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

Sluffy wrote:

The 'esteemed' one knows his onions when it comes to accounts...

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...err no Marc, Sharon still holds around 45% of the shares even now, whilst BMML Ltd still has a long way to go to overtake her, holding around just 25%


As for the tax on PBP's loan, I've not looked into the detail, nor intend to, but didn't PBP restructure the loan recently (last year or two?) whereby they waived the accrued interest to that time - if so maybe that is why they are looking to receive back tax they paid to HMRC on what they (in effect) paid in advance to them?

Just my thought.

Sorry Sluffy but it doesn't look like Sharon owns around 45%.

 The two statements filed today show that no-one controls 25% or more of FV. Team Brittan control 44% held in Sharon's name but it seems that that's actually owned between Sharon, Nick Mason and the insurance guy. BMLL own 24% but that's owned between about 30 of the Toblerone gang.

As for PBP, 'restructure' is a bit of a euphemism. It seems that PBP hoped to get the capital back if they gave up on the interest. It looks like they haven't got either but we might know a bit more by the end of this month if FV file their 2023 accounts on time.

Ten Bobsworth wrote:Sorry Sluffy but it doesn't look like Sharon owns around 45%.

 The two statements filed today show that no-one controls 25% or more of FV. Team Brittan control 44% held in Sharon's name but it seems that that's actually owned between Sharon, Nick Mason and the insurance guy. BMLL own 24% but that's owned between about 30 of the Toblerone gang.

Thanks Bob, but I'm not sure that you are right in what you say because if you look at the entry at Companies House on the 18th February, 2022 - Notification of Sharon Brittan as a person with significant control on 29 October 2021, you will note that PSC (Person with Significant Control) form 01 states the following -

Nature of Control -

The person holds directly or indirectly, more than 50% but less than 75% of the shares of the company.

The person holds directly or indirectly, more than 50% but less than 75% the voting rights the company.

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If we used your line of thinking then with Sharon, Mason and Morris holding presumably equal amounts of shares each, then surely Sharon could never at anytime have owned greater than 33% of FV shares (even disregarding Mike James share holding) - and thus could never have owned greater than 50% of the company and thus become a PSC (person of significant control).

Sharon has been recorded as a PSC because she holds indirectly Mason and Morris shares as well as her own.

There's even a line to that in one of the auditors notes and if I recall correctly it was I that brought your attention to the fact that she was indeed acting as a proxy for person or persons unstated - whom we believe to be Mason and Morris.

Ten Bobsworth wrote:As for PBP, 'restructure' is a bit of a euphemism. It seems that PBP hoped to get the capital back if they gave up on the interest. It looks like they haven't got either but we might know a bit more by the end of this month if FV file their 2023 accounts on time.

And I don't believe you've understood that the PBP loan was 'restructured' (if that is the right term) from what it was to what it now is, as can be seen in the Auditors notes of the June 2022 accounts.

I refer you to page 32 (or 35 of 37) Related Party Transactions, where it can clearly be seen that the debt owed to PBP had gone DOWN from the 2021 amount of £7,188,258 to the 2022 amount now shown as outstanding of £5,534,403

I assume this to be the interest which was waived?

A balancing amount of £1,688,258 is shown on page 25 (28 of 37) under Interest Received and similar income.  It is also shown on page 23 (26 of 37) under Turnover and other Revenue.

[Note unless I've copied the figures down incorrectly (I haven't) or something, the balancing amount should be £1,653,855, a difference of £34,403 ?]

All these entries refer to an explanation under the auditors note 18 but I have to admit that it seems not to be shown(?) or if it is, I don't understand the explanation as the note seems to be referring to the government loan being turned into equity in October 2021?

Nevertheless it is clear that the PBP was indeed 'restructured' or renegotiated or whatever the correct term may be.

Sorry Sluffy, its wrong end of the stick time again. Its Mason and Morris that hold shares indirectly not Sharon.

There will be an agreement between them and we don't know what it says or whether its changed but it seems doubtful whether Sharon ever beneficially owned more the 50% whatever the various convolution of documents filed at Companies House stated.

