ramblur Posted May 2, 2015 Share Posted May 2, 2015 It gets worse.....You're right.Every puerile post of yours makes me more convinced I've made the right decision. Link to comment Share on other sites More sharing options...
ramblur Posted May 2, 2015 Share Posted May 2, 2015 The ultimate parent company,North American Partners LLP, on behalf of its constituent members,gritters. Now this is where I concede it might get difficult to understand,and even more difficult to explain.The share issued at over £28m has the same value in terms of voting rights and share of eventual pie as those issued at £5.32,and as those issued at £1.In this case the issue of just one share at a massive premium was just for sheer convenience.North American Partners already owned 11,087,666 ordinary shares out of a total of 11.988.952 prior to issue of this share and it's this prior holding that effectively dictates their percentage holding ,which is over 90% - the issue of one share made a minute difference to this.If more shares had been issued at a lesser value,then I guarantee that Mel Morris would have been buying a lot more shares at a lesser price to compensate,and the whole business would have been eating into the authorised shares total.Another thing I forgot to explain was that this injection of £28m effectively boosted the value of the 11m+ £1 shares they held by about £2.60,so this £28m wasn't 'lost'. Also,because the £11m+ included 4 of the 'other currency' shares at massive premiums,then this £1 value would already have effectively shot up to over £2 (on average values), so you can see that the £5.32/share subsequently charged wasn't particularly exhorbitant. Link to comment Share on other sites More sharing options...
Mostyn6 Posted May 2, 2015 Share Posted May 2, 2015 Ramblur, a post earlier suggests someone would rather have a billionaire and millionaires, than one multi-millionaire. Just wondering, in the new FFP era, does having a billionaire matter? My understanding is that it's going to be hard to bankroll clubs even if you're minted. Link to comment Share on other sites More sharing options...
ramblur Posted May 2, 2015 Share Posted May 2, 2015 Ramblur, a post earlier suggests someone would rather have a billionaire and millionaires, than one multi-millionaire. Just wondering, in the new FFP era, does having a billionaire matter? My understanding is that it's going to be hard to bankroll clubs even if you're minted.On the contrary,once we're over the £6m hurdle for this year (which,with exemptions,allows us to make a much larger headline loss),the maximum figure for next year rises to £13m,the only provisos being that you have to provide evidence of secure owner funding (no problems for us there) and,I think, financial forecasts for the following 2 years.The new system also brings the concept of being able to lose £39m over a rolling 3 year period-so if you lost less than £13m in one year ,you could lose over £13m in a subsequent year/years and still comply if you stay within the rolling £39m. Link to comment Share on other sites More sharing options...
ramblur Posted May 2, 2015 Share Posted May 2, 2015 Well I for one hope you'll continue posting Ramblur, not just on this subject but all things DCFC.Thanks Andy. I'll continue posting on football matters,but someone else can have a go at finance .I'm genuinely sorry for those who appreciated my input,and I almost feel guilty.Don't blame me,blame those who made the smart comments.If they didn't understand something,they could always have asked me to explain (as the more mature posters subsequently did). Link to comment Share on other sites More sharing options...
Mostyn6 Posted May 2, 2015 Share Posted May 2, 2015 On the contrary,once we're over the £6m hurdle for this year (which,with exemptions,allows us to make a much larger headline loss),the maximum figure for next year rises to £13m,the only provisos being that you have to provide evidence of secure owner funding (no problems for us there) and,I think, financial forecasts for the following 2 years.The new system also brings the concept of being able to lose £39m over a rolling 3 year period-so if you lost less than £13m in one year ,you could lose over £13m in a subsequent year/years and still comply if you stay within the rolling £39m.But the days of spending £200m in a summer are long gone? Link to comment Share on other sites More sharing options...
ramblur Posted May 2, 2015 Share Posted May 2, 2015 But the days of spending £200m in a summer are long gone?Oh,I see what you mean - I thought you were just referring to the Championship.Yes,the days of doing a Chelsea/Man City are long gone.Don't know what the Prem restrictions are.Think they're a bit more complex than the Championship ones. Link to comment Share on other sites More sharing options...
RamNut Posted May 2, 2015 Share Posted May 2, 2015 You're right.Every puerile post of yours makes me more convinced I've made the right decision.Don't know what you're on about.i just meant it gets harder to understand. Link to comment Share on other sites More sharing options...
ramblur Posted May 2, 2015 Share Posted May 2, 2015 Don't know what you're on about.i just meant it gets harder to understand. Yeah,perhaps I should have slung "it gets worse...." into Google and got the answer "it gets harder to understand..."I've no doubt some people would have thought it odd that one share was issued for £28m+. I was merely illustrating the fact that this was the most efficient way of doing it (unsurprisingly,as these owners aren't daft),by showing what would have happened if they'd gone for my arbitrary £10 per share.For the same outcome,in terms of both amounts invested and %age holdings,the £10 a share route would have led to the issue of tons more shares, a bit pointless when the issue of just the one share did the trick,and allowed for more modest issues (in number) to Mel and Sam.The more shares that you issue to cover the £28m+, then the more shares you have to issue to the other 2 to preserve the same %age holdings for all 3 parties. That's the best I can do,I can find no easier way of explaining it. Link to comment Share on other sites More sharing options...
