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  • Hi gents,
    as I said on the other thread, I think we saw in CA PLC's final years an instrument that gave a backer economic control and the financial upside of an ordinary share without practically owning an ordinary share: namely convertible loans. In CA PLC's case you may recall that these were converted prior to the EGM to give the directors the necessary votes to pass the resolutions to sell CAFC and CAH regardless of the votes of the minor shareholders.
    In this case, it is possible that one or two of the <10% shareholders lend the main bulk of the money required to fund the club (probably to the Swiss holding company which onlends to the club). The loans are repayable at some future date at 100% and probably carry an interest payment. Crucially, at the lenders option only, they are convertible any time into ordinary shares of the Swiss holding company (as this compnay owns 90% of the club) at a fixed price per share (probably at or near today's price). So, as long as the loans remain unconverted, they are <10% shareholders but they call the shots as the largest creditors. If the club gets promoted and they get a mega bid for the club, they could convert their loans into orinary shares (thereby diluting the other shareholders) and participate in the gain made on the ordinary shares as though they had owned them from the outset.
    In fact they wouldn't have to convert the loans to realise the profit as they would have to be bought out as the largest creditors anyway.
  • Peanuts is CAFC Holdings registered in BVI or Switzerland?
  • edited January 2011
    Companies need to make disclosures in their annual accounts that comply with Financial Reporting Standards ("FRS").

    FRS no 8 requires the disclosure of "the name of the party controlling the reporting entity and, if different, that of the ultimate controlling party....".

    It will be interesting to see the accounts of CAFC Holdings Ltd.

    Unfortunately these won't be available for some time yet.
  • edited January 2011
    [cite]Posted By: ISawLeaburnScore[/cite]
    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

    Exactly. They control the company which controls Baton. And in any vote within Baton the CAFC Holdings 90 per cent share would be cast as a single vote, and therefore anyone controlling 51 per cent of CAFC Holdings controls 90 per cent of Baton, and therefore the club. That was my reading and it's good to have our corporate expert confirm it!
  • [cite]Posted By: incorruptible addick[/cite]it's good to have our corporate expert confirm it!

    haha far from it mate, I think Peanuts' post tells you who's the expert

    that bloke can win you back to back Grand Nationals and guide you through convertible loans ;-)
  • edited January 2011
    [cite]Posted By: ISawLeaburnScore[/cite]Peanuts is CAFC Holdings registered in BVI or Switzerland?

    Maybe wrong but I think CAFC Holdings is Swiss and a BVI company represents one or more of the minority shareholders (i.e. some or all of the 49% not held by TJ and MS) in CAFC Holdings.

    [edit - according to the Guardian, CAFCH is a BVI company. Doesn't affect the possible use of preference shares or convertible loans as the mechanism for injecting main bulk of funds]
  • edited January 2011
    [cite]Posted By: ISawLeaburnScore[/cite]
    [cite]Posted By: incorruptible addick[/cite]it's good to have our corporate expert confirm it!

    haha far from it mate, I think Peanuts' post tells you who's the expert

    that bloke can win you back to back Grand Nationals..... ;-)

    Too kind ISLS - bound to crash and burn this year.
    Should be a very interesting King George. Nicholls in poorish form but will the brilliance of Kauto see him home?

    (edit - obviously not. great runs by both Henderson horses though)
  • edited January 2011
    This is a very interesting thread. The real conundrum for me is not so much the ownership per se, but the funding of the large operating loss of circa £5m p.a., potentially more if the Directors decide to invest to increase the chances of promotion to the Championship and then eventually to the Premier League.

    Who is funding this loss and for how long can they afford to do so are the really key questions. Given the information we now have, the simplest possibility is that all shareholders, at all levels of ownership, will pay their proportionate share so that no existing shareholders in either Baton or CAFC Holdings are diluted, i.e. new shares are offered regularly to the existing shareholders of Baton and they both subscribe and then likewise at the CAFC Holdings level. In this set up Richard Murray is funding at a rate of £500,000 p.a., rather than £5m as before, and Michael Slater at just over £1m p.a., i.e. .9*.23*5 with Jimenez contributing around £1.25m. The unknown shareholders in CAFC Holdings would then be funding at less than £450,000 p.a. each.

    I guess this might all be sustainable for a while. The sums involved are not huge and the individuals invested would only need to be very well off rather than super rich to handle the commitment required for say 2-3 years. Perhaps it’s this simple and if so I think I’m relatively reassured. My concern had been that Jimenez, who I have been assuming is much wealthier than Slater, was facing a much more onerous burden than now seems to be the case.

    Of course, the possibility of a more attractive scenario still exists. As PeanutsMolloy has explained, there are ways in which one or more of the minority shareholders in CAFC Holdings could fund a disproportionate share of the operating loss [which might even be increased] without simply giving away equity to the other shareholders. In this scenario they could, at a time of their choosing, simply exercise their rights under whatever agreement is in place, dilute all other shareholders and then either take control of the club or cash in.

