Who do you believe?

No Bob I hadn't, I don't follow him.

Sorry that I hadn't picked up on the connection with Sharon and Braverman that you had previously mentioned, I must have read it originally but the penny didn't drop for me at the time.

Thanks for the heads up about the statement of capital, I still can't understand what is what and what the master plan is but no doubt Neil Hart will explain all at the ST's AGM a week on Thursday!

Sluffy wrote:No Bob I hadn't, I don't follow him.

Sorry that I hadn't picked up on the connection with Sharon and Braverman that you had previously mentioned, I must have read it originally but the penny didn't drop for me at the time.

Thanks for the heads up about the statement of capital, I still can't understand what is what and what the master plan is but no doubt Neil Hart will explain all at the ST's AGM a week on Thursday!

Its now appeared but its just as perplexing as the previous 'statement of capital'. The only things that have changed is that one number has now got a tick against it and one date, that had previously been overwritten, now appears without being overwritten.
Bizarre.
 
Try for yourself multiplying the numbers of shares issued with the price paid for the shares, add the numbers up and compare to the values of loans converted to shares (see para 3).

https://find-and-update.company-information.service.gov.uk/company/11761052/filing-history

 I really don't know what's afoot (or fait accompli) but I'm concerned that there might be an even greater diminution in the position of Michael James, the only Wanderers supporter part of the present regime.

The new capital position and shareholdings should be prominent on the radar and high on the agenda of any decent Supporters Trust yet BWFCST, so far as I know, has remained totally silent. Don't you think that we need Boncey to ask some questions? He's an ST fan, isn't he?

Or we could just leave it to Lusty to explain it all.

There is one other change, Sluffy. The new document says that the new shares are £1 shares not £0.01.

There was obviously something wrong in that but CH is still saying the share capital is £41,245.60. That makes no sense at all and is almost certainly another mistake. The new share capital seems to be £4,124,560 with new shares issued at a massive premium.

But who owns all these new shares? Who would massively overpay for them and why?

Ten Bobsworth wrote:Its now appeared but its just as perplexing as the previous 'statement of capital'. The only things that have changed is that one number has now got a tick against it and one date, that had previously been overwritten, now appears without being overwritten.
Bizarre.
 
Try for yourself multiplying the numbers of shares issued with the price paid for the shares, add the numbers up and compare to the values of loans converted to shares (see para 3).

https://find-and-update.company-information.service.gov.uk/company/11761052/filing-history

 I really don't know what's afoot (or fait accompli) but I'm concerned that there might be an even greater diminution in the position of Michael James, the only Wanderers supporter part of the present regime.

The new capital position and shareholdings should be prominent on the radar and high on the agenda of any decent Supporters Trust yet BWFCST, so far as I know, has remained totally silent. Don't you think that we need Boncey to ask some questions? He's an ST fan, isn't he?

Or we could just leave it to Lusty to explain it all.

Thanks Bob.

My background is public sector so company shares are outside of my specialisms so I can't be too much help to you I'm afraid but I have noted a couple of differences more between the two documents.

The first is what is stated by CH and not on the forms themselves - the most recent entry states the form is for shares allocated on the 20th October, 2021 the 'original' states it is for shares allocated on the 29th October, 2021.

As I assume you can only allocate shares once, then 'trade' them thereafter then I would guess that there has been a mistake on the date (which is not shown on the file documents themselves) of the allocation that must have been important enough to have to rectify at CH by submitting a 'clarification' statement?

For what it is worth I posted this sometime back which seemed to indicate something significant happened on the 29th October (I'm guessing that's when the government Covid agreement was done) - and also highlighted the seemingly significance of something previously happening on the 26th October (I'm guessing clearing the decks for the 29th to take place?), so I'm guessing it was important to make clear that the allocation took place prior to those two dates and not on the last one as originally shown?

https://forum.boltonnuts.co.uk/t23140p140-the-bullshit-papers#433815

The other thing I noticed was the forms were signed by two different people, the first by Luckock and the second unreadable but someone of authority as listed in those people able to sign the document.

