ALK Capital or Farnell/Elkashashy takeover

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Stalbansclaret
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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Stalbansclaret » Tue Feb 14, 2023 9:21 am

I have no idea if this is correct but a self-proclaimed “expert” told me yesterday that any new lender has 21 days to register a charge.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Tue Feb 14, 2023 10:11 am

NewClaret wrote:
Tue Feb 14, 2023 8:51 am
Would we all agree that any subsequent charges should show up today latest?
Stalbansclaret wrote:
Tue Feb 14, 2023 9:21 am
I have no idea if this is correct but a self-proclaimed “expert” told me yesterday that any new lender has 21 days to register a charge.
Some of guidance given on gov.uk

www.gov.uk/guidance/registering-a-charg ... -a-company

Register a charge (MR01)
A ‘charge’ is the security a company gives for a loan. For example, a mortgage is a type of charge.

You can send us the details of a charge created by the company. We’ll then register the charge on the company’s public record.

21-day time limit
If a charge is not registered within 21 days, it may be difficult to recover the debt if the company becomes insolvent. The 21 days start the day after the charge is created.

Who can register a charge
Any person ‘interested in the charge’ can register a charge at Companies House. This could be the company itself, the lender or their agent.

Satisfy a charge (MR04)
A charge is ‘satisfied’ when it’s paid off. You do not have to tell us, but any satisfied charges left outstanding on our records could have a negative effect on your company.

It’s a good idea to make sure any charges registered against your company are correct and up to date. You can check your company’s record for any outstanding charges using our free service.

You can tell us when a charge has been paid in full, or part-paid. We’ll then update your company’s charge information on the public record.
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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Tue Feb 14, 2023 10:17 am

We can now see that Mike Smith, director submitted the documents that the MSD charge had been satisfied on the Companies House filings for Calder Vale, BFC Holdings and Burnley Football & Athletic.

Note, gov.uk guidance that entities don't need to notify when a charge has been satisfied...

This also means that it is not significant that the charge on Kettering Capital has not yet been notified as satisfied. Maybe we were reading too much into the absence of notice that Kettering charge had also been satisfied yesterday.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by aggi » Tue Feb 14, 2023 10:40 am

Paul Waine wrote:
Tue Feb 14, 2023 10:17 am
We can now see that Mike Smith, director submitted the documents that the MSD charge had been satisfied on the Companies House filings for Calder Vale, BFC Holdings and Burnley Football & Athletic.

Note, gov.uk guidance that entities don't need to notify when a charge has been satisfied...

This also means that it is not significant that the charge on Kettering Capital has not yet been notified as satisfied. Maybe we were reading too much into the absence of notice that Kettering charge had also been satisfied yesterday.
From what I remember Mike Smith is a lawyer so not too surprising he's the one who is doing the filing.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by aggi » Tue Feb 14, 2023 10:42 am

NewClaret wrote:
Tue Feb 14, 2023 8:51 am
Would we all agree that any subsequent charges should show up today latest?
Last update I had from my cosec department was that delays of a week for things showing up weren't unusual so even if it was filed straight after the release (which it may not have been) we could still be waiting.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Tue Feb 14, 2023 10:58 am

aggi wrote:
Tue Feb 14, 2023 10:42 am
Last update I had from my cosec department was that delays of a week for things showing up weren't unusual so even if it was filed straight after the release (which it may not have been) we could still be waiting.
Thanks aggi.

Based on what Paul has said, there’s no absolute need to inform CH that a charge has been satisfied.

On Nov 12th the DM reported that we were looking to refi with Aldermore. On 17th MSD’s debt was registered as ‘cancelled’ but the charges remained. I wonder if this was deliberate given the January transfer window was forthcoming, and they left the administration until it had passed.

But with that theory, if Aldermore haven’t registered any charges by now, any new debt is either unsecured or structured in such a way that it isn’t declared at CH.

Or the November activity/media was pure coincidence and the debt remained until last week. In which case, if we have taken any more secured debt we should know within a week. Very interesting developments, either way. Slightly nervous and excited as to how it will pan out.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by dsr » Tue Feb 14, 2023 11:27 am

NewClaret wrote:
Tue Feb 14, 2023 10:58 am
Thanks aggi.

Based on what Paul has said, there’s no absolute need to inform CH that a charge has been satisfied.

On Nov 12th the DM reported that we were looking to refi with Aldermore. On 17th MSD’s debt was registered as ‘cancelled’ but the charges remained. I wonder if this was deliberate given the January transfer window was forthcoming, and they left the administration until it had passed.

