Thetownend.com

if the share certificates exist, then why haven't they shown proof of them yet?

Exactly.

Which is why I'm more inclined to believe Power.

if the share certificates exist, then why haven't they shown proof of them yet?

An application for shares in a company will usually be in writing, although it can be made orally. Such an application will be an offer by the applicant. The acceptance of the application will be a letter of allotment from the company. The application form usually reads "I agree to accept such shares and any any smaller number that may be allotted to me".

An application must be accepted within a reasonable time.

The company's acceptance must be communicated to the applicant. Notice of the allotment is is generally sent by post and the contract is complete on posting the letter. This is so even if the letter is delayed or lost in the post.

An application for shares may be withdrawn at any time before the letter of allotment is posted.

A company must have a share certificate ready for issue within two months of allotment, unless the terms of issue of shares provide otherwise.

Although there is no requirement in the Act that a share certificate must be under seal, the articles usually provide this. Section 81 states that a certificate under the common seal of the company , specifying the shares held by any member, shall be prima facie evidence of the title of the member to the shares.

on the flip side if Power has proof that the £1.2 million was a loan why hasn't he produced the paperwork?

I can't believe that Power would have been stupid enough to loan/invest over a million quid without getting everything in writing.

Wouldn't it just be a standard loan agreement - a directors' loan/current account as per most limited companies? Unless it varied from the usual terms I wouldn't expect any additional agreement.

On 20th April 2006 a special resolution was passed and a deed of rectification was agreed which were both eddective on 30 September 2003. The company's authorised share capital was reduced from £2,663,780 to £1,581,890 by the cancellation of 1,081,890 unpaid £1 ordinary shares. These shares were issued in error on 30th September 2003.

The company's authorised share capital was reduced from £2,663,780 to £1,581,890 by the cancellation of 1,081,890 unpaid £1 ordinary shares. These shares were issued in error on 30th September 2003.

The company's authorised share capital was reduced from £2,663,780 to £1,581,890 by the cancellation of 1,081,890 unpaid £1 ordinary shares. These shares were issued in error on 30th September 2003.

BOODLE HATFIELD NOMINEES LIMITED 899,703 ORD 1 SHARES (26.04%)
JAMES S WILLS 1,764,077 ORD 1 SHARES (51.06%)
PHILIP EMMEL 395,472 ORD 1 SHARES (11.45%)
WILLIAM POWER 395,473 ORD 1 SHARES (11.45%)

This is confusing the fuck out of me?
Are you saying Power has got shares  :?

I'd love to have a clue what everyone is talking about, but when it comes to accounts/finances etc etc you might aswell be speaking french.

I don't understand this at all.

The current "shareholding" of the holding co is:



If you take out Bill and Phil's shares that leaves Boodle and JW having a total of 2,663,780 which is the authorised share capital that was reduced in April 2006.

Now I am confused.

 :?

No - the club have sent a form to Companies House stating that they have issued new shares to Bill and Phil.

The essence of the argument is whether there was a formal application by Bill and Phil for those shares and if so, did the holding company formally accept.

Right, and Power is saying he hasn't?
Right?  :?

I'd love to have a clue what everyone is talking about, but when it comes to accounts/finances etc etc you might aswell be speaking french.

Or Polish?  :wink:

We're basically saying that when it comes to issuing shares the holding company don't know what they're doing - or at least it looks that way.

Riiiiighhttttt

*woosh*

What's happened is that in 2003 they issued all of those shares wrongly. In 2006 this was rectified so the accountants have changed the figures in the 2005 retrospectively to compensate. This also means that those 1,081,890 were also struck off. Now since 2003 there have also obviously been other share issues, making the present shares issued figure higher.

Had those other shares not been taken out the figure would have been higher still.

Further to my response to you TalkTalk, I am assuming that the holding co issued that exact number of shares again in 2006, probably so they could go to different people. It also meant that by (re)issuing that amount, James Wills maintains his majority stake.

Of course that assumes they did strike off those shares in the first place. It looks suspiciously like they haven't, in which case it's going to get very confusing in court

This is all too much for a Sunday.

This is all too much for a Sunday.

But they wouldn't realistically be able to control the company unless BHN sided with them, which, assuming it's Diamandis, would be about as likely as me winning the lottery.

If it was a loan then surely paperwork and signatures must of been exchanges.I cant believe power said heres £1.2 million you go pay a few dates and we will worry about how you pay it back later

I'm not sure about that.

I sold 30% of the shareholding in my company to an investor. He was a wealthy local bloke who liked gambling on small companies and did it all the time. I remember discussing how much he wanted and he declined 33% for this particular reason. The 30% gave him a level of control, the 33% another...

I'll have a dig, I'm sure there is legislation about this.

So who did he loan the money to

That leads on to the interesting situation in that if the share capital is misstated then the share holding would be:

BOODLE HATFIELD NOMINEES LIMITED 522,023 ORD 1 SHARES (22%)
JAMES S WILLS 1,044,047 ORD 1 SHARES (44%)
PHILIP EMMEL 395,472 ORD 1 SHARES (17%)
WILLIAM POWER 395,473 ORD 1 SHARES (17%)

Giving Phil and Bill 34% of the share holding. More than Boodle and enough to have a serious say in the company (I seem to remember that 33% gives you real clout?)

 :soapy tit wank:

Ok to rephrase my question.Did he not get a signed agreement with the company he loaned the money to

Alan - You can't 'pro rata' share premium into shareholding - it doesn't work like that. You get voting rights according to the amount of shares you have, not what you paid for them

Did he buy them as an individual or though a company? I have a feeling he was just keeping his stake at 30% so he wouldn't have to prepare group accounts - 30% shareholding would be an associate and not a subsidiary.