Hope this helps in some way?

Second document looks like it was signed by Willy the Worm.

There may be something in the alteration of dates but I think the more substantive issues are the shareholdings and capital positions. For most of its existence BWFC has been owned and/or run by Boltonians or folk with strong associations with Bolton. That is now far from being the case.

I don't think this £40k or £4k (whichever it is?) amounts to a hill of beans Bob, Sharon has been mostly majority shareholder for starting to get on for three years now and own shares valued in excess of £1m.

To be honest I'm not really sure what this Statement of Capital following an allotment of shares even means in the circumstances we are talking about?

Section 13 of the adopted articles of association deals with this but as far as I can understand it, all it means is these allotted shares should be offered pro rata to all existing shareholders first and any not taken up offered for sale to anyone else.  Hardly going to effect anything much as it stands now, is it, or am I missing something?

The value of these shares are so puny compered to the value of shares already owned that I started to wonder if they were in someway tied into the small percentage of shares in Burnden Leisure that Eddie did not own?

Maybe these needed to be 'tided up' somehow before the Covid loan was able to be granted by the government perhaps?  It would to some extent explain the date on the original filing and the need to correct it?

But the more I thought about it I reasoned it could not be this as once Administration takes place all shareholders lose their share ownership of that company.

Maybe then it is Sharon's way of giving these former shareholders something back for little money (if it is only £4k) and a lot of good will?

The other thought I had was it somehow connected to the ST, maybe they've been given some token shares in the club perhaps?

I can't believe it to be either of these in all honesty but then again I can't think of a reason to allocate £4k or £40k of additional shares (when the current share holding already totals a few millions) unless it is intended to 'round out' the existing shareholders allocations into 'whole numbers' rather than being say owning currently 24.99357% of them. perhaps?

As I say I don't understand what it is all about - sorry.

Sluffy wrote:I don't think this £40k or £4k (whichever it is?) amounts to a hill of beans Bob, Sharon has been mostly majority shareholder for starting to get on for three years now and own shares valued in excess of £1m.

To be honest I'm not really sure what this Statement of Capital following an allotment of shares even means in the circumstances we are talking about?

Section 13 of the adopted articles of association deals with this but as far as I can understand it, all it means is these allotted shares should be offered pro rata to all existing shareholders first and any not taken up offered for sale to anyone else.  Hardly going to effect anything much as it stands now, is it, or am I missing something?

The value of these shares are so puny compered to the value of shares already owned that I started to wonder if they were in someway tied into the small percentage of shares in Burnden Leisure that Eddie did not own?

Maybe these needed to be 'tided up' somehow before the Covid loan was able to be granted by the government perhaps?  It would to some extent explain the date on the original filing and the need to correct it?

But the more I thought about it I reasoned it could not be this as once Administration takes place all shareholders lose their share ownership of that company.

Maybe then it is Sharon's way of giving these former shareholders something back for little money (if it is only £4k) and a lot of good will?

The other thought I had was it somehow connected to the ST, maybe they've been given some token shares in the club perhaps?

I can't believe it to be either of these in all honesty but then again I can't think of a reason to allocate £4k or £40k of additional shares (when the current share holding already totals a few millions) unless it is intended to 'round out' the existing shareholders allocations into 'whole numbers' rather than being say owning currently 24.99357% of them. perhaps?

As I say I don't understand what it is all about - sorry.

Sorry Sluffy but you seem to be getting your K's and your M's mixed up.

A total of 725,480 new shares have been issued at a price per share of £8.48476 per share and another 1,399,566 at £6.78780 per share. I make that to more than £15.5million in total.
£9.5million of this appears to be the conversion of the £5million COVID loan with the rest being the conversion of other loans.

