Holding company

[Samdy Gray]

I see they published the latest set of accounts on 2nd August which went seemingly unnoticed.

Anybody checked them out yet?

[Dazzza]

Not much in them.

111K of admin expenses and the usual adverse opinion of the auditors in relation to shares in the club and Shaw Park being listed as an asset along with loans of approx 2 million in total deemed as unrecoverable.

33% (presumably Diamandis) has been transferred over to Breams registrars who were given the option of a further 260+ shares.  No mention of Bill Power but I suspect that's down to it being post balance sheet?  Leaves no one with overall control of the company.

Creditors due in 1 year has raised from 92k to 600K in the past 12 months

The club owes James Wills 300k in loans and paid SSW 82k in interest on existing loans.

If anyone wants a copy PM me your old email address.

[Fred Elliot]

Still adverse opinion

[Simon Pieman]

Cheers for sending them Dazzza. The additional shares issued to third parties are the ones the club claims to have sold to Bill Power and Phil Emmel if you cross reference to the annual return.

It's in note 11 - post balance sheet events

[SwindonTartanArmy]

If you are a fan of the club, why the fuck would you charge interest on a loan? :shock:

[caveman]

>paid SSW 82k in interest on existing loans.

hmmm... obv got to give thanks to the guy for getting us out of the shit on many occasions, but 83k interest.. does he really need it? we could really do with that cash

[Samdy Gray]

33% (presumably Diamandis) has been transferred over to Breams registrars who were given the option of a further 260+ shares.  No mention of Bill Power but I suspect that's down to it being post balance sheet?  Leaves no one with overall control of the company.

Just had a look at the accounts myself. There's no mention of Bill Power, but it does say (post balance sheet) a further 790,945 shares were issued for consideration of £1,000,000 to 'third parties' on 24 July 2006.

In the 2005 accounts it shows Bill P was issued 395,473 shares and Phil E 395,472. In total that's 790,945.

Surely that means Bill's money was shares and not a loan?

[Samdy Gray]

Although I suppose it could all be bollocks. I'm sure we've been over this one before as well. Pah.

[Dazzza]

Legal jargon states....

Subject to section 38, a share may be issued for consideration
in any form, including money, a promissory note or other written
obligation to contribute money or property, real property, personal
property (including goodwill and know-how), services rendered,
or a contract for future services.
Consideration
for shares.

38. (1) Before issuing shares for a consideration other than
money, the directors shall pass a resolution stating —
(a) the amount to be credited for the issue of the shares;
(b) their determination of the reasonable present cash value
of the non-money consideration for the issue; and
(c) that, in their opinion, the present cash value of the nonmoney
consideration for the issue is not less than the
amount to be credited for the issue of the shares.
(2) Subsection (1) shall not apply to the issue of any bonus
shares.

http://www.gov.im/lib/docs/infocentre/acts/companies.pdf

I think all it means is that the shares were issued against Bill's money going into the club (Adams, King etc) rather than going through the holding company.  I'm sure someone will know though.

[wheretherealredsare]

From thisis ...

Morse wrote:
What apears to have slipped under the radar of the Adver is that the accounts for Swindon Town FC Ltd (the holding company) where filed at Companies House a couple of weeks ago; they make interesting reading. In the notes to the accounts it states that "on 24th July the authorised share capital was increased by £790,945 to a total of £2,372,835, and a further 790,945 ordinary £1 shares were issued to third parties for total consideration of £1,000,000."

Other documents filed at Companies House show that on 24th July 2006 William Power became the proud owner of 395,473 £1 ordinary shares and Philip Emmel received 395,472 £1 ordinary shares.

Also according to the accounts the company has a value of £1.2M but the auditors reckoned that if one correctly valued the "assets" of the company it would have a negative value of £2.1M

So much for Bill's "loan" and nothing for the Investors to buy!


Some interesting detail but it is worth noting that 24 July 2006 is a about 3 months AFTER BP invested his cash and is also about the time that the fall out with diamond mike had already begun. I think there is a lot more to this than meets the eye. Who is to say there wasn't administrative manipulation going on? I suspect matters will get very bitter and twisted in the run up the court case. BP wouldn't be spending a lot of money on expensive solicitors if there wasn't a case to answer.
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Also ... the further shares "issued" equate to 33.333% of the new total. Isn't that what Holt spouted before they started revising it to 23%? On the other hand the holding company has 70% of the club, so BP/PE's holding company alleged shareholding is 23.33% of the club. Seems this is where the various percentages come from.

[lebowski]

Surely that means Bill's money was shares and not a loan?

all it means is that the club registered the transaction as shares, it doesn't prove one way or another that it was a genuine transaction.

football tomorrow  

[Simon Pieman]

As stated before there's no real new news there, just stuff we knew before.

EDIT: in response to wheretherealreds are, the 33% appears to be correct at the time of the accounts, but the last annual return shows additional shares have be issued making BP + PE's total 23% of the holding company.

[wheretherealredsare]

As I understood it there are now 2,372,835 shares in issue. If BP/PE are said to have a total of 790,945 that is 33%. As the holding co. controls 70% of the club their shares would be equal to 790,945 x 70% = 23% of the club. Unless I have misunderstood and there are more HC shares in issue? For BP/PE's holding to be 23% of the HC there would have to be about 3,438,892 HC issued shares in total.

[Simon Pieman]

Sorry I wasn't overly clear. The last return before these accounts showed a percentage of 23%.

The lastest shows that over a million shares have been cancelled and that BP & PE's share is now 33%.

The 23% of the club stuff is merely coincidental mathematics.

[wheretherealredsare]

Agreed. Some of the timings of these share issues and cancellations are interesting though. I expect the actual registration date of the alleged shares will come out in the upcoming High Court action.