Bolton's Finances / Accounts for year ending 30th June 2021 and everything else since.

I thought this might interest you Bob, someone posted it up on ww to give them their due...

The Club is a member of the English Football League (EFL) and is subject to the EFL’s rules and regulations. As required by those regulations, the Club can confirm the following persons have a ‘significant interest’ (as that term is defined within the EFL regulations) in the Club: S Brittan; M James; K Morris; N. Luckock; N. Mason.

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EFL definition is anyone owning 10% or more of the shares...

Significant Interest’ means the holding and/or possession of the legal or beneficial interest
in, and/or the ability to exercise the voting rights applicable to, shares or other securities in the
Club which confer in aggregate on the holder(s) thereof ten (10) per cent or more of the total
voting rights exercisable in respect of the shares of any class of shares of the Club. All or part
of any such interest may be held directly or indirectly or by contract including, but not limited to,
by way of membership of any Concert Party, and any rights or powers held by an Associate,
Nominee or Connected Person shall be included for the purposes of determining whether an
interest or interests amounts to a ‘Significant Interest’.

Definitions (page 10 of 211)

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(Note - I'm assuming the information on the clubs website is current and up to date it may not be?).

Thanks Sluffy.

I also don’t know whether that info is up to date. FV have been poor in complying with their legal obligations on this imo. I expect it was correct at the time it was posted. Has Sharon ever been the beneficial owner of more than 50% of the shares, I wonder?

Wasn’t it interesting to discover that Rick Parry had joined up with the Brittan Bunch in Disciple Media though? You don’t suppose that Sharon might be a recruiter of disciples, do you?

The thing that I first thought of when I saw the list of shareholders was who is K Morris and is he/she somehow linked to Tom Morris but a quick search I did turned up nothing.

The next thing was playing with the numbers.

What I mean and assuming the info is up to date, then we knew that in January of this year that Sharon held roughly 60% of the shares, James 20%, Luckock 10% and FF 10%

We learned in the accounts of a further purchase of shares of £4m since then, and then another £2.4m after that.

We also heard about a Swiss Consortium and Sharon acting as a proxy.

So if we start with FF still holding just under 10% of the shares (and thus not named as holding a significant interest) and we learn from the clubs statement that there are five people who own 10% or greater of the remaining 90% of the shares then how would that 'fit' with the existing ratios to what they had been in January?

Let's assume Sharon and Mason combined still own a majority, so lets assume between them they own just over 50% of the shares.  Luckock couldn't own less than 10% or he would not have been named so presumably he bought some of the two latter share issues to keep his ownership percentage over that cutoff point?

James shareholding must have been diluted but lets for arguments sake say that it still remains around the 20% mark which would allow the 'Swiss Consortium' the remaining 10% owned presumably by K Morris?

I don't like the coincidence though that a shareholder for the 'Swiss Consortium' happens to be called Morris and PBP who is owed £5.5m plus interest is largely owned by a certain Mr Tom Morris.


Did you notice that little snippet in the accounts Bob that PBP charges FV a sum of £65k p.a. for use of the car parks they now own and FV hasn't paid anything much to them for this facility it seems either in the recent accounts or the one before!

(Note 25 page 36, 39 of 41).
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Clear as mud all this isn't it!

Thanks Sluffy

I understand that Keith John Morris is a retired insurance business owner. The business seems to have been based in Dorking and I doubt that he's related to Tom Morris who is from Merseyside.

 I think it likely that Sharon, Nick Mason and Keith  Morris knew each other through Morris's insurance business. Iirc Nick Mason has a collection of cars as well as his property interests.

I did notice that PBP had spent c. £12m in aiding the survival of BWFC and had seen precious little return for its money. Tom Morris has no known interest in football and if FV had tried to bump up the Home Bargains sponsorship charges, as I suspect they might have done, it would not surprise me if Morris had politely but firmly said NO.

I'll come back on the other stuff.

Thanks Bob, in which case all this is 'old' news dating back to the very start of FV's purchase of the club -

A Football Ventures statement read: "We are excited to begin restoring this magnificent football club to its rightful position."

