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

I wouldn’t describe it as a mindset, Sluffy. Circumstances do evolve and different influences are brought to bear so it is necessary to adapt.

There are now more members of FV and there’s more EFL influence. I would expect the investors to see their exit route as the sale of a going concern and not the calling in of a secured debt.

Without studying the EFL regulations one can’t be certain but I suspect they are focussed on the individuals concerned more than the companies they hold shares in and are dependent on declarations by the individuals concerned. There’s probably an annual declaration though there may well also be an obligation to notify any changes promptly.

My gut feeling is that the previous declaration probably still holds good.

Maybe you are right Bob, I obviously don't know what the plan is, or how things are really financed, it just seems to me that a lot of money is going in to make the business (if it is just about the football club) financially sustainable and even now, three years on, there are still original debts outstanding to PBP and the Administrator (and don't forget Eddie's Trust waived something like £10m (iirc) that FV owed to them as well following their purchase of the club).

You've calculated above that £26m has already been invested into the club via A shares (plus whatever extra there was for the weird January 2022 filing for an additional 470,000 A shares - which at say the current £6.50 a share would add a further £4m) valuing the company at somewhere in the region of £30m.

Just as a comparison, Wigan was bought out of Administration for around £3m debt free (iirc) (ok apples and oranges maybe).

FV are carrying something like £10m worth of intangible assets on the books, that even now no one can truly explain what they are.

Is FV realistically worth £30m of anyone's money which would be needed for Sharon et al, to get their investment money back just to breakeven?  

Not in my eyes based on the limited amount we do, it doesn't.

As for BMLL, you are correct in saying Luckock is the sole owner but I would have thought that maybe the EFL would have looked at where the £4m has come from which it bought it shares from (money laundering type thing) as Luckock has not put the money in under his own name - and BMLL's holding is over the 10% threshold of ownership.

Maybe the EFL are fine with it as it is?

Nothing really makes any rational sense to me.

It does captures my interests though as to what is going on and why!

I think we can agree that there’s quite a lot that is unexplained and that seems odd, not least BMLL. The info on this company is about as meaty as one of Bonce’s vegan pasties.

We can but wait for the esteemed one to illuminate the proceedings for us all.

Found a morsel of meat. BMLL is a company limited by guarantee (LBG).

That’s another oddity. LBG’s are usually formed for not-for-profit organisations like member’s clubs and charities. It all seems to be down to Nick Luckock but why pay top dollar for a minority interest in BWFC and why do it through an LBG?

Ten Bobsworth wrote:Found a morsel of meat. BMLL is a company limited by guarantee (LBG).

That’s another oddity. LBG’s are usually formed for not-for-profit organisations like member’s clubs and charities. It all seems to be down to Nick Luckock but why pay top dollar for a minority interest in BWFC and why do it through an LBG?

Why would anyone pay top dollar for a minority interest in BWFC is the question I was trying to analyse in my recent posts, Bob, and I couldn't find an answer to it - I don't believe it to be that Sharon simply wanted to play football club owner and piss millions (of other peoples money?) away doing so - but if you rephrase the question slightly to ...minority interest in FV... then it widens the question - and I think answers the original one - namely it isn't BWFC that the investors are interested in but rather something else that is within the sphere of FV (the Reebok development or something yet unannounced perhaps - I don't know???).

As for being a LBG?

My first thought was something to do with the ST?  

Something along the lines of a 'community' ownership of the club perhaps (but not under the bozos who have controlled the ST since day one).

My next was, was it something to do with that 'cult' thing that Sharon, Luckock and latterly James has joined?  Maybe they are acting as some form of 'collective' to help finance something - say building themselves some sort of international centre on FV's land - or something weird like that?

BMLL is obviously set up that way for a reason - I think I'm right in saying Maugham's Good Law Project is set up along the same lines (a not for profit organisation) - maybe it's investment into FV is ringfenced for a particular project that FV can facilitate for them - rather than a general inflow of funds to run the club and hotel?

Just my lines of thinking for now.

Why would anyone pay top dollar indeed, Sluffy?

I'm thinking it was done that way to try to get round some obstacle or issue but what issue and whose money is it? Is Luckock the beneficial owner of BMLL or someone else? Brittan, Mason, Luckock perhaps but then who the L would the other one be?

PBP's most recent accounts show that the £5.5million owed to it has been kicked down the road to 1 August 2023. Interest is 5% but only on the capital, not on the £2m or so of unpaid interest so far.