Leaving aside the clear and obvious error in the document signed by Nick Luckock, I would ask myself why anyone of sound mind would pay that sort of money for shares in FV. Yet there must be a reason for what, for a second time, has all the appearance of financial creativity/alchemy. What is that reason?

Ten Bobsworth wrote:Sorry Sluffy but you seem to be getting your K's and your M's mixed up.

A total of 725,480 new shares have been issued at a price per share of £8.48476 per share and another 1,399,566 at £6.78780 per share. I make that to more than £16.5million in total.
£9.5million of this appears to be the conversion of the £5million COVID loan with the rest being the conversion of other loans.

Leaving aside the clear and obvious error in the document signed by Nick Luckock, I would ask myself why anyone of sound mind would pay that sort of money for shares in FV. Yet there must be a reason for what, for a second time, has all the appearance of financial creativity/alchemy. What is that reason?

As I've been saying Bob I don't have knowledge of shares in company ownership, my specialism is in respect of the public sector where there are non.

Ok I'm now understanding I think a little clearer as to what you've been saying, allow me to repeat back to you my understanding of this in order that you can confirm that to be so.

Up to the new allocation of shares, Football Ventures had 2,550,000 shares held by Sharon (1,250,000) James (500,000) Luckock (250,000) the company itself (unallocated) (750,000).

A total of £4,125,046 new shares have now been issues at the face value of £1 but sold at two rates £8.48 each and £6.79 each which values the total of all these newly issued shares at something around £16.5m.

The statement says how this £16.5m was raised being capitalisation of a £3m loan plus accrued interest, conversion of a loan note for £4.5m plus accrued  interest and conversion of a £5m loan plus accrued interest.

The £5m loan appears to be the government Covid Loan, the £3m seems to be EDT's loan to be paid if we ever get promoted and the £4.5m was (presumably?) what was loaned by Luckock and/or Sharon to keep the club solvent (by means of the £20m 'credit' facility they had set up???).

IF I've grasped the right end of the stick this time what it all means is the EDT has now become a shareholder in FV, so to the government and Sharon and/or Luckock have increased their percentage shareholdings in FV.

I assume (maybe wrongly?) that the 117,857 shares that have not been 'paid up' (which notionally have a value of around £1m being 117k shares x £8.49p) have been allocated to the existing shareholding of FV - shown to be holding
750,000 of original shares?

One point I really don't understand though is who sets the value of the 'new' shares?

What I mean if they are not being traded where has a current valuation of £8.49p been arrived from?  (Presumably the government purchase price was discounted (to a value of £6.79p) as part of the requirement of the Covid loan scheme?).

So it would seems to me that all though a lot has changed that in reality nothing much has really changed at all!

FV had to match the governments £5m Covid loan to obtain it and they've simply exchanged two existing 'loans' to share equity - albeit EDT and the government have become 'reluctant' shareholders in that neither really wanted to become one but through necessity have.

All the previous shareholders prior to the new share issue would have now suffered a diminution to their original value of their shares.

Have I understood the situation as it is now or am I still wide of the mark?

Its not easy to follow, Sluffy, but the document signed by Nick Luckock contained a clear and obvious error in reporting that the 2,125,046 new shares were penny shares when they were pound shares. Maybe somebody else filled in the form and he just signed it but I would have expected a bit more care.

This error was compounded by Companies House reporting that with the new shares added to the previous £2million shares the total nominal value of the shares amounted to only £41,250.46.

Why should it have taken so long to correct it when some doddery old geezer called Gudnib spotted it in an instant? 

Anyway the document signed by Willy the Worm corrected the main error but CH are still wrongly reporting the share capital at £41,250.46.
 
What does it all mean though and why has FV gone through with all this? I think the main answer is declarations of solvency. Although FV is making financial commitments for three years or more, aside from any special EFL rules, the declaration of solvency rules under the Companies Act only look forward 12 months from the date of the declaration or signing of the accounts iirc.

