???


Another thing bothering me is how do you write off shares?

If the 750,000 shares held by FV Ltd came into play then I would imagine someone must have bought them(?) or do they carry a value just on their existence alone(?) - in other words simply because they exist but unowned do they have a monetary worth?

If they did then presumably no one need to buy them to bring them into play?

If so, could you calculate in some way that the company is worth say £30m (which would include these shares as part of the value) and doubling the existing shares by means of a further allocation at that share valuation would value it at £60m - hence the (inflated) share price of £8 and £6?

Once you've no longer any need of these 750,000 shares and no one has bought them, could they then simply be written off?

Or is my thinking completely ridiculous - which it probably is?

I'm just trying understand why the shares were seemingly 'saved' for months and not written off on say the 26th October when in looked as though FV were clearing the decks for the 29th October - and instead 'kept' solely for that day before being written off?

Was there a specific reason they still existed up to and on the 29th Oct?

There's a lot to answer in your two posts, Sluffy. Forgive me if I just focus on one. Its something I'd previously noticed but hadn't checked out or followed though.

A 'person with significant control' (PSC) essentially is someone who owns or controls more than 25% of the shares or voting rights of a company.

The two documents filed on 18 February 2022 (confusingly and not for the first time) seem at first sight to be in the wrong chronological order. However what CH seem to be indicating is that Sharon Brittan was a PSC on 29 October 2021  but wasn't on 18 February 2022.

Has there been some mistake? I think there probably has. The CH summary isn't actually in accordance with the first document but if it isn't Sharon, who is this person that ceased to be a PSC on 29 October 2021? So far as I can see Sharon has been the only PSC since August 2019.

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.

Alan Nixon is still on about the Swiss interest.
 

Ten Bobsworth wrote:There's a lot to answer in your two posts, Sluffy. Forgive me if I just focus on one. Its something I'd previously noticed but hadn't checked out or followed though.

A 'person with significant control' (PSC) essentially is someone who owns or controls more than 25% of the shares or voting rights of a company.

The two documents filed on 18 February 2022 (confusingly and not for the first time) seem at first sight to be in the wrong chronological order. However what CH seem to be indicating is that Sharon Brittan was a PSC on 29 October 2021  but wasn't on 18 February 2022.

Has there been some mistake? I think there probably has. The CH summary isn't actually in accordance with the first document but if it isn't Sharon, who is this person that ceased to be a PSC on 29 October 2021? So far as I can see Sharon has been the only PSC since August 2019.

No Bob I don't believe that to be the case.

The 18th Feb 2022 is only the date that form was received for filing.

It is quite specific that on the form that on the 29th October 2021 the "Statement ceased to be true".

I read that as being Sharon was no longer then a person with Significant Control.

The form reference is PSCO9

https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/882789/PSC09_v2.0.pdf

If you look at this form you have 'fixed' statements that you 'tick' for the choice that is 'true' - See Section 4 on the form.

In the 'side notes' to Section 4, it requests a PSC01 form to be completed when there is an update to this information.

The second form received by CH is the PSC01 and records Sharon to have Significant Control from the exact same date causing me to wonder what had gone on?

https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/880906/PSC01_V3.0.pdf

Hence I was playing about with the notion that maybe the 750,000 shares had somehow come into play in some way and hence why there was seemingly a brief interruption in Sharon's PSC?

Maybe the explanation is simply that between the time the new shares were issued and before they were allocated that for a brief moment Sharon did indeed no longer have significant control?


Apparently looking at other sources, that any forms such as these ones are required to be filed within 14 days of the event (which they clearly were not) but I've not bothered to track that down and confirm it on the gov site.

Interestingly whilst I've been looking around at all this I found this...

https://www.gov.uk/government/publications/give-notice-of-withdrawal-of-election-to-keep-people-of-significant-control-psc-on-the-register-ew04

Withdraw register of people of significant control (PSC) information from the central register (EW04)
Use this form to withdraw your register of people with significant control (PSC) from the central register.

Details

This form can be used to notify Companies House you no longer want to keep your PSC information on the central (or public) register, where the company has previously chosen to hold it there.


Now the way I'm reading this is that it seemingly is not mandatory to report being a PSC if you register to drop out of doing so(?).

This does not seem to be the case in this instance because both the PSC09 and PSC01 forms specifically warn that those forms should not be completed if such a withdrawal had been made.


There never seem to be anything clear and straight forward with FV does there or is it me making hard work of following what is going on!