Myth Busting - Facts about SISU, Ricoh, CCC etc etc

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  1. Nick

    Nick Administrator

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    SBT - Fact or Fiction, Myth or Truth (Part 1) - Coventry MAD

    I am the first to moan, so I want to be the first to say fair play!

    It just keeps the things there in black and white and to the point to clear up a few of them and then some facts to back them up!

    It's how it should be. Just things laid out simply!
     
    Last edited: Feb 12, 2019
  2. Nick

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  3. Nick

    Nick Administrator

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    Fact or Fiction, Myth or Truth

    There are many claims made that are said to be the truth of CCFC’s situation in this mess. Such claims often lead to confusion and division. Below are some of the facts. The hope is that a clear statement of provable facts will help get everyone on the same page and we can face the problems that confront our Club in a unified manner.
    None of what follows is opinion – just factual. As far as has been possible all entries are capable of independent third party verification and the sources of that verification can be disclosed. Please contact the Sky Blue Trust with details of any errors or amendments. The Sky Blue Trust will not be held liable for any action by a user of this information.
    Abbreviations
    OEG/CCFC – Otium Entertainment Group Ltd trading as “Coventry City Football Club”
    SISU – SISU Capital Limited
    ARVO – ARVO Master Fund
    SBS&L – Sky Blue Sports & Leisure
    CCC – Coventry City Council
    AEHC – Alan Edward Higgs Charity
    Wasps – Wasps Holdings Limited


    Structure & Ownership….

    “CCFC is the same as or is SISU” – INCORRECT
    - OEG was formed & registered in April 2011. It purchased the assets of “CCFC” and became OEG/CCFC in June 2013
    - Legally OEG/CCFC is a separate legal entity from ARVO, SBS&L or SISU.That is very important to understand because it protects SISU from OEG/CCFC creditors or actions taken against OEG/CCFC. It is why it has been so very difficult for anyone to take direct action against SISU.
    - SISU is declared at Companies House as a relevant legal entity that has the right to exercise significant influence or control over OEG. SISU is not declared as the owner of OEG/CCFC or being the same entity. SISU controls OEG/CCFC
    - The legal separation allows SISU to take actions concerning OEG/CCFC without it affecting the rest of the SISU business or funds. It allowed the creative & legal accumulation of losses. That is important to understand.
    - OEG is owned by ARVO and SBS&L. Both are controlled by other SISU entities and ultimately by Joy Seppala & Dermot Coleman (the shareholders/Directors of SISU Capital Limited)
    - SISU were appointed to manage the investments by their clients, for which they receive payment from the investment funds. The investment in OEG/CCFC is part of those funds
    - Tim Fisher is the only director of OEG/CCFC and joint director of SBS&L along with a SISU employee Laura Deering
    - OEG/CCFC is the only football trading entity in the groupset up. SBS&L has no income

    “CCFC is separate from OEG Ltd” – INCORRECT

    - OEG owns and uses the trading name of Coventry City Football Club
    - CCFC’s legal entity for all actions and transactions is OEG.
    - OEG owns all assets(the right to golden share, trademark, Ryton, players contracts etc) and is liable for all creditors(Loans, VAT, trade creditors, wages, PAYE etc)
    - OEG employs all players, managers & staff and operates all functions of CCFC.
    - All turnover, income, player sales etc belong to OEG. All expenses & overheads paid by OEG
    - The EFL membership or “Golden share” is disclosed at Companies House in the name of OEG
    - CCFC cannot sign contracts, agreements or legal actions, only the directors of OEG can
    - It is the directors of OEG that have authority or power to make decisions, there are no directors of an entity called CCFC registered
    - All employees are not involved in all decisions, that does not mean CCFC is not fully involved in all decisions taken by OEG or decisions taken on behalf of OEG.
    - CCFC and OEG are one and the same

    Court Action

    “CCFC is not involved in the court action” – INCORRECT


    - The parties involved in the current Judicial Review are named on the court papers as ARVO SBS&L and OEG who are bringing action against Coventry City Council, with Wasps Holdings Ltd and Alan Edward Higgs Charity as interested parties.
    - OEG is the legal entity of CCFC – the club is involved and named in making a legal challenge whether it does any work on the case or not.
    - Not all employees of a business are part of or influence all decisions or even need to be. Employees or officers of OEG/CCFC do not need to attend court or be active in the case for the action to proceed and for OEG/CCFC to be involved
    - The action is instigated at the instruction of SISU that doesn’t alter the parties named on the court papers. It is OEG that is recognised by the Court. SISU are not named in bringing the action.
    - Directors are usually required to sign documents on behalf of a limited company. OEG has one director