I've explained PBP sufficiently. You can call it a restructure if you want, I'd call that a misleading euphemism.

Ten Bobsworth wrote:Sorry Sluffy, its wrong end of the stick time again. Its Mason and Morris that hold shares indirectly not Sharon.

There will be an agreement between them and we don't know what it says or whether its changed but it seems doubtful whether Sharon ever beneficially owned more the 50% whatever the various convolution of documents filed at Companies House stated.

I've explained PBP sufficiently. You can call it a restructure if you want, I'd call that a misleading euphemism.

Bob, Sharon controls an unnamed shareholders shares under a DEED OF TRUST.

Now that to me means that she has control of shares which she doesn't herself directly own (which we assume have been purchased by Mason and/or Morris - but we don't actually know that to be the case).

This would explain why she would indeed fall within the 'nature of control' definition required to be considered a Person with Significant Control - and for such documentation required to be sent to Companies House.

Such documentation stating that Sharon IS a person with significant control HAS been filed with Companies House stating she became so on the 29th October, 2021 which falls outside the accountancy period of the accounts up to 30th June 2021 and why it is recorded in them under 'Events after the reporting date', page 35.


As for PBP, you yet again hide behind your stock reply to me over the years, of 'I've told you this before' when in fact you often haven't or only obliquely and don't wish to be seen that you may be wrong about something.

The fact is SOMETHING did happened to reduce FV debt to PBP and that clearly was PBP writing off the interest to that point in time - you even noted earlier that PBP was seeking a refund of taxes paid on this interest to the taxman, which they never received from FV because FV defaulted on paying them!

Some EVENT clearly happened and in legal terms that must have been contractual - you may want to label it as some sort of euphemism if you like but it clearly involved the legal teams of both PBP and FV to bring it about.

And in legal terms IF PBP really, really wanted their money back, they CAN enforce the debt by ultimately taking ownership of the asset the loan is secured against - ie the Hotel.



Other than that have a nice day!

Two birds with one stone rarely comes off, does it Sluffy?

Perish the thought but you do seem to want to over-complicate things. PSC rules are essentially about who calls the shots and that is invariably the beneficial owners.

FV has now declared, albeit belatedly, that it doesn't have a PSC which means that there is no beneficial owner with 25% or more.

Ten Bobsworth wrote:Two birds with one stone rarely comes off, does it Sluffy?

Perish the thought but you do seem to want to over-complicate things. PSC rules are essentially about who calls the shots and that is invariably the beneficial owners.

FV has now declared, albeit belatedly, that it doesn't have a PSC which means that there is no beneficial owner with 25% or more.

Thank you Bob,

Interestingly (or probably not to most people) FV didn't have anyone as a Person of Significant Control (PSC) from the 12th September, 2019 to the 29th October, 2021 and then no one again from the 18th February, 2022.


The next thing we hear is that on the 9th November, 2022 Sharon had again stopped being a PSC but we don't seem to have been notified when she again became a PSC after the 18th February, 2022???


The date of 29th October, 2021 seems to coincide with when the government loan was turned into equity requiring FV to match fund it doing so.

The date 9th November, 2022 seems to coincide with a share issue of £4m purchased by the Swiss Group.


Subsequent share issues to the Swiss group seems to indicate that they (or rather BMLL Ltd) are at the cusp of 25% share ownership, and perhaps they've reached their ceiling if they don't wish to be seen as having significant control, if they only view their interest in BWFC as a 'plaything'?

It's also interesting (well not to most) the throw away line that I believe Neil Hart made recently about the Swiss owning 25 to 35 percent of the shares - as if so FV are probably soon needing to do another PSC to Companies House...


Fwiw I refer you to Companies Act 2006 person with significant control - Part 1 of Schedule 1A.

Trusts, partnerships etc

6   The fifth condition is that—

(a)the trustees of a trust or the members of a firm that, under the law by which it is governed, is not a legal person meet any of the other specified conditions (in their capacity as such) in relation to company Y, or would do so if they were individuals, and

(b)X has the right to exercise, or actually exercises, significant influence or control over the activities of that trust or firm.

