Just found this on the OS, was put up on Thursday
Directors
Posted on: Thu 13 Jan 2011
Charlton Athletic Football Company Limited
Chairman: Michael Slater
Directors: Tony Jimenez, Stephen Kavanagh, Richard Murray, Michael Slater, Peter Varney (executive vice-chairman)
Honorary life president: Sir Maurice Hatter
Chief executive: Stephen Kavanagh
Charlton Athletic Football Company Ltd is owned by Baton 2010 Ltd, which is owned by CAFC Holdings Limited (90 per cent) and Richard Murray (10 per cent). CAFC Holdings Limited is in turn owned by Tony Jimenez (28 per cent) and Michael Slater (23 per cent) plus minority shareholders with less than 10 per cent.
Link
I'm quite good at sums, who owns the other 39% of CAFC Holdings limited then?
Good to see RM retains a 10% stake
Apologies if this has been posted up before, I had a look but couldn't find it. If you sink it can you point me at the other thread?
Comments
Charlton Athletic Football Company Limited (wholly-owned subsidiary of Baton 2010 Limited which is 10% Richard Murray, 90% CAFC Holdings Limited)
So in that 49% there are at least five minor shareholders of significance, more likely at least six
It's certainly intriguing... and there will certainly be a few faces in there that don't fancy the disclosure requirements that the 10% threshold brings
So, no moneybags foreign owners then with that structure you would have thought, unless there is convertible loans or options floating about in the background
Obviously it's just pure speculation from here but I certainly wouldn't rule out any of those floating "minor" shareholders being very wealthy indeed. In fact, it fits the profile... under 10% you don't HAVE to disclose but many elect to anyway, maybe as they are proud to have a significant but small shareholding in something like a football club, or for whatever reason. Anonymity, unquestionably deliberate here... if there were five of them equally sharing (again purely conjecture but let's go with it) they would be on 9.8% exactly each which would obviously be targeted at non-disclosure, suggests there's a good reason for hiding... a very low buy in, biding time in case the investment picks up and suddenly becomes worth your while to stop being a "dormant" investor.
As for who the {at least 5} are... I would've thought Varney would be one, but you could doubt RM would be as he has 10% in Baton so there would be very little point in him having a repeat minor shareholding in Baton's parent company unless he wanted it for completeness but for some reason my head says no.
If it was a UK limited company, the world and his wife could have the Annual Return and schedule of shareholders on their laptop in seconds through Companies House... now nobody know chuff all about the composition and we may never do.
Not forgetting the fact that the company actually operates out of the land of the Toblerone. It's no coincidence that FIFA are based there too - they also have a big X in the box for no publicity/scruitiny.
So even though we are a compant operating in the UK, we do not have to submit annual accounts to Companies House ?
Would be good to merge this with the CAFC holdings and Baton thread.
I think based on that thread and what Isays there are at least five other owners. One I suspect is Murray but the other 4 or more are the real money.
And we have no real idea who they are, none at all.
At least it is one more piece in the jigsaw puzzle.
I'm an accountant :0)
Only companies registered in the UK would need to submit accounts, I assume Charlton Athletic Football Company Limited and Baton UK would do, but the shareholders CAFC Holdings wouldn't as its registered elsewhere.
Does the fit and proper persons test apply to minority interests? Not knocking our new owners, just interested.
I assume that CAFC holdings could be structured, with options and the like, so that one of the MI's could take control of more than 51% if they exercised those options so maybe there is the possibility of mega money there after all.
That's why Peter Varney told us when the takeover was first announced that he was representing a consortium.
I think most of us interpreted the original OS statement to mean that S&J owned only a little over 50 per cent between them, and taking out Murray's 10 per cent, that left 39 per cent owned by a number of other shaeholders. (see the other thread on CAFC Holdings). Varney, I was told, has a small stake, probably not much more than 2-3 per cent.