Football Ventures' offer is a ‘credit deal’ that will also be paid over time. It includes less money up front than a rival offer from a Manchester property tycoon.

However, FV moved faster and got their legal work done ahead of their opponents, who also wanted to buy the club but had to land the hotel first.

Brittan has been after Bolton since November and struggled to find the finances to take the club out of admin despite being made preferred bidder on July 1.

New backers were brought on board including long-term business ally and drummer Mason, and Keith Morris, a retired former insurance company owner.

The group will pay around £10m for the club side of the deal and a further £7.4m for the hotel.

But the owners will immediately run into financial issues as salaries are due to be paid tomorrow.

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Thanks Sluffy. This article was Nixon getting quite close to some, but not all, truths. Full-time BWFC journo, Iles the Idiotic, never seemed to get anywhere near it.

Appleton was plainly outflanked by Anderson and didn't like it so he played the 'Hate Anderson' card.
The truth was that the whole deal was wrapped up within two months of FV being made preferred bidder but the deferred cost was about £10m more than Nixon, or anyone else, knew until  the first accounts of FV were published (late).

Although the cost to FV has come down a bit by virtue of EDT taking another hit, its gone up by a lot more than that because of the losses sustained over the last three years.

As for 'restoring this magnificent football club to its rightful position' Anderson had succeeded in getting BWFC back into the Championship at the first attempt and, against all odds, managed to keep it there for another season whilst breaking even through the Madine sale.

 It couldn't last, of course, without new money from somewhere.

 i.e. Someone with £millions they could afford to write off. That was never going to be Ken Anderson and I don't believe its Sharon Brittan either.

A bit more on Alan Nixon first, Sluffy.
 
Nixon has always seemed to be the first to get wind of what's been going on at the Reebok. He hasn't always got the whole story or necessarily got it right but I think somebody must have been tipping him off, even when NDAs were likely to have been in place.

Anderson and his legal team can only have been livid when it was leaked that a deal had been reached with the administrators when it plainly hadn't been agreed at all with them and they were being castigated in the media.

The relationships between the different legal teams and administrators can only have been strained before this but it seems to me that EDT's legal team had established a strong relationship with Team Brittan. I have seen recent (irrational looking) complaints in the media that no-one got a look in except for FV but if Sharon had Keith Morris, Nick Mason and Nick Luckock behind her and Michael James had Tom Morris, its perhaps unsurprising that FV were favoured.

I'll come back on the movement of shares between the respective parties after I have checked a few more things out. Could it be a coincidence that BMLL includes the initials of three of the surnames of Team Brittan? An additional L but no J!

After yesterday's exciting and slightly surprising victory against Mighty Wycombe, Bob returns to examine who owns what.

Wycombe for the last two years have been 75% owned by transatlantic lawyer, Rob Coulhig. They haven't done too badly in that time wiping £3.2m off their accumulated losses in 20/21 and  reaching the League 1 play-off final in 21/22.

Bolton didn't make the play-offs in 21/22 and increased their accumulated losses in 20/21 despite benefiting from a one-off gain of more than £2m when former owners, the Eddie Davies Trust, wrote off yet more of their debt.

But who owns BWFC, I hear you ask? Well I don't really but in the words of a better known transatlantic import to these shores, 'Lets examine the evidence' anyway.

BWFC is actually owned by a company called FVWL (Football) Ltd which in turn is owned by another company called Football Ventures (Whites) Ltd. We'll call it FVWL to keep it simple.

So who owns FVWL? According to a document filed at Companies House in February 2022, Sharon Brittan owned 58% of FVWL which would have reduced to 52% when shares to a value of £4m were issued  in January 2022 to a company called BMLL.

So far so good but does Sharon Brittan actually own those shares and has she provided the money to pay for them? Not exactly seems to be the answer because there are two other shareholders each owning more than 10% that aren't named in any of the documents filed at Companies House. Both of these individuals, Nick Mason and Keith Morris, are wealthy and have other financial connections with Sharon Brittan.

Its all quite legal, of course, but you might be wondering how much Sharon has actually provided, how much she actually owns and why these other two would choose not to be named shareholders. You might also be wondering why Messrs Mason and Morris chose to be involved in the first place since neither of them have ever shown any interest in football.