But with that theory, if Aldermore haven’t registered any charges by now, any new debt is either unsecured or structured in such a way that it isn’t declared at CH.

Or the November activity/media was pure coincidence and the debt remained until last week. In which case, if we have taken any more secured debt we should know within a week. Very interesting developments, either way. Slightly nervous and excited as to how it will pan out.
We should know within a week, perhaps, but bearing in mind how late they were with the Compliance Statement (the simplest of forms) and the accounts, we can't assume that no form filed means no charge made. They could once again be late filing.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Tue Feb 14, 2023 11:31 am

dsr wrote:
Tue Feb 14, 2023 11:27 am
We should know within a week, perhaps, but bearing in mind how late they were with the Compliance Statement (the simplest of forms) and the accounts, we can't assume that no form filed means no charge made. They could once again be late filing.
But no charge = no ability to recover the debt. Plus charges can be issued by the lender, per Paul’s post.

You’d expect them to be very proactive with it.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by dsr » Tue Feb 14, 2023 11:56 am

NewClaret wrote:
Tue Feb 14, 2023 11:31 am
But no charge = no ability to recover the debt. Plus charges can be issued by the lender, per Paul’s post.

You’d expect them to be very proactive with it.
No charge registered does not mean that the debt can't be recovered, just that one of legal ways of doing it is harder. But yes, you're absolutely right that you would expect the lender to lean hard on the borrower to make sure the borrower registers the charge.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Paul Waine » Tue Feb 14, 2023 12:12 pm

dsr wrote:
Tue Feb 14, 2023 11:56 am
No charge registered does not mean that the debt can't be recovered, just that one of legal ways of doing it is harder. But yes, you're absolutely right that you would expect the lender to lean hard on the borrower to make sure the borrower registers the charge.
I'm pretty sure the lender can register their charge. They don't need to rely on their borrower to file it with Companies House.

Normal course, is probably not to release the funds until the charge has been registered, though that then also requires link up with repaying any existing loan and recording that charge as satisfied.

The purpose of recording a charge is to let anyone else who the borrower may be speaking to about borrowing money know that there is already a charge in place over assets. So, registering a charge is important to any new lender.

However, with respect to BFC, maybe we should be thinking about the timings of cashflow receipts. Is it possible that transfer outgoings in summer, including Macquarie advances, plus parachute payments for this season, plus maybe some modest new investments has resulted in a window when the balance of the MSD could be paid off?

Of course, if there is a short term surplus of cash there is very likely the need for further funding, whether additional investors joining ALK/VSP or new debt.

I like the idea that the recording of the satisfying of the MSD debt has been left until the Jan transfer window has closed. I wonder if any of the clubs that we bought from in Jan are now saying "but, we thought they'd no money..."

Exciting times.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by aggi » Wed Feb 15, 2023 9:29 am

Looks like some updated Articles have been filed. From what I remember (which is fairly hazy), last time round the update was to allow money to be shifted up the group to pay for the purchase. Wonder what these will be for.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Wed Feb 15, 2023 11:27 am

aggi wrote:
Wed Feb 15, 2023 9:29 am
Looks like some updated Articles have been filed. From what I remember (which is fairly hazy), last time round the update was to allow money to be shifted up the group to pay for the purchase. Wonder what these will be for.
Exactly that

Well if we are to go off a commitment made October 04 2021 that a platform to trade shares would be live by the end of that month, it could be to allow such trades. My understanding is that up to now shares could only be transferred subject to board approval. Historically that has seen any number of transfers blocked and sometimes (not always usurped by a board member on behalf of themselves or a member of their family - I know someone Basil Dearing did that to back in the day.

There was the press release of December 23 2021 https://www.inx.co/investors/media/alk- ... ball-club/ of a blockchain security token (electronic bond). Such a product may require an update to the articles.

Of course there are other options including the possibility of creating multiple classes of shares, like the Glazers did at Manchester United, raising monies for themselves while retaining total control, but in the end all this is just being highly speculative.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Wed Feb 15, 2023 1:55 pm

CP/Aggi, re the Articles, some questions:

How do we know they’ve been updated? Where do they appear? I can’t see them on CH.

And where ever that is, how will we know what changes have been made? Is that made obvious or do you have to read the whole lot to compare? Or can’t we see what’s changed?