RamNut Posted May 2, 2015 Share Posted May 2, 2015 Yeah,perhaps I should have slung "it gets worse...." into Google and got the answer "it gets harder to understand..."I've no doubt some people would have thought it odd that one share was issued for £28m+. I was merely illustrating the fact that this was the most efficient way of doing it (unsurprisingly,as these owners aren't daft),by showing what would have happened if they'd gone for my arbitrary £10 per share.For the same outcome,in terms of both amounts invested and %age holdings,the £10 a share route would have led to the issue of tons more shares, a bit pointless when the issue of just the one share did the trick,and allowed for more modest issues (in number) to Mel and Sam.The more shares that you issue to cover the £28m+, then the more shares you have to issue to the other 2 to preserve the same %age holdings for all 3 parties. That's the best I can do,I can find no easier way of explaining it.Stop being such a grumpy old fart. Link to comment Share on other sites More sharing options...
Stive Pesley Posted May 2, 2015 Share Posted May 2, 2015 Interestingly I just saw this exchange on Twitter@DCFCTransferRush this year invested in 5% #dcfc shares. That's commitment from the man!@Penelopehhdid you hear that from Sam Rush directly? X@DCFCTransfervia email yesSo it looks like Rush has told a fan on email that he's invested in 5% shares. Does that add up to what you're seeing in the filing? Link to comment Share on other sites More sharing options...
ramblur Posted May 2, 2015 Share Posted May 2, 2015 Stop being such a grumpy old fart.I won't get into a slanging match,I'll just ignore you. Link to comment Share on other sites More sharing options...
ramblur Posted May 2, 2015 Share Posted May 2, 2015 Interestingly I just saw this exchange on Twitter@DCFCTransferRush this year invested in 5% #dcfc shares. That's commitment from the man!@Penelopehhdid you hear that from Sam Rush directly? X@DCFCTransfervia email yesSo it looks like Rush has told a fan on email that he's invested in 5% shares. Does that add up to what you're seeing in the filing? I made it to be 0.85% in ordinary shares according to the annual report (I had North American Partners at 92.48% and Mel at 6.67%).Having said that,the return only goes up to 30/11/14,and there has been a heavy investment (reported at £9.4m in Gellaw) between 1/7/14 and the end of March this year,when the Gellaw accounts were signed off,so there's scope between 1/12/14 and the end of March for him to have done this (though it would have needed to be a pretty heavy purchase -impossible to work out without knowing what the other 2 parties invested). I wouldn't advise calling him a liar! (it will all come out in the next annual return). Link to comment Share on other sites More sharing options...
ramblur Posted May 3, 2015 Share Posted May 3, 2015 I'll refer to the annual report that started this thread as "AR",North American Partners as "NAP", Mel as "MM" ,Sam as "SR" and Global Derby (UK) Ltd as "GD" in this post.This business of shares in other currencies has bugged me,but I've finally had a breakthrough by looking at the GD Balance Sheet for 13/14,which also gives comparative figures for 12/13.The capital section is broken down to "Called up share capital",which gives the aggregate value of shares issued worked out at the nominal value of £1 (including those issued at more than £1),and thus also represents the actual number of ordinary shares issued."Share Premium Account" then aggregates the premiums paid,and thus the 2 combined represent the aggregate issue proceeds.In 12/13, CUSC came in at £11.088m (the accounts round up to nearest £1k),and this was the breakthrough I'd been looking for as this figure represented the NAP holding (less the 1 share issued in 13/14) ,rounded up,of ordinary shares shown to be held by them in the AR.I then knew that SPA would have to represent the premiums on the foreign currency shares.The figure of £18.084m equates to the figure in the AR rounded up,so the AR must have converted the foreign currency to sterling. But it get's better...This also shows that the 1 share at the giant premium was the only NAP share issued in 13/14. If you take the CUSC figure of £11.880m and SPA of £49.959m given for 13/14,then by subtraction you can find out what happened in 13/14. Thus,for CUSC £11.880m-£11.088m = £792k,and for SPA £49.959m -£18.084m = £31.875m.This £792k represents the nominal value of almost all the shares shown to be held by MM in the AR.Furthermore,if you subtract the (rounded) premium on the 1 NAP share (£28.452m) from the £31.875m you get £3.423m which would near enough represent 792k shares at a premium of £4.32.Also,792k shares issued at £5.32 would near enough equate to the £3.7m shown as injected into DCFC (the consolidated accounts give a figure of £3.9m+,but I've not worked out where the balance went). So in essence it looks like NAP converted their loans and MM supplied the working capital in 13/14.The B/S shows £5m of cash as at 30/6/14,and there was nothing as at 30/6/13.This