    Finances

    “the only income CCFC receives is match day income” - INCORRECT

    - The 2017 group accounts show match receipts as £2.46m and commercial activity £3.67m plus the profit on player trading. Such analysis is available each year in the filed financial statements and is provided by the company and its director(s)
    - Commercial income is described by the directors as TV, Sponsorship, advertising, Club lottery, Shop and other promotion activities.
    - OEG/CCFC has received, prize money and various annual distributions from FA & EFL that will be included in the income figures
    - OEG/CCFC now stages fan’s events at the stadium
    - OEG/CCFC used to receive a share of food & beverage income on match days at the stadium, unknown if it still does. This amounted to 50:50 split of the net profit on such sales (or 15% of such turnover)
    - OEG/CCFC receives income from the club shop and online sales
    - OEG/CCFC receives the income from player trading and receives the Academy grants
    - OEG/CCFC does not receive any stadium sponsorship income but it does receive pitch side advertising and other sponsorship income
    - OEG/CCFC does not receive any income from other events at the stadium but nor does it pay any of those associated costs or take any of the financial risk.

    “SISU have invested £70m even £100m since they have been here” – INCORRECT

    - An analysis of the statutory accounts cash flow statements discloses the amounts of loans physically received from SISU entities since 2008. It totals £33.15m up until 31 May 2017. (last published accounts).
    - However, the amount that is outstanding by the current club (ie OEG/CCFC) is £14.57m as at 31/05/2017 including interest accrued £5.63m. That sum is owed to ARVO & SISU Master Fund. The balance of the real debt £24.21m excluding interest relates to SBS&L pre-administration, is unsecured and is not a liability of OEG/CCFC.
    - Many of the losses have been retained from previous ownerships or created by clever accounting between group companies. All perfectly legal. But it is not hard cash spent.


    SISU take the player sales income” – INCORRECT

    - No evidence to support this claim. The player sales are detailed in the accounts of OEG/CCFC. The group cash flow statements for SBS&L show that the money is accounted for in OEG and applied to the running costs of OEG/CCFC.
    - The only entity that can trade in players under EFL/FA rules is OEG, and the figures must be shown in the OEG audited financial statements
    - The financial statements reveal that costs before interest regularly exceed income and the player sales bridge that gap. There is no spare money
     
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  4. Nick

    Nick Administrator

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    “SISU have never taken any money out of CCFC” – INCORRECT

    - Since 2008 the accounts of the football club (pre and post the administration) show a number of occasions where the loans have decreased in value. This does not mean that SISU Capital Limited has taken funds directly from the CCFC companies but the investors (the original funds, ARVO & SISU Master Fund) must have.
    - In 2011/12 the loans were repaid by 1.125m (pre administration)
    - 2013/14 & 2014/15 ARVO converted some its loan to preference shares. After the administration the owners transferred the old losses of the previous CCFC companies to OEG before converting them to preference shares totalling £60.9m. This was not new money.
    - 2016/17 part of the loans from SISU Master Fund (£1.03m) received 2016 and 2017were repaid by £112k

    “SISU do not put any money in to the club” – INCORRECT

    - It is not true to say SISU have not put any money in recently. In 2015/16 SISU Master Fund made a loan of £530K and in 2016/17 £500k (part repaid in same year). In those two years the club only balanced the cashflow because of those loans (ie what was spent was balanced by what was received including the loans)
    - Had SISU not put those sums into the club then Otium/CCFC would not have been able to pay its bills and could have become insolvent
    - Up until 31/05/2017 ARVO had put £8.65m funds into OEG/CCFC. Of that £2m was prior to OEG becoming OEG/CCFC and £1.5m funded the purchase of the CCFC assets from the administrator.

    “SISU are paid large amounts of interest on the loans” – INCORRECT

    - There are loan agreements with ARVO and SISU Master fund that mean Otium/CCFC is charged interest on the sums outstanding
    - Over 98% of the interest on loans provided by shareholders or SISU has never been paid out.
    - The interest charge is legally due but Otium/CCFC has no way of paying those sums, it simply hasn’t had money in the bank to pay it.
    - The loan interest is not paid or written off but added to the total debt each year
    - There were relatively small amounts of interest paid over, in 2017 £39k 2016 £25k
    - Otium/CCFC owed a total of £5.63m interest outstanding as at 31/05/2017
    - The interest charge cannot be ignored when calculating the OEG/CCFC profit in any year of financial statements “because they are due to the owner”. The loans & interest are fundamental to the ability of the company to keep going and are legally payable