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by aggi » Wed Feb 15, 2023 2:08 pm

NewClaret wrote:
Wed Feb 15, 2023 1:55 pm
CP/Aggi, re the Articles, some questions:

How do we know they’ve been updated? Where do they appear? I can’t see them on CH.

And where ever that is, how will we know what changes have been made? Is that made obvious or do you have to read the whole lot to compare? Or can’t we see what’s changed?
Companies House has that new articles are in place but hasn't uploaded them yet
https://find-and-update.company-informa ... ng-history
Only in Burnley Football & Athletic Company (which is the football club), not in the holding companies yet.

You have to compare the two generally. Most of them are pretty standard so if you've read enough of them the extra stuff is often quite easy to spot.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Wed Feb 15, 2023 2:11 pm

NewClaret wrote:
Wed Feb 15, 2023 1:55 pm
CP/Aggi, re the Articles, some questions:

How do we know they’ve been updated? Where do they appear? I can’t see them on CH.

And where ever that is, how will we know what changes have been made? Is that made obvious or do you have to read the whole lot to compare? Or can’t we see what’s changed?
you are probably looking at the Burnley FC Holdings Limited not Burnley Football and Athletic Club Limited

https://find-and-update.company-informa ... ng-history

you can register with companies house and follow all the associated companies for free - any updates are then emailed to you as they happen. It is a very useful feature and unique across the world I believe (certainly the free bit)

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Wed Feb 15, 2023 2:34 pm

Thank you Aggi and CP. Makes perfect sense as I was looking at the HoldCo’s.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Thu Feb 16, 2023 9:26 am

The new articles are showing. CP - have you taken a look?

Also, the charge is still showing on Kettering Capital. Anything to worry about there?

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by aggi » Thu Feb 16, 2023 9:52 am

I've had a quick flick through. In the main it looks like an updating and cleaning up of some fairly outdated Articles with a new boilerplate. As such, it is hard to tell whether the things that have been changed are because they were changed on purpose or because it just is part of the standard Articles.

Sections on dividends and issuing shares were greatly expanded but nothing particularly controversial in there. The main thing that jumped out at me is that Directors can now be paid, that didn't used to be the case. Again, not sure if that is intentional or just because it is part of the template.
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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Thu Feb 16, 2023 10:04 am

Thanks Aggi.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Thu Feb 16, 2023 10:22 am

aggi wrote:
Thu Feb 16, 2023 9:52 am
I've had a quick flick through. In the main it looks like an updating and cleaning up of some fairly outdated Articles with a new boilerplate. As such, it is hard to tell whether the things that have been changed are because they were changed on purpose or because it just is part of the standard Articles.

Sections on dividends and issuing shares were greatly expanded but nothing particularly controversial in there. The main thing that jumped out at me is that Directors can now be paid, that didn't used to be the case. Again, not sure if that is intentional or just because it is part of the template.
I have not looked yet

In regard to allowing directors to be paid and dividends - It used to be an FA Rule (part of the infamous rule 34) that directors could not be paid a salary and dividends were limited to 5% of share capital - it maybe that the club historically wrote these rules into their Articles

In 1981 Rule 34 was changed to allow dividends of 15% of share capital and because of a desire for 'better, more professional management' of clubs directors were allowed to be paid if they worked at the club full-time. - It is entirely possible that we did not change our Articles to allow this given the financial situation at the club.

Some time after the failure to even try and prevent Spurs listing a Holding Company on the Stock Market the FA simply removed these items from the rule book quitely admitting that they were of no use because they could not enforce them.

So it appears that the articles have been updated to match the modern FA rulebook, which at the same time allowing directors to profit from the club. I have argued a few times that it is good practice to pay directors who are working for the club (particularly full-time), it makes their efforts visible and gives them a value, so I have no issues with that in principle. Changes to dividend rules could see the beginning of the approach we have long talked about for the repayment of club loans to CVHL/VSL

------------------------------------------------------------------------------------------

On a separate note I see that Velocity Sports Partners Limited has changed registered address from 1 Park Row in Leeds to Suite G04 1 Quality Court, Chancery Lane London WC2A 1HR - the contact addresses for Directors too. It is probable that ALK Capital LLC will follow suit. Are Pace and Co blaming their lawyers for the first gazette notices?

There is still no Confirmation Statement or Accounts for Velocity Sports Partners Limited

And still no Accounts for ALK Capital Limited, Kettering Capital Limited and Calder Vale Holdings Limited

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by ClaretPete001 » Thu Feb 16, 2023 11:38 am

Hi CP

If it is lawyer error then it can only be related to some of the complexities of ownership or the politics of the deal.