I would forget the idea of EDT being shareholders, that boat sailed a long time ago, but it does seem like the government now own 34% of the shares. 1,399,566/4,125,046.

What are the shares actually worth? Not a lot imo

Who have the other shares been issued to? Dunno.

Where does it leave Michael James? Dunno.

How did they arrive at the share prices? I've some idea but lets just leave that for now. You can take it that its not what the shares are worth.

You'll find the declaration of solvency rules under the Companies Act here, Sluffy

https://www.legislation.gov.uk/ukpga/2006/46/section/643

The solvency declaration by the directors of FV was made on 26 October 2021. Three days later loans were converted to shares. I think the two events are linked to each other.

https://find-and-update.company-information.service.gov.uk/company/11761052/filing-history

The auditors also have to inquire into solvency and here again they have to consider a period 12 months after the accounts are signed off. It will make the auditors job a bit less concerning with none of those three loans requiring repayment but there are still other loans that remain outstanding.

Neither is it exactly clear who controls FV now or how many shares are owned by each shareholder. I suspect its still Sharon in control but the taxpayers have stumped quite a lump. Should we expect better accountability in return? I think we should.

Thanks Bob.

It has taken me a while but with your help I think I'm getting a bit closer to comprehending a few things.

Leading up to the recent activity the shares in FV totalled 2,750,000 (I note I made a typo in listing them on my post above which led to me confusing myself for quite awhile!)

The first step thereafter to me would seem to be the statement of Capital dated 6th December - which is actually for a reduction[i] of shares leaving 2m remaining.  The form is 'stickered' with the date 29th October clearly showing.

It would seem therefore that the 750,000 shares held by FV (the company) have now been 'killed off' or whatever the correct term is.

This is why when we add the new shares issued (2,125,046) to the [i]now 2m existing already you end up with 4,125,046 which is the same total as declared on the original statement of capital after allotment of shares signed by Luckock.

I would have imagined someone made an error (showing the shares at a penny) on the form for Luckock to sign.

To be fair to CH whoever recorded the document simply put what it stated 4,125,046 shares x 0.01p = £41,250.46p

The subsequent amended form corrected the penny share error but CH didn't alter its summary on their filing history when registering its receipt.

The correct amount should now read £4,125,046 pound shares as the companies capital.


I would imagine FV have gone all through this simply to be able to access the government Covid loan and comply with what is required of them to get it.

I understand the share value is meaningless but somebody put a value on them for this exercise to take place but I haven't a clue how or why they determined that amount per share to be the basis of all their calculations?

The reason why I thought EDT may now be a shareholder is based on something you stated earlier in that you assumed that the £2,500,000 loan Eddie had left in the club (plus bonus payment for promotions of £250,000 x 2) was the £3m loan that had been capitalised as shown on Luckock's statement.

I reasoned if the loan had been converted to shares and the loan was held by EDT then would not EDT  hold the shares in lieu?

Perhaps it doesn't work that way but that was my thinking?

To answer your question as to whom the shares have been issued to, surely that is to those who put in the £5m loan (the government) the £3m converted shares (I'd assumed that was EDT?) and the £4.5m loan note conversion (presumably Sharon and or Luckock?).

As for Michael James I don't think he's in a much different place than before all this in that his £500,000 investment in the original shares were not worth much really in real terms as FV overpaid for the assets they acquired and that the club traded ever since at a loss - and it now looks even bleaker for him in getting his money back now after what has since happened.

I guess in his mind the money was already gone so he can't be much bothered if it now looks even more gone!

FV shares can probably be described as worthless right now and in the immediate future but if there's no intention to see FV (and there doesn't seem to be, then it really isn't a problem - just as long as someone keeps paying all the bills.


EDIT - I note your second post but I don't think it changes anything I'm saying above?