A few quick points on the latest Mem. & Arts.

Regarding B shares:
Clause 12.2 - not entitled to dividends
Clause 12.4 - not entitled to attend or vote at general meetings
Clause 16.2 - not entitled to transfer shares without prior Board approval
Clause 12.3 - only entitled to a pay out on any proceeds exceeding 'the hurdle value' of £39million.

If Team Brittan could get their share of £39m, I expect they'd be well pleased.

Lots of other involved stuff, partly concerning UK FF. I don't propose to go through it all except to note that Clause 14.5 refers to a sum of £5million.

Ten Bobsworth wrote:A few quick points on the latest Mem. & Arts.

Regarding B shares:
Clause 12.2 -  not entitled to dividends
Clause 12.4 -  not entitled to attend or vote at general meetings
Clause 16.2 -  not entitled to transfer shares without prior Board approval
Clause 12.3 -  only entitled to a pay out on any proceeds exceeding 'the hurdle value' of £39million.

If Team Brittan could get their share of £39m, I expect they'd be well pleased.

Lots of other involved stuff, partly concerning UK FF. I don't propose to go through it all except to note that Clause 14.5 refers to a sum of £5million.

Interesting Bob, thank you.

I note that the Hurdle Valuation is stated as £39m in the 'definitions listings' at the start of the Memorandum and Articles but how does one calculate such a figure?  Is it a bit like a 'buy-out' clause in some footballers contracts for instance, where if someone 'offers' that price, then a sale can be negotiated?

Also it would seem the B shares are completely worthless until FV is sold for £39m or more.

I'd never heard of 'the hurdle value' before, so looked the definition up and this is what I found ...

Hurdle rates and valuations

The first step to setting up a Growth Share scheme.
What is a hurdle rate and how is it set?

You will need to set a hurdle rate for your Growth Shares before you can set up a Growth Share scheme on the platform.

A hurdle rate is the level, in £ per share, above which the beneficial owner of that share will have full economic rights to the company in question.

For example, let's say your company is currently valued at £1 per share and you want to issue growth shares to a new employee.

Hurdle rates often carry a small premium to reflect the hope value of the shares - so in this instance it could be set at £1.20.

The hurdle rate quite literally acts as a hurdle the recipient must overcome for their shares to carry value, and it incentives them to help the company grow, as any value above their hurdle is theirs to keep.

A few years later, the company has grown and is eventually sold for £5 per share. The recipient is rewarded for their hard work and takes home the amount above their hurdle - in this case, £3.80 per share.

Ordinary shareholders will participate in the full amount of the sale.

Growth shares and hurdle rate are not just an incentive for growth, but also protect existing shareholders from dilution and simultaneously respect the work they've put in to grow the business thus far.

As the company grows, hurdles can increase. Using the example above, if another employee joined a year later, their hurdle could reflect the current share price plus a small premium - let's say £2.20.

When recipients receive their growth shares, they shouldn't incur a tax liability as the growth shares are essentially worthless at the time of issue.

They will only need to pay Capital Gains Tax on the eventual sale of the shares - based on the difference between the eventual share price and their hurdle rate.

How can I get a hurdle valuation?

Unlike an EMI valuation, a hurdle valuation cannot be approved by HMRC before issuing the shares. Instead a 'self-assessed' valuation for the current value of the shares is set, and a small premium is then applied to reach the hurdle. This valuation is then kept on record.

Because it cannot be approved by HMRC, a hurdle valuation will need to be more conservative (a little higher) than an EMI valuation, to make sure there are no nasty surprises down the line. Other than this factor, and some slight differences in the format of the report itself, the valuation process is largely the same as it is for EMI.

[You must be registered and logged in to see this link.]



As for the UK FF £5m, I've looked back over the previous Memorandum and Articles and the current addition has simply copied and pasted the notes on this from the earlier ones.

To my mind therefore I can't see a reason for retaining this clause in the current edition simply because the scheme has ended.

I think what the £5m relates to, is that FV Articles allowed them to 'purchase' up to £5m worth of UK FF loans - and NOT that they did purchase the full permitted allocation.

I thought we (you, Barry and myself) were quite certain now that only £2.5m of UK FF was taken up in the end, I still we were right.


Going back to the B shares again, I can't see how Evatt and Hart would be motivated to stay at the club by these shares unless they really believed they could increase the value of FV to over £39m - and even then I presume they would only get a hundredth per share given to them compared to the A shares?