These are not trading companies as far as I am aware. it seems unlikely, that if there was an initial oversight and nothing else at play, we would still be here talking about it.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Thu Feb 16, 2023 12:08 pm

On the face of it this is a comprehensive rewriting of the articles though as aggi suggests their appears to be an large amount of boilerplate - which is exactly what you would expect. For the most part it looks like they have just been brought up to date, particularly in terms of the language and phrasing applied. they are much clearer and easier read as a result, which is all quite positive I would say.

Snippets on Directors
- as per the above rules blocking Director pay and applying for jobs at the club have been removed
- The rule of owning 4000 shares to to be a director of the club is no more

Snippets on Shares section
- Shareholders no longer entitled to 5% discount on season tickets
- Transfer of shares can still be blocked by the Directors (41.5)

Snippets on Dividends
- now includes the ability to transfer non*cash assets (aggi has previously talked about this in regards to CVHL repaying some of its loans via a paper exercise rather than cash)
- There is a completely new section on Capitalising of Profits when not paying dividends (aggi, or another of our accountants will need to explain)

Given what is said about General Meetings I wouldn't necessarily expect them to return any time soon - though they can be called at any time. With VSL/CVHL holding 86%+ of the shares it means that they can vote any resolution they want (75% being the threshold used in these articles) at any time.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by gandhisflipflop » Thu Feb 16, 2023 12:55 pm

So in layman’s terms, are we any nearer to understanding how the loan was repaid? Was it a new investor, or them taking out another loan?

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Thu Feb 16, 2023 12:58 pm

gandhisflipflop wrote:
Thu Feb 16, 2023 12:55 pm
So in layman’s terms, are we any nearer to understanding how the loan was repaid? Was it a new investor, or them taking out another loan?
nothing relevant to that in the new articles

and still no new charges on the club that say it was a refinancing
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Re: ALK Capital or Farnell/Elkashashy takeover

Post by gandhisflipflop » Thu Feb 16, 2023 12:59 pm

Chester Perry wrote:
Thu Feb 16, 2023 12:58 pm
nothing relevant to that in the new articles

and still no new charges on the club that say it was a refinancing
Interesting Chester thanks

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Thu Feb 16, 2023 1:20 pm

Chester Perry wrote:
Thu Feb 16, 2023 12:58 pm
nothing relevant to that in the new articles

and still no new charges on the club that say it was a refinancing
I will add that any new significant single investor in ALK/VSL should under EFL and PL rules be prominent here

https://www.burnleyfootballclub.com/company-details

though as I have repeatedly pointed out, this is now far out of date, currently 11 months.

Given that the £32.2m + early repayment penalty to MSD would likely constitute well over a 10% share in VSL and you would expect a new investment to be much higher for them to elect to make the repayment. This would require a single new investor to pass the owners and directors test and to be announced at the link if not a proper press announcement.

The structure of ALK Capital LLC, Velocity Sports Partners LLC and Velocity Sports Limited (Jersey) does allow for multiple new partners at lower shareholdings which combined could bring such funds together without having to pass the owners and directors test. However you would expect the link to show a reduced shareholding for the parties named.

With none of the above occurring, many are still expecting these monies to have come from a re-financing

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Thu Feb 16, 2023 1:28 pm

CP - what are your thoughts on the Kettering charge not being satisfied? That seems really odd to me and I can’t see why it wouldn’t

Could this be some corporate restructuring work effectively meaning MSD no longer need the other charges to be in place?

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Thu Feb 16, 2023 1:37 pm

NewClaret wrote:
Thu Feb 16, 2023 1:28 pm
CP - what are your thoughts on the Kettering charge not being satisfied? That seems really odd to me and I can’t see why it wouldn’t

Could this be some corporate restructuring work effectively meaning MSD no longer need the other charges to be in place?
it is odd, but i am not reading anything into it given what we have seen elsewhere with these directors

The club is the financial engine for the VSL structure so Kettering Capital Limited assuming all security for the MSD loan is so incredibly unlikely as to be considered impossible- it currently has no real assets given the share capital was used to buy shares in the club and now sits with the 7 individuals/families that sold those shares

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by aggi » Thu Feb 16, 2023 3:08 pm

Chester Perry wrote:
Thu Feb 16, 2023 1:37 pm
it is odd, but i am not reading anything into it given what we have seen elsewhere with these directors

The club is the financial engine for the VSL structure so Kettering Capital Limited assuming all security for the MSD loan is so incredibly unlikely as to be considered impossible- it currently has no real assets given the share capital was used to buy shares in the club and now sits with the 7 individuals/families that sold those shares
There is of course on major asset, the shares in BFC.