I think you'll find, Sluffy, that the £3million loan referred to is the Unsecured Shareholder Loan Facility explained in Note 23 of FVWL's audited 2020 accounts.

https://find-and-update.company-information.service.gov.uk/company/11761052/filing-history

I believe that the share prices have been arrived at by dividing the amounts of the loans plus accrued interest with the numbers of shares to be issued. Don't ask me how they arrived at either of these two figures because they throw up strange unexplained anomalies but who would value a share at £8.48746 or £6.78780?

If you try doing it the other way round (i.e. multiplying the numbers of shares by the share price) you might see what I mean.

Thanks Bob, I must have misunderstood (or misremembered?) something that you had said about he money that EDT is still a creditor for and wrongly assumed the £3m capitalisation of a loan was for that.

As for the share price, surely it is/was just a meaningless exercise other than to arrive at a valuation for the shares on that day as nobody will pay £8 a share for them in real life for them then or now.  I guess they required to achieve some notional value to complete the process of the loan and that was the governments system of deriving one?

As for the unexplained anomalies perhaps the accrued interest has created the total not to be divisible by a whole number when deriving a value hence the need for the decimal point to several places and thus being fractions out when trying to reconcile the shares by share price?

If you do the calculations, Sluffy, you get these figures:

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

None of these seem to tie in with the two shareholder loans of £4.5m and £3m respectively or the £5m government loan (with or without interest).

But you will notice, as previously mentioned, that the last line represents a 20% discount on lines 1 and 2.

All very curious.

Sorry, I don't have a clue.

I can only guess that the 8.4 etc and the 6.7 etc are the closest anyone could get to the numbers that they were aiming at?

I can't see it being meaningful in any way unless there's something I've not understood?

The shares are only worth what someone else is willing to pay for them and unless they strike oil under the pitch no one will be paying anything like £8 a share for them in the foreseeable future!

It does also suggests to me that Sharon will be tied to the club for a lot longer than her original plan whether she intended to or not.

Sluffy wrote:Sorry, I don't have a clue.

I can only guess that the 8.4 etc and the 6.7 etc are the closest anyone could get to the numbers that they were aiming at?

I can't see it being meaningful in any way unless there's something I've not understood?

The shares are only worth what someone else is willing to pay for them and unless they strike oil under the pitch no one will be paying anything like £8 a share for them in the foreseeable future!

It does also suggests to me that Sharon will be tied to the club for a lot longer than her original plan whether she intended to or not.

Yes, Sluffy, but when you file documents under the Companies Act they are supposed to be accurate and make some sort of sense.
 
Its still not making much sense to me though the £5m has plainly been a godsend. Remember though that £2.75m of that has been paid to EDT with another £250K due and there's still Brett Warby and PBP to settle up, not to mention any unsecured creditors that might still be waiting.

Ten Bobsworth wrote:Yes, Sluffy, but when you file documents under the Companies Act they are supposed to be accurate and make some sort of sense.
 
Its still not making much sense to me though the £5m has plainly been a godsend. Remember though that £2.75m of that has been paid to EDT with another £250K due and there's still Brett Warby and PBP to settle up, not to mention any unsecured creditors that might still be waiting.

Don't forget the Administrators bill is still outstanding too!

Has £250k gone to EDT though as according to CH Fildraw's charge was settled on the 5th October which seems to suggest was done in advance of the Covid loan paperwork?

I guess Sharon could have paid it out of her purse then refunded herself when the loan came through which amounts to the same thing though.

I'm still as mystified now as to what the masterplan is as I was on the day she took over but running costs seem to be getting paid and on time and nobody appears to be suing for their money so I guess all is well - at least for now?

Fingers crossed it stays that way too!

Sluffy wrote:

Don't forget the Administrators bill is still outstanding too!

Has £250k gone to EDT though as according to CH Fildraw's charge was settled on the 5th October which seems to suggest was done in advance of the Covid loan paperwork?

I guess Sharon could have paid it out of her purse then refunded herself when the loan came through which amounts to the same thing though.

I'm still as mystified now as to what the masterplan is as I was on the day she took over but running costs seem to be getting paid and on time and nobody appears to be suing for their money so I guess all is well - at least for now?