was cash waiting to be shunted in 14/15,and was probably the product of the share at the giant premium (the balance would have related to previous loans converted to equity).Now we come to far and away the most interesting point -there's no sign of the £12m worth of preference shares (which should have shown as debt,because these types of shares were reclassified from equity to debt years ago........which means that £12m must have come in between 1/7/14 and 30/11/14 (the date of the AR).Now this £12m + the £5m cash is way more than would have been needed for normal working capital in 14/15 (and there may even have been further ordinary share issues to add).My mind goes back to those legal charges I uncovered,and the one in favour of GD was dated November 2014,which took the stadium and parking spaces as security.It looks to me that the proceeds from these preference shares probably paid off the majority of the stadium loan (there's also a possibility that a further £3m could also have been found to completely clear,but I've got my doubts about this).If only £12m was cleared,then the £5m cash + any proceeds from further ordinary share issues would have dealt with working capital requirements for 14/15.So what of the Barclay's debenture? It looks to me as though it could be a scaled down stadium remortgage of £3m (possibly with more for another venture).If NAP cleared the whole of the stadium loan,then it would obviously relate to a new venture only.Again,I can't claim any of this as fact,just likely scenarios.For those who may be uneasy about these preference shares being debt,when we were told it was all equity,I'd point out that it's merely a substitution of a (better) form of debt-the owners would still be perfectly entitled to claim pure equity investment,with the only debt relating to the stadium.I see this as very positive if my theories are correct,as interest will have been reduced. Link to comment Share on other sites More sharing options...
We'll be back in 81 Posted May 3, 2015 Share Posted May 3, 2015 Good work ramblur, so how much overall are we in debt and to who? Link to comment Share on other sites More sharing options...
ramblur Posted May 3, 2015 Share Posted May 3, 2015 Good work ramblur, so how much overall are we in debt and to who?I can't say for definite,but my guess (and it's only that) would be £12m to the investors (but probably with no interest considerations) and £3m to Barclays,in other words the same as we currently owe to the Co-op bank,the big difference being debt to our investors is internal debt,and much more secure.If there were further Barclays debt for another project,I've simply no way of knowing,and of course I may have got it all wrong and the £12m might have been for something completely different.However,the timing of the legal charge and the assets taken as security leads me to suspect a part (at least) repayment of the Co-op stadium loan in November. Link to comment Share on other sites More sharing options...
We'll be back in 81 Posted May 3, 2015 Share Posted May 3, 2015 So 12m to ivestors and 3m to barclays. = 15m. Do we owe 15m to co op as well. So this means we owe 30m overall, that is a big debt to pay off.Hope there are a few more Will Hughes coming through to pay that lot off.Better start getting that wage bill down. Link to comment Share on other sites More sharing options...
ramblur Posted May 3, 2015 Share Posted May 3, 2015 So 12m to ivestors and 3m to barclays. = 15m. Do we owe 15m to co op as well. So this means we owe 30m overall, that is a big debt to pay off.Hope there are a few more Will Hughes coming through to pay that lot off.Better start getting that wage bill down.No! The £15m would pay off the Co-op loan-sorry if I didn't make that clear.(and the really good news is there's no pressure to sell anyone to potentially meet a 2016 deadline for repayment of the Co-op loan) Link to comment Share on other sites More sharing options...
davenportram Posted May 3, 2015 Share Posted May 3, 2015 No! The £15m would pay off the Co-op loan-sorry if I didn't make that clear.(and the really good news is there's no pressure to sell anyone to potentially meet a 2016 deadline for repayment of the Co-op loan)ah no. You know what it will be now though. We sell Hughes and it will be to repay the owners £12m Link to comment Share on other sites More sharing options...
ramblur Posted May 3, 2015 Share Posted May 3, 2015 Although the AR gives very sketchy details on the preference shares,they could well be long dated. It's funny how things pan out.If the AR had given the currency of certain shares,I'd probably never have found any of this out (well,not immediately anyway).I can now tell what probably happened.The space on the AR to list these shares wasn't big enough to list all four shares,but this section had a box headed "CURRENCY" which should have been filled in.They used an extension sheet instead,but this didn't have the currency box.I'm not complaining though Link to comment Share on other sites More sharing options...
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