Realistically though you'd want more easily realisable assets as your guarantee.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by aggi » Thu Feb 16, 2023 3:17 pm

Chester Perry wrote:
Thu Feb 16, 2023 12:08 pm
On the face of it this is a comprehensive rewriting of the articles though as aggi suggests their appears to be an large amount of boilerplate - which is exactly what you would expect. For the most part it looks like they have just been brought up to date, particularly in terms of the language and phrasing applied. they are much clearer and easier read as a result, which is all quite positive I would say.

Snippets on Directors
- as per the above rules blocking Director pay and applying for jobs at the club have been removed
- The rule of owning 4000 shares to to be a director of the club is no more

Snippets on Shares section
- Shareholders no longer entitled to 5% discount on season tickets
- Transfer of shares can still be blocked by the Directors (41.5)

Snippets on Dividends
- now includes the ability to transfer non*cash assets (aggi has previously talked about this in regards to CVHL repaying some of its loans via a paper exercise rather than cash)
- There is a completely new section on Capitalising of Profits when not paying dividends (aggi, or another of our accountants will need to explain)

Given what is said about General Meetings I wouldn't necessarily expect them to return any time soon - though they can be called at any time. With VSL/CVHL holding 86%+ of the shares it means that they can vote any resolution they want (75% being the threshold used in these articles) at any time.
Capitalisation of profits is when you use p&l reserves to issue new shares or dividends to existing shareholders. The rules are a bit different on what criteria need to be satisfied compared to usual dividends but I don't know the detail. It could be another mechanism to clear the intercompany debt, or it could just be another part of the template.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Thu Feb 16, 2023 3:18 pm

aggi wrote:
Thu Feb 16, 2023 3:08 pm
There is of course on major asset, the shares in BFC.

Realistically though you'd want more easily realisable assets as your guarantee.
So if I understand that correctly…

Under the previous structure, the security MSD held were the assets of BFC (ground, land, etc).

Now the security is the shares in BFC? Which to an extent is the same thing, since if you became a major shareholder, you’d then have control over the assets?

I’m just wondering if we’ve convinced MSD to take their security in a different form now that materially less debt is held vs. having paid it off? And or this is a precursor to some corporate restructuring/tidy up?

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by IanMcL » Thu Feb 16, 2023 3:46 pm

NewClaret wrote:
Thu Feb 16, 2023 3:18 pm
So if I understand that correctly…

Under the previous structure, the security MSD held were the assets of BFC (ground, land, etc).

Now the security is the shares in BFC? Which to an extent is the same thing, since if you became a major shareholder, you’d then have control over the assets?

I’m just wondering if we’ve convinced MSD to take their security in a different form now that materially less debt is held vs. having paid it off? And or this is a precursor to some corporate restructuring/tidy up?
That is a thought!

Not sure I understand the detail of it all, at all, however, MSD has been investing in English football, so perhaps Burnley could be seen as an asset where direct involvement could help improve their asset, going forward.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Thu Feb 16, 2023 3:46 pm

NewClaret wrote:
Thu Feb 16, 2023 3:18 pm
So if I understand that correctly…

Under the previous structure, the security MSD held were the assets of BFC (ground, land, etc).

Now the security is the shares in BFC? Which to an extent is the same thing, since if you became a major shareholder, you’d then have control over the assets?

I’m just wondering if we’ve convinced MSD to take their security in a different form now that materially less debt is held vs. having paid it off? And or this is a precursor to some corporate restructuring/tidy up?
the pertinent fact is that the satisfaction notices at Companies House say that the MSD loan has been "paid/satisfied" which means there is no longer a debt to MSD - at least that is my understanding

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Thu Feb 16, 2023 3:48 pm

IanMcL wrote:
Thu Feb 16, 2023 3:46 pm
That is a thought!

Not sure I understand the detail of it all, at all, however, MSD has been investing in English football, so perhaps Burnley could be seen as an asset where direct involvement could help improve their asset, going forward.
With MSD still having loans with Southampton, West Ham and now West Brom It is unlikely they would be allowed to hold a significant shareholding in a club

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by IanMcL » Thu Feb 16, 2023 3:50 pm

Chester Perry wrote:
Thu Feb 16, 2023 3:48 pm
With MSD still having loans with Southampton, West Ham and now West Brom It is unlikely they would be allowed to hold a significant shareholding in a club
Spoilsport!😁

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by aggi » Thu Feb 16, 2023 4:25 pm

NewClaret wrote:
Thu Feb 16, 2023 3:18 pm
So if I understand that correctly…

Under the previous structure, the security MSD held were the assets of BFC (ground, land, etc).