Apart from the confirmation that we were broadly right, which is useful, the most interesting new piece of information perhaps is the exact breakdown of M & J's shares - and the fact that Jiminez, not the chairman, is the largest single shareholder.
No, because when you have under 10% of shareholding in a company you pretty much can't legally make a ripple in the water the FL do not even know their identities, let alone have subjected them to the fit and proper person test.
Obviously though, as you very interestingly speculate, if there are options, shareholders agreements in place the like which may in the future raise some of these background shareholdings, then they will have to disclose and submit to the fit and proper person test.
Nothing at all and as long as they stay friendly with their colleagues they could still exercise meaningful participation in the company. Slater & Jimenez alone can pass an ordinary resolution together which covers the majority of basic shareholding participation. However, S and J would need to count on at least 3 of the minor shareholders' votes to pass a special resolution which is required for more complex decision-making to get to 75%
.................
One of the consortiums that made unsucessful bids for Charlton Athletic last month had plans to take the club away from The Valley, the club's hard-won home for 85 of the past 92 years. The proposed relocation site was the now disused Tate & Lyle factory to the west of Charlton on the Greenwich peninsula, which the consortium's prospectus said would be suitable to house a 40,000 seat stadium. Charlton's new owners are highly unlikely to adopt the scheme as their own.
....................
But it may come in very handy if they want to turn a quickish profit and and I wondered if it's something that's worth bearing in mind?
The thing that's caught people out is that we heard a "Murray 10%" holding banded about.
He's got 10% in Baton... why would he have a sub-10% and therefore anonymous holding in its parent CAFC Holdings as well? I can't see anywhere on that that says Murray has 10% in CAFC Holdings. Doesn't add up to me and I think it's unlikely based on that that Murray is a shareholder in CAFC Holdings.
Problem is though, I may know a bit about the theory but I can't tell you anything useful on the actual situation!
He's not just a pretty face, you know.
;o)
;-)
Sorry if this seems daft, but is it possible that a contract could have been constructed to 'disallow' this special resolution 75% rule and to allow a straight 51%?
Ah, but ISaw, that's supposed to be our secret.........!
Good thought but it's a lot easier to raise the threshold than lower it. On the whole, if you try and agree e.g. in external shareholders' agreement, to lower the voting threshold, the company will be in breach of the Companies Act.
Thanks, really appreciate your help in getting my brain round this. Would this still be the case in a non UK company?
I have to admit I don't know and that's also a good question. I would imagine the BVI would have very similar legislation to the UK, obviously accommodating for their big differences in disclosure etc. As a British territory I would imagine they would be employing broadly similar procedures
a) You'd need an expert in BVI Company Law and/or someone who's good at digging over there and knows how and where to dig...
b) You might never find out anyway!
Yep it was peanut's saying about conversion options geared to a high return. Still seems the most logical and likely scenario to me.
That is a very good point. The club is still owned by Baton Holding - . 90 per cent of which Murray has sold to CAFC Holdings. Henry Irving thinks Murray is also one of the minority shareholders in CAFC Holdings. Which if true gives him a bigger per centage of the overall ownership of the club.
But if Murry and Jiminzez only own 51 per cent of CAFC Holdings, that does not give them a majority shareholding in the club. It gives them 51 per cent of 90 per cent, which is only 45.9 per cent.
Am I right, ISaw? I guess it is purely hypothetical because 51 percent of CAFC Holdings still gives them effective control of the club. But if I am right, what they have is a majority stake of a majority stake, which overall in actually less than 50 per cent of the entity involved, which is our football club.
I think it's difficult to merge % of shareholdings between companies and it possibly makes things seem more complicated.
Effectively they have day to day control of the parent (CAFC Holdings) that has pretty much absolute control of its subsidiary with 90% (Baton 2010) and in turn Baton 2010 has 100% of Charlton Athletic Football Company Ltd, i.e. the club
Ergo they control the whole lot, whether their combined group % holding is less than 50% or not, they control the company that controls the club down the chain of ownership