Fingers crossed it stays that way too!

The COVID loan was agreed in August 2020, Sluffy, so I doubt that Sharon paid any of the EDT debt 'out of her purse'. I expect FV have cut out costs in every conceivable area and the COVID money will have provided welcome breathing space but I'm still unconvinced there's a credible business plan much beyond the 12 months solvency declaration.

It would be nice to see the audited accounts but I suspect that they might be delayed until the last minute (or a bit longer as they were last time), by which time they will only be of historic interest, of course.

Ten Bobsworth wrote:

Sluffy wrote:

Don't forget the Administrators bill is still outstanding too!

Has £250k gone to EDT though as according to CH Fildraw's charge was settled on the 5th October which seems to suggest was done in advance of the Covid loan paperwork?

I guess Sharon could have paid it out of her purse then refunded herself when the loan came through which amounts to the same thing though.

I'm still as mystified now as to what the masterplan is as I was on the day she took over but running costs seem to be getting paid and on time and nobody appears to be suing for their money so I guess all is well - at least for now?

Fingers crossed it stays that way too!

The COVID loan was agreed in August 2020, Sluffy, so I doubt that Sharon paid any of the EDT debt 'out of her purse'. I expect FV have cut out costs in every conceivable area and the COVID money will have provided welcome breathing space but I'm still unconvinced there's a credible business plan much beyond the 12 months solvency declaration.

It would be nice to see the audited accounts but I suspect that they might be delayed until the last minute (or a bit longer as they were last time), by which time they will only be of historic interest, of course.

Ah right I get it now, the penny has dropped.

The loan money arrived in 2020 unsecured and in October 2021 was converted into shares - so yes that's how EDT received the £2.5m without the need to Sharon to put the money up front first and reclaim it when the money arrived later (I was wrongly assuming the money would be released AFTER the share agreement was made).

I did warn you that my public service background did not have the need to be familiar with stocks and share involvement.

I think I've got there in the end though with your help guiding me through it.

Thank you.

One thing does cross my mind though and that is if the loan was for 2020/21, then have FV have sought another loan for 2021/22 as well?

As far as I can tell by the scheme...

https://www.gov.uk/guidance/recovery-loan-scheme

...companies could seek up to £10m (with the government guaranteeing 80% to the lender but the borrower being liable for 100% of the liability for the debt - hence the 20% discount which we noted!).

I assume that if FV match funded, they could have sought a further sum up to a maximum of another £5m loan.

Perhaps they've gone down that road already unknown to us until we see the accounts?

Not sure how they could raise another £5m for match funding but then again I'm not sure of anything FV has done up to now!

Maybe that's why everything seems so financially hunky dory at the moment???

Potentially £10m of free money that you don't need to pay back unless you sell the company - but it's yours if you don't and just keep on owning the company.

Ok you have to put £10m in yourself (if you can afford to!) but if you use the combined £20m to achieve financial security and sustainability and start to make profits thereon after you could possibly get your £10m investment back (say six or seven years down the line) as well as having a financially sound club to sell and make a profit on after repaying the first £10m you receive for it to the government).

Maybe I'm being too fanciful?

I don't think you are being fanciful at all, Sluffy. It seems to me very possible that FV have gone back to the government-owned bank for more money. The figures we know about are unconvincing and why wouldn't they if there was more to be had?

What's more, the book value (including share premium) of new shares issued at a 'discount' totals almost £10million against a known loan of only £5million!

You will appreciate that I use the word 'discount' merely for identification purposes as they are not worth the money anyway, but the 'discount' shares amount to 34% of the company, so how is the other 66% now split? The same ratio as before or not the same ratio as before? Does Sharon still own more than 50% or less than 50%?

Lots of questions and not many answers but I'll try to keep a watchful eye on Companies House. Something's telling me that the FVWL file might not be as up-to-date as it could be.