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Its mainly of academic interest, Sluffy, and you can certainly get into all kinds of knots trying to fathom it all, but if you take Nick Luckock as an example. He is the sole director of BMLL which owns 23.8%. He also personally owns 7.5% of FV.

Does that make him a PSC because he influences or controls more than 25% in total? I'm in no doubt that he exercises a great deal of influence but when push comes to shove he is not the beneficial owner of BMLL. So he's not a PSC apparently.

Turning now to Sharon. She has 44% of the shares in her name but personally owns less than 25% of FV according to the latest documents. It follows that at least 19% are owned by others, Mason and Morris presumably. Its possible, albeit unlikely, that there has been some major change between the three of them but unless there has been it seems that Sharon never was a PSC despite the previous notifications to Companies House stating that she was.

I expect most will have forgotten (or never knew) that the Eddie Davies Trust was faced with settling for 'half a loaf rather than no bread' but it might get more complicated if FV were to try to sell their shares at a profit without repaying PBP and with bondholders in an uncertain position about who is going to pay them back.

Thanks Bob.

I would have thought PBP would have been in a strong position to get their money back in or after a sale in that they are secured creditors and can call in their loan (or take ownership of that security - foreclosure in effect) on default of it or on the expiry of the loan - in just the same way the BluMarble loan was.

The 'rescheduling' of the loan that took place may have extended its settlement date, so that it may now extend beyond FV selling (if they did so prior to the new settlement date).

The Bond money is an unsecured loan and the new owners may default on settlement if they have replaced FV by the due date.

In such circumstances I'm not sure of the legal position of the bond 'investors' as I would imagine their claim would be against the company they paid their money to, who then presumably invested their money into the bond - rather than FV directly?


What interests me most about the recent 'now Sharon has significant control, now she hasn't' is why someone looked back to something that happened over a year ago and it gave cause for FV to belatedly make these submissions?  I mean the net result is just the same - she wasn't technically in significant control before the two historic filings and she still isn't now - so one would think it really wasn't such a big deal to cross the t and dot that i now?

And I would point out there is still one document missing, stating when she again became PSC sometime after the 18th February, 2022.

Why was someone looking back over the PSC's, why was it important for these backdate forms to be sent?

I speculate what may have happened was that £4m share issue to the Swiss via BMLL was to be made on the 9th November but for some reason there was a perceived potential hold up - maybe the money was being transferred from abroad to BMLL and then on to FV - and both were subject to various government controls (money laundering or something like that?).

So as a short term precaution someone (say Mason) loaned the money to initially buy the allocation which could be later resold to BMLL (at cost?).

If that did happen it would mean the new shares added to those already held by Mason, would take him above the 25% PSC threshold until these new shares were resold to BMLL, when he would return under the threshold again.

For some reason a Deed of Trust for this money to buy the shares was set up to be controlled by Sharon which had the effect of taking her shareholding over the 25% threshold instead of Mason.

All a bit convoluted I know - and I have no idea why Mason and Morris don't want to be known to be shareholders - but I think it would fit the facts as we know (or think we know them).

As I say though, what has triggered someone having the need to do the paper work now?

Something must have or surely they would have left this sleeping dog to lie?

I think it was just a tidying up exercise correcting a record that wasn't correct, Sluffy. Checking compliance with laws and regulations is part of a company audit, so its possible the auditors picked up on it.
The Eddie Davies Trust and PBP have both agreed to accept less than was lawfully due to them but it would seem a bit unfair if FV shareholders walked away with a profit on their investment.

The bondholders situation would have to be resolved as part of any deal and might take a bit of unscrambling. As borrowings go its quite expensive.

You might well be right Bob, but if the auditors or someone else spotted an omission to be corrected, then why haven't they spotted that there is a corresponding PSC form also still outstanding?

"...And I would point out there is still one document missing, stating when she again became PSC sometime after the 18th February, 2022..."

I guess in respect of Eddie Davies and PBP it depends on if there are any other shareholders involved - and I don't think there are, in which case it comes down to a personal decision by Eddie and Tom Morris to want to take a loss on something, or not.