Ok, better than nothing but hardly a Kings ransom coming their way either?

If anything it seems to me to support my leaning towards FV becoming valuable (and being so more quickly) by other means that just on the football pitch.

I thought I would add that the 'hurdle value' was first added to the Memorandum of Articles at the same time that B shares were added to - the filing of the 11th November, 2021.

HOWEVER and somewhat weirdly, if you open up the document it is actually dated the 21st October, 2022???

I can only assume that they had something typed up in advance for 2022 but had to use them a couple of months earlier and forgot to cross out by hand the year and write in the correct one?


(My original point being that there was no need for a hurdle amount up to that time - so something obviously changed, presumably something required of the government to roll their loan into shares perhaps?)

[You must be registered and logged in to see this link.]

Thanks Sluffy.

There are still a few things I haven't fitted into the jigsaw yet. I think I'll probably postpone taking another look until the next accounts come out.

Just a quick observation though:

4,125,046 'A' shares (per 2022 confirmation statement) at £8.48476 per share comes to £35million. Add another £4m for the BMLL shares and you get £39million. Coincidence? Probably not.

What they are actually worth is what somebody's willing to pay. The 'Sports Shield Consortium' paid a quid and we were in the Championship then.

Thanks Bob.

The Hurdle Valuation is stated to be set at £39m but there is no mention as to how it is calculated.

If it is on share value, then I would have thought that last last price paid for shares (the £6.54 paid for 306,000 shares on the 9th November, 2022) would be reflected as the current value of all the issued A shares (5,270,627) and value FV at around £34.5m

As you say though shares are worth what people pay for them, when they do.

Going off at a tangent slightly, it has been brought to my attention that apparently the Radisson-isation of the hotel, which was announced just over a year ago...

[You must be registered and logged in to see this link.]

...doesn't apparently seemed to have progressed?

Instead (and I must have missed this at the time), the Hotel has changed it's name from Bolton Whites to Bolton Stadium Hotel -

Introducing Bolton Stadium Hotel
[You must be registered and logged in to see this link.]

Thanks Sluffy

As there is no open market for the shares, any values are theoretical, probably on an estimated net assets basis at the time. New shares issued will increase the net assets but a larger number of shares will also affect the value per share.

I suspect FV used a £35million net assets value for the loan conversions applying a 20% discount to the UK FF shares. The £35million seems optimistic to me but might well include estimated transfer values of players, for example.

In reality, minority shares will always be worth less than majority shares. Basically your money's tied up and there's precious little you can do about it without the agreement of the majority.

Hotel name change
The logic is understandable. The old name had unfortunate, albeit completely unintended, connotations.

I’d been wondering where the money had come from.
Another £775K of shares were issued yesterday and weren’t FV quick in notifying Companies House.
Whose money is it? We don’t know yet and may not know for quite some time.

Just a shot in the dark Bob, but the money may be for stuff much closer to home than for the transfer fess paid in the window.

What I mean is that not all fees are paid in one lump and are many paid in staged payments (some are of course).

We've also transferred Dapo for a reported £500k and apparently received a payment for Aimson, so in a sense the money 'in' and the money 'out' should have to a large extent cancelled each other out if we did business 'in full' on all these occasions.

I've obviously no idea what the share money is intended for - maybe it was to pay for transfer fees but I suspect that there is to a greater or lesser extent, a portion of it for intended for other things such as a reported £500k for a new pitch this summer and/or cashflow purposes.

Sluffy wrote:Just a shot in the dark Bob, but the money may be for stuff much closer to home than for the transfer fess paid in the window.

What I mean is that not all fees are paid in one lump and are many paid in staged payments (some are of course).

We've also transferred Dapo for a reported £500k and apparently received a payment for Aimson, so in a sense the money 'in' and the money 'out' should have to a large extent cancelled each other out if we did business 'in full' on all these occasions.

I've obviously no idea what the share money is intended for - maybe it was to pay for transfer fees but I suspect that there is to a greater or lesser extent, a portion of it for intended for other things such as a reported £500k for a new pitch this summer and/or cashflow purposes.

I think the underlying conditions, Sluffy, will be that we still have operating deficits, an inability to pay off the PBP loan and needing additional money to fund one-offs.
Transfer fees might be cancelling out in the longer run but you might find that you have to accept deferred payments for transfers out whilst paying on the nail for transfers in. I have a hunch that that’s part of the explanation.