    “SISU are paid the administrative expenses shown in the accounts” – INCORRECT

    - Administrative expenses are a category of expenses and costs that is required by the Companies Act 2006 to be disclosed. It includes depreciation, audit fees, rental costs of land or equipment but it also includes costs like rates, insurance, light & heat, Repairs, registrations, certain wages, director’s remuneration etc. No different to most companies
    - In 2017 the total of administrative expenses was £1.57m. Of which Depreciation was £140k Audit £27k Rent or lease costs £656k, Directors remuneration £176k. Leaving £570k spent on the other overheads
    - The administrative expenses are broadly similar to other clubs of similar size that publish a breakdown

    “Tim Fisher is not paid by CCFC” – UNKNOWN

    - There is director’s remuneration disclosed in the 2016 & 2017 financial statements. But no disclosure as to who
    - During 2016 & 2017 Marc Venus was a director of Otium/CCFC so any remuneration could only relate to him.
    - Remuneration of £175K it is stated was paid to third parties on behalf of the Directors

    “CCFC is self sufficient”- INCORRECT

    - As shown previously this is not the case because in 2016 and 2017 financial statements a SISU controlled entity has had to put just over £1m in to OEG/CCFC. If it were self sufficient there have been no requirement to do so
    - OEG/CCFC does rely on the match day, commercial and player sale incomes to operate and survive. However the financial statements to 31/05/2017 disclose this was not enough and loans were required from the owners.

    “the auditors sign the accounts off” – CORRECT BUT

    - The auditors sign off their opinion of the financial statements.
    - The director signs off the accounts before the auditors can sign
    - The directors must be satisfied that for a period of at least 12 months from the date of signature that the company is a going concern. That means the company has the ability to trade as a football club (eg a home ground) and can fund it so it can meet its debts as they fall due.
    - The auditors examine the accounts and make their own independent assessment whether they show true & fair view and a company that is a going concern as described by the director for the 12 months from date of signature. If they do not agree they are required to publish an adverse audit report and to state why.
    - A written assurance from the owners that they intend to continue to fund or source funds is not a guarantee to do so and is not legally binding
    - Financial statements are filed with Companies House and the EFL by 28th February each year


    INSOLVENCY

    “SISU will put us in to administration again” - UNKNOWN

    - It is only one of several possibilities available. What happens will depend on what suits SISU and its investors best. It is far from a certainty.SISU have a duty to act in the best interests of their investors first and foremost.
    - The directors must act in the best interest of OEG. But also have a duty to consider the interests of the shareholders
    - As the part owners and by far the biggest creditor ARVO control would control any insolvency. ARVO is controlled by SISU
    - You do not need to go in to administration to dissolve or liquidate a company
    - Administration costs are high and such an action would weaken the control SISU have.
    - Assets of a distressed company are often sold at under true value
    - If Wasps became an unpaid creditor of OEG they could petition the courts for administration, but control of the process would be taken over by SISU
    - There is no evidence that OEG/CCFC are not paying their liabilities as they fall due
    - There is no evidence that the owners will not continue to support OEG
    - There is no evidence that OEG is insolvent.

    SKY BLUE TRUST

    “the Sky Blue Trust want to force the club to go into administration so they can take over” – INCORRECT

    - There is simply no legal mechanism by which the Trust can do this. It is impossible.
    - OEG/CCFC going in to administration does not even guarantee that the Trust could be involved in the club going forward or the rescue package.
    - Insolvency is one of the scenarios that the Trust has made contingency plans for so that they can react promptly to it, as it has for no ownership change, new owners, fans ownership or the worst outcome of no club at all.
    - The phoenix club scenario is the very last resort to keep a team at all in Coventry and only after all other options have been exhausted and failed.
    - The first target is a successful CCFC in Coventry

    “The Trust just want a seat on the board as an ego trip”

    - The Trust objectives are set out in their constitution, Details can be found here
    - Sky Blue Trust - Constitution & Rules
    - The EFL & FA are promoting the better representation of fans
    - The Trust website publishes details of their ideas for fans involvement. Details can be found here Sky Blue Trust - Fan Ownership: Q&A
    - Even with 100% ownership it would not mean that the Trust would be running the club on a day to day basis.
    - The Trust has taken suitable professional advice and appointed advisors where appropriate in making the plans for the various scenarios that could be possible
    - Trust board members are unpaid elected volunteers who bare their own expenses