In the case of Davies he clearly valued BWFC over his family in terms of the £200m of his inheritance he lost on the club.

I guess his family via EDT were either happy to follow suit in terms of his legacy or simply wanted to cut all ties as fast as they can even if it involved further loss to them.

With Morris I guess that there is some form of personal loyalty (or agreement) with him to Mike James?


As for the bond holders, or rather the company who they paid their money to, that would be the creditor of FV.

The new owners of FV would simply inherit them as an existing creditor to the company - the contract continuing being between FV and the investment company, irrespective of who now owns FV.

I don't therefore see how any change in ownership would effect the existing contracts (and terms and conditions) FV hold with others, including the company the bond holders paid into.

For example Holdsworth and Anderson became the new owners of Burnden Leisure through Sports Shield BWFC and Inner Circle Investments, respectively but the change in ownership didn't effect the existing contracts between Burnden Leisure and its debtors and creditors.

The difference with FV's ownership being that Burnden Leisure effectively no longer existed and all their contracts with others ceased and everything started afresh under new contracts with FV (instead of Burnden Leisure) to debtors and creditors - with secured creditors agreeing to settle their charges on BL by accepting security against FV in exchange and unsecured creditors taking a loss on BL as it fell into Administration and Liquidation.

Please forgive the 'I told you so', but I told you so - and so to did Bob!

Wanderers still need owner injection but future plans in place, says CEO Hart

But Hart admits the club’s initial target to move to a ‘break even’ position has been difficult to attain, and though the board feel the current balance is manageable – sustainable, even – the financial input from FV and BMLL remains hugely important.

“Maybe naively when I came to this club three years ago, I thought we could get it to a sustainable position, but I realise now that it is near-on impossible, financially, it really is,” he told The Bolton News.

“Even this year there will be a significant loss on the profit and loss, and that has to be funded. Obviously the BMLL group and other shareholders have played a key part in that.

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Which so called business consultant was it that for years has been telling us all that you can't tell anything from Company House records of accounts and no one has any idea what the true idea of any companies financial affairs really are because the published accounts hide more than they tell you?

Well considering I'm just some bin collector public servant minion from the town hall with no experience of business and doesn't have three groups of accountants working to him like some apparently do, it seems that I wasn't the one talking out of my arse all this time after all!!!


I suspect Hart has said what he has because the accounts are due to be published soon and no doubt will be showing a loss once again and presumably to allay fears that the club is in the financial shit once again.

Sluffy wrote:Please forgive the 'I told you so', but I told you so - and so to did Bob!

Wanderers still need owner injection but future plans in place, says CEO Hart

But Hart admits the club’s initial target to move to a ‘break even’ position has been difficult to attain, and though the board feel the current balance is manageable – sustainable, even – the financial input from FV and BMLL remains hugely important.

“Maybe naively when I came to this club three years ago, I thought we could get it to a sustainable position, but I realise now that it is near-on impossible, financially, it really is,” he told The Bolton News.

“Even this year there will be a significant loss on the profit and loss, and that has to be funded. Obviously the BMLL group and other shareholders have played a key part in that.

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Which so called business consultant was it that for years has been telling us all that you can't tell anything from Company House records of accounts and no one has any idea what the true idea of any companies financial affairs really are because the published accounts hide more than they tell you?

Well considering I'm just some bin collector public servant minion from the town hall with no experience of business and doesn't have three groups of accountants working to him like some apparently do, it seems that I wasn't the one talking out of my arse all this time after all!!!


I suspect Hart has said what he has because the accounts are due to be published soon and no doubt will be showing a loss once again and presumably to allay fears that the club is in the financial shit once again.

"Maybe naively when I came to this club three years ago, I thought we could get it to a sustainable position, but I realise now that it is near-on impossible, financially, it really is,” he told The Bolton News.


I'm just a doddery old pensioner with no access to the books and I 'grasped it' years ago. So when exactly did you 'grasp it', Neil? Was it before or after supporters coughed up £4.5m?

I wonder if the penny has dropped yet with the Bond investors?

The Chief Executive of Bolton Wanderers openly admitting that it is all but impossible for the club to trade at breakeven!

