Goddy wrote: ↑Wed Feb 03, 2021 2:44 pm
To the clever accountant-types, like Paul Waine, chester perry and a few others, I have a question regarding the ALK takeover.
My understanding is that assets in a business belong to ALL the shareholders (proportionate to their shareholding, of course). If this is the case, and the chat about ALK using BFC assets i.e. the cash at bank and in hand, how can any assets be taken out of a business and then given to a group of shareholders (Garlick and other directors who sold shares) without other shareholders receiving similar? I assume what has happened in the takeover is legal but just don't see how some shareholders can be given funds/assets from a business without ALL shareholders being given the same.
Answers on a postcard, please.
Thanks
PS Mods - please merge this with whichever relevant thread, please, as and when. Just wanted this question not to be overlooked for now (Sorry to other message board users for my selfishness in starting a new thread on this)
Hi Goddy, I didn't expect to see my name in a BHE subject. Let's see if I can give you the same response as CP "and a few others..."
Each shareholder has equal claim over the business, in proportion to their shareholding, as all other shareholders (assuming all the shares are of the same class). The shareholders "collectively" appoint the directors to run the business... As there are a large number of individual shareholders and they may have different opinions, including possibly wishing to appoint different directors, these things are decided by a vote based on the number of shares held. ALK acquired 84% of the shares from the existing directors, leaving Mike Garlick and John B with 4,000 shares each and buying out Barry Kilby, Clive Holt etc 100%.
The "rules of "Burnley FC Holdings Ltd" company number 08335231, are determined by the Memorandum and Articles of Association. These rules say what the business can do (and what it can't do).
We know from the Companies House filings that Burnley FC Holdings Ltd that revised Memorandum and Articles of Association were adopted by BFC board on 30th Dec 2020 and, on the same date, the existing directors resigned and 5 new (ALK) directors were appointed. There's a little bit of latency in the changes being published by Companies House - I think some of this is covid-19 related - however, we can see all these changes from 19th Jan thru 29th Jan.
Although, I don't think we can see it "in the public domain" just yet, it is reasonable to think that the order of events were (1) directors' shares sold to ALK; (2) new directors appointed by ALK; (3) revised memo and arts voted through by new directors; (4) charge granted to MSD over BFC assets.
Among the changes in the Articles is the removal of a clause not allowing BFC to lend monies to a 3rd party to acquire shares in BFC.
The same changes and sequence of events have followed at (The) Burnley Football & Athletic Company Limited, company number 00054222. Again, all these details are filed with Companies House.
So, what we believe has happened is that, in accordance with the new Articles of Association, an unspecified amount of cash has been lent by BFC to Calder Vale, and together with other cash held in Calder Vale, forms the (reported) £105 million paid to the ex-directors of BFC for the 84% of the shares now owned by ALK. We also understand, if reports are reasonably accurate, that Mike G and John B between them are owed a further amount of £45 million, which is reported to be due in 3 instalments. It's my guess - but I could be wrong - that these instalments are triggered by BFC's performance over coming period(s). It may be that the performance triggers include remaining in the Premier League. If this is so, this supports Alan Pace's statement that the fans will like the details of the way the acquisition has been structured.
As for all the small shareholders.... everything that has been done by the previous directors and the new ALK directors is legal and "above board."
I'm not a BFC shareholder. I've expressed my view before that I expected all shareholders would be offered the same deal and have the opportunity to sell their shares, whether one only, or more than one, to ALK. Obviously, this hasn't happened at this time.
There have been a number of comments, both in the media and repeated on this mb, that BFC is £90 million worse off. If I understand correctly, I think the suggestion is that the £90 million comprises £60 million loan from MSD and £30 million cash paid by BFC. Strictly, in unconsolidated accounting terms, this is not correct. If BFC has lent £30m cash to Calder Vale, then BFC now has an intercompany debtor of £30m. Similarly, BFC is not directly involved in the £60m loan from MSD. That loan may sit in the books of Kettering Capital or another of the ALK group structure. Of course, BFC assets are included amongst the club's assets charged to MSD as (part of) the security for the loan.
If we look at the consolidated group accounts of Kettering Capital, including Calder Vale, Burnley FC Holdings Ltd and Burnley Football & Athletic Company Limited we would see that Kettering Capital has £98 million equity. There may also be bookkeeping entries that record £60m cash received from MSD and £60m debt owed to MSD, plus £30m cash received from BFC and an intercompany debt of £30m owed to BFC. There may also be entries that record the payments to Mike G, John B and the other previous directors, for the acquisition of their shares in BFC...
So far as I can tell, none of the media reports have comments on the £98 million equity in Kettering Capital. It may be that the media aren't aware that that is the case - even though it's reported at Companies House. It may be that they assume that £60 million of that equity has been paid for by £60m loan by MSD. I don't understand how this would fit into MSD's business objectives.
Hope this helps.
Exciting times.
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