Now the security is the shares in BFC? Which to an extent is the same thing, since if you became a major shareholder, you’d then have control over the assets?

I’m just wondering if we’ve convinced MSD to take their security in a different form now that materially less debt is held vs. having paid it off? And or this is a precursor to some corporate restructuring/tidy up?
This seems unlikely, if the club defaults on the loan there is a pretty good chance that the club is in severe financial issues so you wouldn't want to then be getting ownership of it.

It's just something we'll have to wait and see on. Gut instinct says it has been refinanced and probably in the same manner but there's always a chance that something different is going on.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by ClaretPete001 » Thu Feb 16, 2023 9:24 pm

NewClaret wrote:
Thu Feb 16, 2023 3:18 pm
So if I understand that correctly…

Under the previous structure, the security MSD held were the assets of BFC (ground, land, etc).

Now the security is the shares in BFC? Which to an extent is the same thing, since if you became a major shareholder, you’d then have control over the assets?

I’m just wondering if we’ve convinced MSD to take their security in a different form now that materially less debt is held vs. having paid it off? And or this is a precursor to some corporate restructuring/tidy up?
Did ALK have control of the ground when MSD had a charge on it?

This is likely a re-financing. £32 million is both too much and too little to want to pay off. Too much to be paid out of surplus cash and too little to warrant getting rid of it completely and using up your cash because it's not of itself a worrying figure to a club on the verge of promotion to the PL.

If we had appointed Chris Wilder and not VK then it would be a lot of money but the first couple of years in the PL prior to the £100 million wage bills I think it looks reasonable.

Of course, as a cynic I would think they have re-financed to get the loan back up to £60 million. In my experience your investor owner tends to run everything to the wire and I'm assuming they only paid off the loan because they contractually had to because of relegation.

But then again, I am Paul's mean spirited alter ego but you know someone has to play the villain and get proven wrong. In the pantomime that is the UTC forum I am the ugly sister to Paul's sugar plum fairy - metaphorically speaking naturally.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by COBBLE » Thu Feb 16, 2023 11:18 pm

Pete keep to the technical which you have a contribution to make.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by dsr » Thu Feb 16, 2023 11:24 pm

NewClaret wrote:
Thu Feb 16, 2023 1:28 pm
CP - what are your thoughts on the Kettering charge not being satisfied? That seems really odd to me and I can’t see why it wouldn’t

Could this be some corporate restructuring work effectively meaning MSD no longer need the other charges to be in place?
When a loan is paid off, the lender doesn't really care what the borrower puts on Companies House. The only people bothered whether Kettering sends the form in to say the charge is gone, is Kettering themselves. And we know how (un)bothered they are about submitting forms.

It's different with new loans, because then the lender has a strong interest in seeing the form is filed properly.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Thu Feb 16, 2023 11:26 pm

dsr wrote:
Thu Feb 16, 2023 11:24 pm
When a loan is paid off, the lender doesn't really care what the borrower puts on Companies House. The only people bothered whether Kettering sends the form in to say the charge is gone, is Kettering themselves. And we know how (un)bothered they are about submitting forms.

It's different with new loans, because then the lender has a strong interest in seeing the form is filed properly.
I get that, but if you’re filling in and signing three, why would you not bother doing the fourth? Seems odd to me.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by dsr » Thu Feb 16, 2023 11:29 pm

NewClaret wrote:
Thu Feb 16, 2023 11:26 pm
I get that, but if you’re filling in and signing three, why would you not bother doing the fourth? Seems odd to me.
It is odd, but the non-submission of the compliance statement is odd too. All they needed do was go online, tick the box that says "no change", and the job's done. They risked getting struck off rather than tick that one box. Very much smacks of either "can't be bothered" or "can't organise a ...".

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by NewClaret » Thu Feb 16, 2023 11:47 pm

dsr wrote:
Thu Feb 16, 2023 11:29 pm
It is odd, but the non-submission of the compliance statement is odd too. All they needed do was go online, tick the box that says "no change", and the job's done. They risked getting struck off rather than tick that one box. Very much smacks of either "can't be bothered" or "can't organise a ...".
Or maybe “there’s no point because we’re restructuring all these companies anyhow”? Which could point to the Kettering one still being needed as the debt will sit with them in the new structure?