    The Ricoh

    “Wasps bought the stadium and paid £20m for it” NOT CORRECT

    - On 8th October 2014 Wasps bought the CCC 50% interest in ACL. On 14th November 2014 Wasps bought the AEHC 50% interest in ACL
    - The sale was two separate purchases of roughly £2.77m each. The cost of purchasing a company is the cost of purchasing the voting shares.
    - That put the sale value of the shares in ACL at £5.54m at that time
    - Included in the ACL assets at the dates of the deals was the stadium lease valued under the ownership of CCC & AEHC at approximately £18.3m. Included in the liabilities at the dates of sale was a loan due to CCC of £14.3m
    - The CCC loan remained outstanding and payable by ACL before and after the sale went through and was not cleared until Wasps completed refinancing in May 2015.
    - Wasps paid only for the ownership of the shares. Then provided finance from a bond loan to repay the CCC loan. One loan replaced by another loan.
    - On 29th January 2015 Wasps signed a lease extension to 250 years at a cost of £1m. The new lease and the original lease remain charged as security for the Wasps Bond issue
     
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  5. Nick

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    “There are huge differences in the valuations” CORRECT BUT

    - Care must be taken to compare like with like. There are a number of valuation points.
    - Firstly ACL under the ownership of CCC & AEHC included a value in its assets the lease at the stadium. At 31/05/2014 according to the financial statements this was £18.3m. This was a value that included no long term sporting tenant.
    - The value of the shares in ACL was not the value of the lease alone. The share value was the sum of all ACL assets (including the lease, fixtures, stock, debtors etc) less the sum of all ACL liabilities (including the CCC loan, trade creditors, tax etc).
    - The sale to Wasps gives a valuation of ACL (the company) of £5.54m because that was the total price paid.
    - Wasps extended the lease owned by ACL to 250 years at a cost of a further £1m
    - On the 25th April 2015 a valuation carried out by Strutt & Parker LLP valued the lease at the stadium at £48.5m. This was just the lease not the business or shares. This was an increase in value of the now extended lease by 29.2m.
    - The lease is still owned by ACL and that company is in turn owned by Wasps.
    - The lease was used as security for the Wasp Bond issue in May 2015.
    - The lease was then valued on 31st March 2017 by valuers Gerald Eve LLP at £60m
    - The lease is due to be revalued in 2019
    - CCC still owns the freehold of the site

    “what is the Basic timeline of the deal to sell ACL to Wasps and JR2 court action” – BRIEFLY

    - 21st August 2014 CCFC move back to Ricoh arena on a 2 year deal with option of a further 2 years
    - 7th October 2014 statement from Council leader on future sale of ACL shares to Wasps
    - 8th October 2014 Wasps purchase CCC shares and conditionally agree lease extension
    - 27th October 2014 Administrator of CCFC Ltd bids for AEHC shares
    - 14th November AEHC reject the administrators offer
    - 14th November 2014 Wasps purchase AEHC shares Wasps own 100% of ACL
    - 19th December 2014 SBS&L ARVO and OEG issue claim for JR2
    - December 2014 JR2 application held over until JR1 settled.
    - 29th January 2015 Wasps & CCC sign 250 year lease extension
    - 22nd June 2016 Court of Appeal rejects SBS&L/ARVO first Judicial review (JR1)
    - 1st February 2017 SBS&L ARVO & OEG reactivate JR2
    - 14th July 2017 JR2 begins in High Court and is rejected
    - 24th July 2017 SBS&L, ARVO & OEG appeal against High Court decision
    - 9th February 2018 CCFC agree one year deal at the Ricoh
    - March 2018 mediation between Wasps/”SISU”/CCC takes place
    - June 2018 SBS&L /ARVO/OEG JR2 case heard in Court of Appeal
    - 12th October 2018 Court of Appeal reject SBS&L ARVO & OEG JR2 case
    - December 2018 SBS&L ARVO & OEG apply to the Supreme court to appeal the previous decisions on JR2 – that application has yet to be decided (at time of writing 20/02/2019)

    “what is JR2 claiming”

    - A judicial Review is a challenge against actions of a government body or local authority
    - The case has been brought against CCC. However, Wasps & AEHC are listed as interested parties. Which means they can be required to disclose information to SBS&L/ARVO/OEG
    - JR2 is not claiming the shares in ACL were sold cheaply at undervalue.
    - JR2 does claim that the sale of the 250 year lease is part of a sequence of transactions linked to the sale of the ACL shares so has been undervalued by CCC because of that link
    - Also, that true Open market value of the lease was not taken in to account in its sale
    - That the sale represented State Aid and failed to take in to account proper procedure

