New shares issued. (1 Viewer)

SBbucks

Well-Known Member
So Doug King not using his own money to buy the club!

So where do you think the money has come from? It looks like he has injected cash, for which he has been given shares, and the shares have been swapped for debt.


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oldskyblue58

CCFC Finance Director
Not really paid a lot of attention to what has been going on, have had other priorities around my own business. Still in the self assessment tax deadline month so this will be my only post for now on this

Some thoughts

We may get a hint of what went on when 2022 accounts published next month, but any greater detail probably wont be available until this time next year

Debt free. A phrase that in the past has been very misleading and i suspect is again. Unless the debts are written off and forgiven then it is going to be a paper transaction moving the debts from one entity to another. Just like when SISU took over. If the balance stays on the balance sheet as a liability then it is still a debt even if it is owed to the owner. In an administration or liquidation would it form an amount to be repaid - yes. Only way that may change that is that the loans & interest are converted in to share capital. No evidence of that. The phrase debt free really does irritate me in the context of a football club - just makes me expect smoke & mirrors and i object to fans being taken for mugs. If the debts no longer exists in any form great but i don't for now believe it

Otium. Before take over share capital was £1000 ordinary shares £1 each and £65,215,308 in preference shares( that were largely created from the manufactured debts of the pre administration period. most of it didn't represent funds being put in to club) Total capital £65,216,308.

The preference shares are owned by SBS&L and ARVO, carry something like a 9% dividend pa (from memory) and rank before the ordinary shares to receive any dividends or distributions, but can not vote. Nothing to say that King now owns the preference shares so far. I don't understand why you would leave them in place owed to a 3rd party though, especially when they have no value in reality - kind of leaves him with a potential blockage to distributions or sale.

After the takeover the share capital is £3000 ordinary shares £1 each and preference shares £65,215,308. Total issued capital £65,218,308. The additional shares issued cost £33,730. So in terms of funding by shares Otium received £33,730. The only increase has been in the ordinary shares.

net increase in overall share capital £2000

Ordinary shares have voting rights and King owns 85% of them or 2550 of them . It would seem that SBS&L owns 450 of the ordinary shares. Those percentages mean King has total control (anything over 75% is) but SBS&L has minority rights and the prospect of a windfall if CCFC is sold again.

Why 85% though? is it he couldnt afford more, SISU not prepared to sell more, SISU taking a punt on future returns, some sort of behind scenes collaboration? Perhaps he couldnt clear the preference shares and SISU insisted on access as an ordinary shareholder....... who knows. Surely he needed 100%

The charges over the assets of Otium has been satisfied and removed. That means they have been paid off or agreement made to settle in some other way. Personally i think it has been settled off balance sheet by some sort of debt swap. I am assuming that behind all this is King's investment fund which is in a much better place to recover all its investments than the ARVO loan to Otium is/was. That may have allowed King to offer an investment in his fund, it may also have allowed him to discount it (eg take on the capital but not all or any of the ARVO interest debt). That would mean an improvement in the ARVO value position, (Otium loan was near as damn it a distressed asset in ARVO hands.) Of course what off balance sheet allows to happen is to remove the interest bearing ARVO loan but still leave a liability on the Otium Balance sheet as owners investment. We will never know what happened between the funds

As to how much King actually paid we may never know if it has been done off balance by fund transfer. Otium was effectively in a distressed state so was there room for negotiation even on the loan debt, and the net worth could be anything. i suspect King has taken control for little more than the outstanding loans & interest

There is nothing to suggest that the loans have been converted to share capital

I do not think other than some working capital, a small transfer pot and the £33k shares there has been much cash investment by KIng. With all of those home matches so close together surely cash flow inproved, but what level of losses (ignoring loan interest) are we running at. We will have to wait see. Paper transactions but no great cash injections is what it all suggests to me

Sky Blue Sports & Leisure As it stands owns 15% of Otium. There are charges in place on SBS&L in favour of ARVO that may change but havent yet. That would mean any windfall would go to ARVO first. SBS&L owes £28m to its investors but they dont have the security charges ARVO does. Essentially nothing has changed but any share disposal proceeds will have been applied to the ARVO loans & outstanding interest

Covcityco This would appear to be Kings investment vehicle, which i assume is backed by the investment fund he operates. The company has an issued ordinary share capital of 11m at £0.01 with a value of £110k. Basically a penny share company. The number of shares issued i assume allows King to spread the risk across the investment fund so that each investor has minimal risk but i dont know.

shares not issued until 11/01/23. Proceeds from share issues £5.55. no premium on the shares so any funding for the company is not coming in as shares....... so debt?

The ACL administration hearing 07/11/2022, Covcityco was not formed at companies house until 29/11/2022. Cant help thinking that is an indication of lack of substance that the court referred to at the administration hearing.