Over to you, Sluffy.

Oh, err, thanks Bob, I wasn't expecting to be put on the spot!

I don't know who owns what to be honest - all we have to go on is the annual statement of share ownership - which until quite recently I didn't even know that it could (does?) include one person (Sharon) being named as the holder of shares for both herself and an unnamed other person or persons - ie as a proxy!

On top of that we've only found out some (all?) of these names from a 'hidden in plain sight' statement on the clubs official website that hasn't exactly been been shouted from the rooftops to everyone.

I don't even know if that information is current or just dates back to the early days of FV and never been updated on the website since?

Someone on WW has seen and put up the following picture which I assume is on the clubs website(?) somewhere - but if is I can't find it - of the 5 amigos!

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With Evatt being in the picture it clearly suggests that these five were about at least a season into the FV ownership as Keith (verbal diarrhea) Hill was the manager in season 1.

Is there ownership still current - I don't know - they could have sold some or all of their shares since then?

Why if they are current shareholders AND seemed at one time to have been public enough to have their picture taken on the pitch together, that they've been off our radar for all of this time - almost as though it has been some sort of secret???

Iles has certainly been negligent (or simply ignorant) of not knowing and/or reporting on who owns the club - totally gone missing once again when basic fundamental details such as who actually owns the club we all support and which his job totally depends on!!!  And don't anyone give me the excuse for him that maybe the club asked him to keep it a secret or something when there's a bloody big picture of them all on the pitch together in the public domain!!!

(Anyone else thinks it is a bit odd Sharon and Mason holding hands in the photo?).

And all this is BEFORE we may or may not have had one or more new people who have bought into FV from the 'Swiss Consortium'?

The only 'current' thing we know is that what is filed at Companies House and even then FV's documentation of change of events are frequently filed months and months late! Why so?

I've no more idea than the man on the moon as to who holds what shares in FV today (or any previous day since FV took ownership).

Why the apparent secrecy though?

Ok fans can and are vile and abusive at times to owners of clubs and I personally would not want to be known as an owner of one - but then if I wanted to be quiet about it, I wouldn't want a picture of me on the pitch with the other owners put out there for public consumption either.

So what do we know.

The face of FV is Sharon who started out basically as a shorthand typist and became a personal assistant to people like Mason.  Mason has got a few bob from playing in a band.  One of his mates seems to be the bloke who insures his cars.  Some random Aussie merchant banker type seems in someway connected to the four and James is a Wanderers fan.

We may or may not have some Swiss Consortium people making up the numbers as well?

I guess the one thing in all of this that stands out to me is why the auditor felt it was necessary to point out in his report (ever so obliquely mind you!) that there were others than Sharon was acting as a proxy for?  

If she had been doing so from the start then why mention it now?

Why mention it at all?

I don't know, I'm as confused as ever.

We seem to have all these so called money people owning the club and we end up with some back street garage at the bottom of Daubhill that no one has ever heard of in Daubhill let alone anywhere else sponsoring the shirts!!!

How did that happen then?

You boys are struggling, but help is at hand....
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Thanks Sluffy.

Not putting you on the spot, just providing an opportunity for a bit more observation and analysis.

The photo's an interesting one but it doesn't look very professional, does it?

Don't you think the chances of Mason and Morris being paid out are rather remote? Where would the money come from?

And don't you think that if Sharon owned as much as 25%, she would have to have submitted a PSC form for a Person with Significant Control with between 25% and 50%?

Iles has no idea but, of course, he never had. Neither have any of those that listen to him and there are a lot of them.

I'm interested to know from where the picture came - clearly others have seen it before but I hadn't and would love to see the context in which it was published.

I don't know when Mason and Morris bought into FV, my guess would be the 27th August, 2019 allocation of shares, which at the 10th January 2020 Confirmation showed Sharon to hold 15,000 shares, Thomas and James to have 5,000 apiece and Luckock 2,500 all issued at £1 per share

We know Thomas never paid for his and they were later 'transferred' which I understand to be 'cancelled'?
(Note 2,500 of 'Sharon's' shares were also later cancelled too at the same time Thomas's were).