I’m clearly WAY out of my depth of understanding here but I won’t be confident we’ve repaid MSD until the Kettering charge is cleared. Especially since, as Claret Pete says, it’s a sum probably too large to pay from operating cash flow & too small to repay had we secured investment. CP’s points about early repayment fee are valid, although I’d counter that interest rate rises may’ve made it favourable to pay those fees. To Aggi’s point, as a lender, control of the club would be exactly what I wanted in the event of default so I could get it under control & my money back.

I think that’s looking more likely than a refi atm given no new charges registered.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by ClaretPete001 » Fri Feb 17, 2023 12:03 am

dsr wrote:
Thu Feb 16, 2023 11:29 pm
It is odd, but the non-submission of the compliance statement is odd too. All they needed do was go online, tick the box that says "no change", and the job's done. They risked getting struck off rather than tick that one box. Very much smacks of either "can't be bothered" or "can't organise a ...".
Yet they managed to re-write the memorandum and articles.

The odd thing might be oversight but they either have unresolved technical issues related to the sale or are looking for ways to deal with issues they don't want to publish.

Nothing else makes sense. Minor errors don't take 8 months to clear up and these are not trading companies.

They will have had accountants and layers involved in the memorandum and articles not even the most cynical of the cynical would believe Alan Pace would chuck up legal documents on a £200 million investment based upon templates off the internet.

On the one hand he can't be bothered dotting the T's and crossing the I's and on the other he thinks it's high time to re-write the company documents.

There is a circle that's struggling to be squared here.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by ClaretPete001 » Fri Feb 17, 2023 12:09 am

NewClaret wrote:
Thu Feb 16, 2023 11:47 pm
Or maybe “there’s no point because we’re restructuring all these companies anyhow”? Which could point to the Kettering one still being needed as the debt will sit with them in the new structure?

I’m clearly WAY out of my depth of understanding here but I won’t be confident we’ve repaid MSD until the Kettering charge is cleared. Especially since, as Claret Pete says, it’s a sum probably too large to pay from operating cash flow & too small to repay had we secured investment. CP’s points about early repayment fee are valid, although I’d counter that interest rate rises may’ve made it favourable to pay those fees. To Aggi’s point, as a lender, control of the club would be exactly what I wanted in the event of default so I could get it under control & my money back.

I think that’s looking more likely than a refi atm given no new charges registered.
This I think is the most likely scenario. They need the usual company to bury the dead bodies in and there is a re-structuring going on to boot.

The ad hoc companies are always the most difficult from a legal perspective for the reason above.

The club is riding high, the ground is full - good times are on the horizon. What better time is there to clean up some of the old debt, re-finance and re-structure.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by aggi » Fri Feb 17, 2023 12:10 am

NewClaret wrote:
Thu Feb 16, 2023 11:47 pm
Or maybe “there’s no point because we’re restructuring all these companies anyhow”? Which could point to the Kettering one still being needed as the debt will sit with them in the new structure?

I’m clearly WAY out of my depth of understanding here but I won’t be confident we’ve repaid MSD until the Kettering charge is cleared. Especially since, as Claret Pete says, it’s a sum probably too large to pay from operating cash flow & too small to repay had we secured investment. CP’s points about early repayment fee are valid, although I’d counter that interest rate rises may’ve made it favourable to pay those fees. To Aggi’s point, as a lender, control of the club would be exactly what I wanted in the event of default so I could get it under control & my money back.

I think that’s looking more likely than a refi atm given no new charges registered.
Not really. If there's a default there is a pretty good chance it's because the club is in severe financial difficulty, either in or heading to administration.

If the club is in administration the shares are worthless.

Otherwise, if you get the shares in the club you can't then sell off the assets and take the money out and leave the other creditors high and dry, you'd be disqualified as a director and possibly have to repay the other creditors from personal funds.

So your other option is to try and sell the club but how much is a distressed football club going to sell for? Or you can sit tight and hope the club comes through without going into administration which will be a lot of work (and unlikely without further investment).

You want charges on actual assets that will hold their value regardless. Things like the ground, transfer fees, tv money, etc.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Clive 1960 » Fri Feb 17, 2023 12:24 am

I don't know much about the debt the club owed or how it's being paid but I just wonder if we have fresh investment from Mr Paces Chinese friend who was over last year at the Norwich game .