    “if SISU win the JR they will be due millions” NOT NECESSARILY

    The remedies for a JR are
    - - Quashing order; cancels the decision by CCC
    - - Prohibiting order; stops an action that CCC are thinking of taking (not relevant)
    - - Mandatory order; compels a local authority to take an action
    - - Declaration; gives the legal basis of an action to be taken (not relevant)
    - - Injunction; stops an action that is to be taken (not relevant)
    - - Damage compensation ordered under limited circumstances including a claim under European law
    - The Judges decide which is the correct remedy if any
    - If the SBS&L/ARVO/OEG case is successful there may be opportunity for further legal action to recover damages



    “Wasps are kicking CCFC out of the stadium”

    - Wasps are refusing to talk to OEG about a new lease whilst SBS&L, ARVO & OEG are taking legal action against CCC, with Wasps & AEHC as interested parties.
    - Wasps have the right to take make that choice, but it is a choice so it could be different
    - Similarly SBS&L, ARVO & OEG under direction/control from the owners SISU have a right to make the choice to take legal action, but it is a choice so it could also be different
    - No talks means the current agreement ends at the end of the season 2018/19 with no new deal to replace it
    - Wasps will not be breaking any lease given to OEG/CCFC because the arrangement OEG/CCFC have simply ends having run its full course. At that time OEG/CCFC will have no legal right to occupy the site.

    “the stadium was built for CCFC”

    - The stadium was put forward by the directors of the football club in the 1990’s. It was beset with financial problems from the start. After serious financial concerns hit CCFC, the club went in to a joint venture with CCC to build the stadium.
    - The problems continued and the directors eventually sold the 50% shareholding they owned to AEHC for £6.5m 19/12/2003. At that point CCFC lost any control of the project.
    - CCC by land deals, loans, grants etc, ensured the stadium build was completed. CCC classified the arena build as a key part of their plan for the regeneration of north Coventry. It was always intended to be CCFC’s home but it was intended to be or became other things too.

    OTHER

    “the EFL need to step in to sort this out, to use their laws and deal with it” CAN THEY THOUGH?

    - Not all of the parties are governed by the rules of the EFL. OEG is, but Wasps, CCC and SISU are not. That means the EFL have little influence over the decisions of Wasps, CCC and SISU
    - The EFL has a set of regulations, they are not law as in laws of the land. The rules are for a private members organisation of 72 members. Regulated by its members for its members
    - The Board of the EFL are appointed to look after the best interests of its members and to run the EFL competition(s).
    - Many of the regulations of the EFL carry the ability of the EFL Board to use its discretion in making its decisions and are not set in stone.
    - The governing bodies of football are coming under increasing scrutiny and pressure to change the way they operate & govern the sport


    “CCFC is debt free” UNTRUE

    - We are told that because the debt is owed to the “owners” that OEG/CCFC is debt free. This is untrue, the fact that most of the debt is owed to the “owners” does not alter the fact that it is legally owed and in the case of the money due to ARVO is secured on all of the OEG assets (property, fixed assets, stock, debtors, trademark, cash etc)
    - Amounts owed to “owners” are still amounts owed to a third party.
    - The size of the amounts owed and the security given means the debt provides ARVO with control over the company in preference to other creditors
    - At 31/05/17 OEG owed ARVO £14.2m including interest and SISU Master fund £1.07m including interest
    - There are of course also the normal trading and operating creditors to be paid

    “Who are the characters currently involved” MAIN PLAYERS ONLY

    - Tim Fisher, Statutory director of OEG & SBS&L, Chairman of OEG/CCFC
    - Laura Deering, Statutory director of SBS&L and employee of SISU Capital ltd
    - Dave Boddy, Chief Executive Officer of OEG, not a statutory director so has none of those powers
    - Joy Seppala, Statutory director & shareholder of SISU Capital Limited
    - Dermott Coleman, Statutory director & shareholder of SISU Capital Limited
    - Derek Richardson, Statutory director of Wasps Holdings and 100% owner of the group
    - Nick Eastwood, Statutory director of Wasps Holdings & Chief Executive
    - George Duggins, Leader of Coventry City Council
    - Martin Reeves, Chief Executive Officer of Coventry City Council
    - Shaun Harvey, EFL Chief Executive Officer
    - Greg Clarke, Chairman of the FA, former Chairman of the EFL
    - Gary Hoffman, Former Statutory director of CCFC Ltd & CCFC Holdings Ltd. Leader of a Consortium trying to buy CCFC
    - Joe Elliott, Former Statutory director of CCFC Ltd & CCFC Holdings Ltd, part of a consortium trying to buy the club
     
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