To be honest not greatly excited by the takeover but equally not disappointed either. There are simply too many unknowns and i prefer to wait to see actions not words

Hope that all helps (y)
 
Last edited:

Johhny Blue

Well-Known Member
Not really paid a lot of attention to what has been going on, have had other priorities around my own business. Still in the self assessment tax deadline month so this will be my only post for now on this

Some thoughts

We may get a hint of what went on when 2022 accounts published next month, but any greater detail probably wont be available until this time next year

Debt free. A phrase that in the past has been very misleading and i suspect is again. Unless the debts are written off and forgiven then it is going to be a paper transaction moving the debts from one entity to another. Just like when SISU took over. If the balance stays on the balance sheet as a liability then it is still a debt even if it is owed to the owner. In an administration or liquidation would it form an amount to be repaid - yes. Only way that may change that is that the loans & interest are converted in to share capital. No evidence of that. The phrase debt free really does irritate me in the context of a football club - just makes me expect smoke & mirrors and i object to fans being taken for mugs. If the debts no longer exists in any form great but i don't for now believe it

Otium. Before take over share capital was £1000 ordinary shares £1 each and £65,215,308 in preference shares( that were largely created from the manufactured debts of the pre administration period. most of it didn't represent funds being put in to club) Total capital £65,216,308.

The preference shares are owned by SBS&L and ARVO, carry something like a 9% dividend pa (from memory) and rank before the ordinary shares to receive any dividends or distributions, but can not vote. Nothing to say that King now owns the preference shares so far. I don't understand why you would leave them in place owed to a 3rd party though, especially when they have no value in reality - kind of leaves him with a potential blockage to distributions or sale.

After the takeover the share capital is £3000 ordinary shares £1 each and preference shares £65,215,308. Total issued capital £65,215,308. The additional shares issued cost £33,730. So in terms of funding by shares Otium received £33,730. The only increase has been in the ordinary shares.

net increase in overall share capital £2000

Ordinary shares have voting rights and King owns 85% of them or 2550 of them . It would seem that SBS&L owns 450 of the ordinary shares. Those percentages mean King has total control (anything over 75% is) but SBS&L has minority rights and the prospect of a windfall if CCFC is sold again.

Why 85% though? is it he couldnt afford more, SISU not prepared to sell more, SISU taking a punt on future returns, some sort of behind scenes collaboration? Perhaps he couldnt clear the preference shares and SISU insisted on access as an ordinary shareholder....... who knows. Surely he needed 100%

The charges over the assets of Otium has been satisfied and removed. That means they have been paid off or agreement made to settle in some other way. Personally i think it has been settled off balance sheet by some sort of debt swap. I am assuming that behind all this is King's investment fund which is in a much better place to recover all its investments than the ARVO loan to Otium is/was. That may have allowed King to offer an investment in his fund, it may also have allowed him to discount it (eg take on the capital but not all or any of the ARVO interest debt). That would mean an improvement in the ARVO value position, (Otium loan was near as damn it a distressed asset in ARVO hands.) Of course what off balance sheet allows to happen is to remove the interest bearing ARVO loan but still leave a liability on the Otium Balance sheet as owners investment. We will never know what happened between the funds

As to how much King actually paid we may never know if it has been done off balance by fund transfer. Otium was effectively in a distressed state so was there

There is nothing to suggest that the loans have been converted to share capital

I do not think other than some working capital, a small transfer pot and the £33k shares there has been much cash investment by KIng. With all of those home matches so close together surely cash flow inproved, but what level of losses (ignoring loan interest) are we running at. We will have to wait see. Paper transactions but no great cash injections is what it all suggests to me

Sky Blue Sports & Leisure As it stands owns 15% of Otium. There are charges in place on SBS&L in favour of ARVO that may change but havent yet. That would mean any windfall would go to ARVO first. SBS&L owes £28m to its investors but they dont have the security charges ARVO does. Essentially nothing has changed but any share disposal proceeds will have been applied to the ARVO loans & outstanding interest

Covcityco This would appear to be Kings investment vehicle, which i assume is backed by the investment fund he operates. The company has an issued ordinary share capital of 11m at £0.01 with a value of £110k. Basically a penny share company. The number of shares issued i assume allows King to spread the risk across the investment fund so that each investor has minimal risk but i dont know.

shares not issued until 11/01/23. Proceeds from share issues £5.55. no premium on the shares so any funding for the company is not coming in as shares....... so debt?

The ACL administration hearing 07/11/2022, Covcityco was not formed at companies house until 29/11/2022. Cant help thinking that is an indication of lack of substance that the court referred to at the administration hearing.

To be honest not greatly excited by the takeover but equally not disappointed either. There are simply too many unknowns and i prefer to wait to see actions not words

Hope that all helps (y)
Is that good?
 

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