Ten Bobsworth wrote:

Sluffy wrote:Just a shot in the dark Bob, but the money may be for stuff much closer to home than for the transfer fess paid in the window.

What I mean is that not all fees are paid in one lump and are many paid in staged payments (some are of course).

We've also transferred Dapo for a reported £500k and apparently received a payment for Aimson, so in a sense the money 'in' and the money 'out' should have to a large extent cancelled each other out if we did business 'in full' on all these occasions.

I've obviously no idea what the share money is intended for - maybe it was to pay for transfer fees but I suspect that there is to a greater or lesser extent, a portion of it for intended for other things such as a reported £500k for a new pitch this summer and/or cashflow purposes.

I think the underlying conditions, Sluffy, will be that we still have operating deficits, an inability to pay off the PBP loan and needing additional money to fund one-offs.
Transfer fees might be cancelling out in the longer run but you might find that you have to accept deferred payments for transfers out whilst paying on the nail for transfers in. I have a hunch that that’s part of the explanation.

I'm sure you are correct in much of what you say but we don't know the actual transfer fee for Adeboyejo (apparently Nixon was saying it was £250k?) let alone  whether we paid it in full or it will be spread over time in instalments.

We hear claims that a new pitch needed to be relaid in the summer, is going to cost £500k, my guess (which is all it is) is that a portion of the £750k of the new share allocation will be allocated towards that or other cash needed issues.

I would be surprised if the £750k was used to pay the fees in full for the new signings but then again I have no evidence to say that it wasn't.

Simply just my thinking on the matter.

It’s the ST’s AGM today and Auntie Sharon’s asked Ian and Neil to pop along. I bet they can’t wait.

The accounts will be presented for approval at the meeting. They are actually a bit pathetic tbh but the wise sages on WW want to know how the ST can justify their IT spend.

I’d like someone to ask Terence Rigby where he got the idea that Dean Holdsworth spent the best part of a million quid on legal fees and why he informed a previous members meeting about it if there was no evidence that it actually happened. It’s a credibility thing.

Not quite on topic, but I see the administrator’s report for BWFC 2019 has recently been lodged at Companies House. It looks like a pretty clean bill of health to me. 
Here’s hoping FV file their accounts soon.

BarrygoestoBolton wrote:Not quite on topic, but I see the administrator’s report for BWFC 2019 has recently been lodged at Companies House. It looks like a pretty clean bill of health to me. 
Here’s hoping FV file their accounts soon.

Thanks Barry.

I've had a quick look through the report and as you say things look healthy indeed.

The report confirms that all the unsecured creditors (except HMRC - see note at the bottom of this post) from the Administration have now been paid (at 35p in the £) and that all Administration costs have now also been settled in full by FVWL Ltd (BWFC in other words) - this will, moving forwards, remove two big creditors that have been hanging over over the FV/the club.

I would imagine therefore the latter creditor (the Administrator for the former Bolton Wanderers and Athletic Club Ltd.) will still retain its charge over FVWL for a further two years until the HMRC agreed settlement over an initial three year period is settled in full.

(Note the liquidators hold a separate charge over FVWL in respect of their work for BWFC 2019).

Finally (from what I've picked out) the total cost of liquidation is estimated by them to be circa £635.000).

I got a bit confused at last years liquidators report as to what if anything had been paid to them on account for their ongoing fees, so can't be sure if the full £635.000 will be owed by FVWL, or if that total is somewhat less?

The good news though that the end is in sight and the maximum that will be owed by FVWL to the liquidator will be circa £635,000.

[You must be registered and logged in to see this link.]

Good news just before our Wembley final!


Note however that following from the previous years Liquidators report, it was agreed that FVWL would pay HMRC's unsecured credit total off (at 35p in the £) over a three year period which commenced in March last year (2022) and thus has a further two years to go - and on completion will enable the liquidators to finally close BWFC 2019 down. Thanks to PS for his message reminding me of the separate arrangement for the settlement to HMRC.


Just for the record the cost of The Administrators fees and those of their professional advisors amounted to £2,189,111.61p

An average charging rate of £401 per hour for the liquidators! Nice work if you can get it.

Its the deadline day for filing the club's June 2022 accounts today and we are clearly amongst the straggling majority again. Full marks though to Plymouth Argyle who managed to file their 2022 accounts last September.