That being the case it would look like Sharon, Mason, Morris and James all had equal shares, with Luckock being a junior partner at the time - but all owning 10% or more of the company and thus all being named on the EFL submission at the time.

So that would fit.

However has that since changed and FV not reported the change publicly?

I don't know?

But if it had then remember Mason and Morris would have only put up £5k for their shareholding at that time and could have easily sold part or all of it on to someone else at the price.

Interestingly if you follow the listings of people with Significant Control it goes something like this

2nd July July 2019 - both James and Thomas become significant and Basran ceased
30th July2019 - Thomas ceased
27th August 2019 - James and Sharon ceased
29th October 2021 - Sharon significant
18th February 2022 - Sharon ceased

If you match them up to share issues -

11th Jan 2019 - Incorporation 2 shares
2nd July 2019 - now up to 4 shares
27th August 2019 - now up to 2,750,000
29th October 2021 - now up to 4,125,046 (after 750,000 shares 'transferred').
21st January 2022 - now up to 4,596,504.1920 (with just iirc £27.1920 pence worth of B shares included in the total)
28th June 2022 - now up to £4,964,221.1920 (including B shares).

So it seems to me something happened we don't know about with Sharon's shares (or who she is proxy for) on the 18th Feb, 2022 in order for her to have to send in a cessation of significant control???

I wonder if some were sold at £6.52673 which would possibly explain the (strange?) share issue price of the 28th June 2022 issue?

As for Iles he simply isn't worth wasting our breath talking about him.

Sluffy wrote:
So it seems to me something happened we don't know about with Sharon's shares (or who she is proxy for) on the 18th Feb, 2022 in order for her to have to send in a cessation of significant control???

Sorry Sluffy but this is incorrect. I'm afraid you mustn't have spotted the mistake on the Companies House website. I have to say, its easily done especially with all the delays and contradictions.

The relevant date was 29 October 2021. Sharon started the day with less than 25% and ended it with less than 25% but somewhere in the middle the PSC notice infers that she was entitled to more than 50% of the voting rights (as a one-off, I have to assume).

And it was on that day that all the share transactions took place in odd numbers and disparate values, amongst other things wiping off the government funded COVID loan in the process.

The top and bottom of it though seems to be that Sharon owns less than 25% and I'd have to doubt whether she had contributed anything like 25% of the cash.

It also means that more than half of BWFC is actually owned by people with no known interest in football despite Nick Mason appearing in a bizarre photo wearing a BWFC emblazoned jacket and Nick Luckock (I assume its him) being given a Wanderers scarf to wear round his neck.

Nick Luckock, Nick Mason and Keith Morris are all associates of Sharon but the question remains, what did they really expect to get out of it all? What do they expect to get out of it all?

P.S. There's another relevant PSC notice, Sluffy. It was  filed on 12 September 2019 and it confirmed that on 27 August 2019 there was no registrable person.

i.e. No-one with 25% or more.

That position has remained unchanged except for the most unusual interlude on 29 October 2021.

Yes you are right Bob thank you.

I had spotted previously the mistake at Companies House for this form (indeed I've written about it before on here) but in my haste in posting above I'd forgotten it when I simply copied directly Companies House summary for that transaction.

I did spot however one thing that happened that might explain the unusual interlude just 3 days before it and that was that on the 26th October 2021 FV had 2,750,000 shares and during that day 750,000 were 'transferred' away to leave just 2,000,000 - see CH's summary filed on the 6th December, 2021 and also the 10th January 2022 confirmation statement.

500,000 of these shares were the unpaid ones of Thomas and 250,000 were from Sharon's share holding and both at the time were 'owned' by the club FVWL.

Maybe the removal of these 750,000 shares temporarily made Sharon 'significant' which altered back again when the new shares were allocated 3 days later?

I hadn’t forgotten that you’d previously spotted that mistake, Sluffy, but I can see nothing to support the other idea.

But what’s really interesting is why Luckock, Mason and Morris would choose to spend  £millions in assisting Sharon to play football club chairman. What’s in it for them?

By way of further explanation or confirmation, Sluffy, the shares held in Sharon Brittan's name are not wholly owned by her. They are owned by three people; Nick Mason, Keith Harris and Sharon. Lets call them Team Brittan.