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by gandhisflipflop » Fri Feb 17, 2023 1:39 pm

Clive 1960 wrote:
Fri Feb 17, 2023 12:24 am
I don't know much about the debt the club owed or how it's being paid but I just wonder if we have fresh investment from Mr Paces Chinese friend who was over last year at the Norwich game .
This is what I think. However I’m in no way qualified to understand everything on this thread, just got a hunch.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Fri Feb 17, 2023 1:53 pm

Given the last 5 year history of Chinese Investment in European football - a mass exit - that we will say was 'encouraged' by the Chinese government then I would suggest based on that trend and given that the remaining few with the exception of Fosun (Wolves) are looking to sell-up completely and leave the only thing more unlikely is Russian/Belarussian investment.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Chester Perry » Fri Feb 17, 2023 3:45 pm

Chester Perry wrote:
Thu Feb 16, 2023 10:22 am

On a separate note I see that Velocity Sports Partners Limited has changed registered address from 1 Park Row in Leeds to Suite G04 1 Quality Court, Chancery Lane London WC2A 1HR - the contact addresses for Directors too. It is probable that ALK Capital LLC will follow suit. Are Pace and Co blaming their lawyers for the first gazette notices?

There is still no Confirmation Statement or Accounts for Velocity Sports Partners Limited

And still no Accounts for ALK Capital Limited, Kettering Capital Limited and Calder Vale Holdings Limited
So the new address for Velocity Sports Partners Limited (and the contact address for its directors Alan Pace, Stuart Hunt and Michael Lee Smith is Suite G04, 1 Quality Court, Chancery Lane, London, England, WC2A 1HR where a total of 4,475 companies are registered

https://ukcompanies.lursoft.lv/en/addre ... es?page=90

there is nothing too unusual in that

However, ALK Capital Limited is still registered at 1 Park Row, Leeds, United Kingdom, LS1 5AB, the contact details for the same 3 directors being at ALK Capital LLC;s registered office in Delaware - 8 The Green, Suite R, Dover, Delaware, United States, 19901 where no doubt many other companies are registered

Both Kettering Capital Limited and Calder Vale Holdings Limited have registered offices at One Mayfair Place Level 1, Devonshire House, Mayfair, London, United Kingdom, W1J 8AJ (another address with many companies registered at it) with the directors contact details for the same three directors being 8 The Green, Suite R, Dover, Delaware, United States, 19901

The move for Velocity Sports Partners is interesting in this context as it brings contact details for the directors on-shore (note contact details for directors at the club and its constituent entities are all at Turf Moor). The potential reasons for it are varied, particularly given the company thus far has appeared dormant and it still has not produced a confirmation statement for the last year or a set of accounts ever. I had instinctually thought the move a precursor to it be disposed of as a shell company, but the change in director contact details has me intrigued.

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Re: ALK Capital or Farnell/Elkashashy takeover

Post by Vegas Claret » Fri Feb 17, 2023 4:08 pm

Chester Perry wrote:
Fri Feb 17, 2023 3:45 pm
So the new address for Velocity Sports Partners Limited (and the contact address for its directors Alan Pace, Stuart Hunt and Michael Lee Smith is Suite G04, 1 Quality Court, Chancery Lane, London, England, WC2A 1HR where a total of 4,475 companies are registered

https://ukcompanies.lursoft.lv/en/addre ... es?page=90

there is nothing too unusual in that

However, ALK Capital Limited is still registered at 1 Park Row, Leeds, United Kingdom, LS1 5AB, the contact details for the same 3 directors being at ALK Capital LLC;s registered office in Delaware - 8 The Green, Suite R, Dover, Delaware, United States, 19901 where no doubt many other companies are registered

Both Kettering Capital Limited and Calder Vale Holdings Limited have registered offices at One Mayfair Place Level 1, Devonshire House, Mayfair, London, United Kingdom, W1J 8AJ (another address with many companies registered at it) with the directors contact details for the same three directors being 8 The Green, Suite R, Dover, Delaware, United States, 19901

The move for Velocity Sports Partners is interesting in this context as it brings contact details for the directors on-shore (note contact details for directors at the club and its constituent entities are all at Turf Moor). The potential reasons for it are varied, particularly given the company thus far has appeared dormant and it still has not produced a confirmation statement for the last year or a set of accounts ever. I had instinctually thought the move a precursor to it be disposed of as a shell company, but the change in director contact details has me intrigued.
might make it easier for them to be paid ?

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