BWFC is it seems is being bankrolled totally by a bunch of rich blokes for fun, who happen to be working in Switzerland - Sharon et al hasn't bought any of the new shares issues (equity) for the last two years or so - but will the Swiss still be about in another four years or so when BWFC needs to find around £5m to pay the investors back (plus interest).

If I was a rich bloke chucking my money in for fun, I'd want it to go on buying a new player or two, not paying off £5m of debt - where's the fun in doing that?

Bob and I did warn you all about it at the time.

Caveat emptor - as the Romans used to say!

Not having seen the scale of the loss or the details of where the income went, I'm reticent to start drawing conclusions about this latest statement (in full below)
Given that a trading loss at this stage of the game was expected anyway and that there are irons in the fire to rectify that situation in the longer term, I'm struggling to see what the problem is - unless the scale of the loss is ginormous.
Until more details are released, I'm inclined to think of the statement as a good exercise in expectation management, an explanation as to why we didn't sign the likes of Wilson and Baccus and a message to those dickheads on Twatter who seem to think that promotion to the Championship will open the floodgates for signing a promotion-contending array of talent.
Given where we're building back from, I'm surprised we've progressed as far as we have and there's still a possibility we might go even further this season.
If we do go up, it would be an ideal time to attract new investment anyway.
Until we see huge losses it remains a case of "nothing to see here" IMO.

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Hahaha!!!

You do know how to make me laugh - I'll say that about you.

Now aren't you the self proclaimed Business Consultant, with an MBA from a prestigious educational awarding body, who was once the COO of an NGO (NON GOVERNMENT Organisation - and because of that you knew how Government worked - still my favourite laugh you have given me over the years!) and claimed to have not one, not two but three sets of accountants working to you.  And you are still desperately trying to pretend you know what you are talking about with finances???


For instance...

wanderlust wrote:Given that a trading loss at this stage of the game was expected anyway...

Well clearly it WASN'T was it?

“Maybe naively when I came to this club three years ago, I thought we could get it to a sustainable position, but I realise now that it is near-on impossible, financially, it really is,”

wanderlust wrote:Not having seen the scale of the loss or the details of where the income went, I'm reticent to start drawing conclusions about this latest statement.

Who cares about your conclusions - Hart's already told us all about the future...

Even this year there will be a significant loss on the profit and loss, and that has to be funded. Obviously the BMLL group and other shareholders have played a key part in that.

“We have good revenue, we want to be competitive, but we still have a shortfall. And that doesn’t breed sustainability at this level.”


In Janet and John words just for you, what Hart is saying is that a football club depends on the club owners to never endingly put their hands in their pocket to keep it going.

Sharon, Luckock and James HAVEN'T put their hands in their pockets for the last TWO YEARS.

Fans have stumped up £4.5m - that needs to be repaid (or at least most of the bond holders hope they will!) and the only significant other money comes from a group of rich people (seemingly) having a bit of fun and a flutter at being a football club owner.

Bit risky betting a long term future on that I would suggest?

wanderlust wrote:I'm struggling to see what the problem is...

As I say, you don't half make me laugh!!!

How many years have you been spreading doom and gloom about the club's finances?

It's a fucking miracle we still exist - and frankly if anyone attaches a shred of credibility to your bullshit they want their heads seeing to. Fortunately they don't and you're a laughing stock, not just on this forum.

If we go under, it's been a great ride, but until then, do us all a favour and shut the fuck up. Tosser.

wanderlust wrote:How many years have you been spreading doom and gloom about the club's finances?

It's a fucking miracle we still exist - and frankly if anyone attaches a shred of credibility to your bullshit they want their heads seeing to. Fortunately they don't and you're a laughing stock, not just on this forum.

If we go under, it's been a great ride, but until then, do us all a favour and shut the fuck up. Tosser.

Well considering Neil Hart has just confirmed EXACTLY what I (and Bob) have been stating, then it doesn't seem to be me who has been the one of us who has been talking complete bollocks all these years does it?

I'm not the one who is living in a pretended world and desperately seeking validation of himself from social media off complete strangers because he doesn't get it in his real life.

That's you!