With the single exception of 29 October 2021, all three parties have owned at least 10% of FVWL since 2019 and none as much as 25%.

After the cancellation of £750K shares on 26 October 2021, Team Brittan owned 62.5% shares of FVWL.

For reasons that have not been identified so far, voting rights amounting to more than 50% of FVWL seem to have been  'transferred' to Sharon Brittan on 29 October 2021, whilst certain share transactions took place, and transferred back again before the end of the day.

Prior to the issue of new shares  on 28 June 2022 to persons presently unknown and to a value of £2.4million, Team Brittan owned 52% of FVWL. The other shareholders are:

Michael James    19.2%
BMLL                10.3%
Nick Luckock       9.9%
UKFF Nominees    8.6%

Thanks Bob.

One small thing that sticks out to me and seems odd, is that the 'six' Amigo's - Sharon, James, Luckock, Mason, Morris and Thomas all seemed to have come into this 'venture' together yet it seems to me at least that five of them bought in with £5,000 a piece yet Luckock only put up £2,500?

I assume Luckock could have easily found the other £2,500 back then - so why didn't he?

It's a bit of a rhetorical question I know but there must have been some specific reason at least at that stage of FV's development.

Sluffy wrote:Thanks Bob.

One small thing that sticks out to me and seems odd, is that the 'six' Amigo's - Sharon, James, Luckock, Mason, Morris and Thomas all seemed to have come into this 'venture' together yet it seems to me at least that five of them bought in with £5,000 a piece yet Luckock only put up £2,500?

I assume Luckock could have easily found the other £2,500 back then - so why didn't he?

It's a bit of a rhetorical question I know but there must have been some specific reason at least at that stage of FV's development.

I'm sure you mean £250K and £500K, Sluffy. These were just the deposits really. The larger amounts came in loans which were later converted into shares.

I'm not convinced that any of Sharon, Michael or Nick Luckock have bundles of spare money just waiting to be spent and I'm still sceptical about the exact sources of the money that came in.

Luckock was probably a high earner in the five years or so that he was at HG Capital but he will have paid a lot of tax on the earnings. Sharon's income seems to be on the decline and Michael? PBP did quite well on its last results but he's only 20% of that. and its not a fortune anyway.

Yes I did mean £500k and £250k but my point still stands - why did 5 of the 6 'partners' put in the same amount and the sixth half as much?

Yes of course things depend on your personal circumstances but I'm not convinced he wasn't 'in' for the full amount too - and it would explain why £250k worth of shares were 'paid for' then written off later along with Thomas's (unpaid) £500k.

Thinking further along - why did 4 of the partners based on your assessment of them above (which I'm not disputing btw) - Luckock (£250k lighter than the rest) Thomas (walked away) Sharon (declining wealth) and James (not flushed to begin with) commit to buying the club for £10m more than it was worth???

It doesn't make any sense does it???

Thanks Sluffy.

If you remember on 27 August 2019, FVWL had issued £2,750,000 shares of which £1million were unpaid. These shares were in the following names:

Sharon Brittan      £1,500,000
Michael James      £  500,000
Jeff Thomas         £ 500,000
Nick Luckock         £250,000

Parminder Basran had transferred his single £1 share and pulled out of any deal. Jeff Thomas pulled out later.

It was also later discovered that the shares in the name of Sharon Brittan included shares funded by Nick Mason and Keith Harris. We don't know whether the £1.5m was £500K each but it quite possibly was.

Subsequently the £500K of shares in the name of Jeff Thomas and £250K of shares in Sharon Brittan's name were cancelled. The other £250K of the previously unpaid shares was paid up but we don't know by whom. It could have been any one of them or several of them.

It seems to me that these amounts were only a 'deposit' on the funding that would be required and that Luckock had decided to make a smaller commitment and take a smaller stake than the other five from the outset.

It doesn't seem to have made commercial sense to Parminder Basran or Jeff Thomas to take on BWFC but evidently it did to the others. We have touched on value before but it might help to take another look at what they were buying or thought they were buying in another post (including what others thought they were buying when they took up shares later).

In the meantime the garden beckons.