    My guess, for what it’s worth, is that there is no mystery backer with deeper pockets than Jimenez, but that is pure speculation on my part. In any event, we now have some very useful information about the ownership structure and I’m much happier than I was.
  • [cite]Posted By: Mundell Fleming[/cite]My guess, for what it’s worth, is that there is no mystery backer with deeper pockets than Jimenez, but that is pure speculation on my part. In any event, we now have some very useful information about the ownership structure and I’m much happier than I was.

    Good post MF but if that were the case, why go to elaborate lengths to cloak the ownership in secrecy and set up a holding company where 49% of the shareholding ownership is hidden?

    I also think that funding the operating losses over the next few years is not going to be easy for S even if its OK for J.

    I have a personal view not backed by any knowledge, that the reason they have set this up in this way is to hide a major investor. You then have to ask why that person would want to be hidden?

    Well one is obvious, namely that person just likes it that way. He gets no publicity, threats from fans, doorstepping by newspaper hacks and all the paraphernalia that goes with the territory.

    The other reason, which I think is the more likely, is that the Owners are trying to avoid knowledge of how minted they are so that the club is not fleeced in any player negotiation. I have heard Murray talk about the absurdity of transfer and wages demands. The more money they think you have the higher the financial demands.

    It all speculation but logic suggests that S & J have a financial backer who wants to remain hidden from view.
  • Bing I happen to agree with you. You don't go to these lengths without design. For a start the administrative and maintenance costs of this model are substantially greater than using a more straight-forward, domestic holding.
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  • [cite]Posted By: Mundell Fleming[/cite]......My concern had been that Jimenez, who I have been assuming is much wealthier than Slater, was facing a much more onerous burden that now seems to be the case......

    My theory, posted in the CAFCH and Barton thread, and based on my belief that Jimenez and Slater would be crazy to invest such a large proportion of their respective personal wealth in buying a football club that neither has had any previous connection with, is that the money that they used to buy the club is from personal loans from the real mystery owners. These loans are interest free and can be recalled at any time by the lenders; and the amount to be paid back is tied to the current price of the CAFCH shares or proceeds of a future sale of the club. A sort of derivative loan whereby Jimenez and Slater are protected from the downside and the real owners benefit 100% from the upside.
  • This could be right Red_in_SE8, but then why not acquire 100% of the equity?

    I guess Jimenez and Slater between them have a majority so control isn't an issue, but why would a wealthy owner share with others the benefits of investment and the expected value creation which might result if they could afford to own the Club outright?

    I really hope you're right for obvious reasons, I'm just struggling to get my head around the logic.

    On the ownership structure itself, I'm no expert but I assume that the objective is simply to save/avoid tax at the point of sale.
  • If it is Cash who is the mystery investor, he is believed to be seriously wealthy but is not ever shown in any "wealth list". This suggests that he likes to remain in the background.

    Unless they tell us, I doubt that we will ever find out.
  • I still wonder why they have slipped this out.

    It confirms what the guardian was told by a spokesman a week or so ago.

    S + J are not wealthy enough to underwrite the current loses and fund spending on players. TJ brings contacts, varney is tasked with developing the business, kav runs it day to day, murray has the experience and contacts, slater is a lawyer and safe pair of hands to front it all for the unfamous five(or four).

    Those four or five are the money and as bing says I doubt we will ever learn who they are unless they decide they want to tell us.

    Maybe it doesn't matter but maybe it does.
  • They will make themselves known when we next get to Wembley ;-)
  • [cite]Posted By: stonemuse[/cite]They will make themselves known when we next get to Wembley ;-)

    They'll make themselves known once we're back in the Prem.
    That's their gamble.
  • [cite]Posted By: Oggy Red[/cite]They'll make themselves known once we're back in the Prem.
    That's their gamble.

    Actually I think this is spot on Oggy. If we get back to the Prem. then the club will be floated and they get their return = exit strategy.
  • My pal doesnt know where the money is coming from but has been told that they are very wealthy. He says that the club is a much better place to work and the feel around the club is improving greatly due to there being less cut backs going on and things are deffinetly on the up, where money is concerned anyway.
  • edited January 2011
    At the risk of boring people who may already have had enough of this subject or of giving the impression that I’m trying to engage in an argument, which I’m not, I thought I’d add a further comment which I feel is relevant to the discussion in this thread.

    In the context of Charlton’s ownership structure there are some potentially interesting insights in the published SDT findings in relation to Michael Slater.

    In summary, sometime during the latter half of the 1990’s Michael Slater set up a Debt Collection business, incorporated in the UK. Slater and his wife were the Directors and the only employees. In 2003 Slater and his wife transferred their shares in this company to a British Virgin Islands company called Omega for a nominal sum. Slater and his wife then resigned as Directors of the UK Company and Omega became the only Director with Slater acting as Company Secretary. Sound familiar? Almost certainly, Slater and his wife were [and are] the beneficial owners of Omega, although that’s a guess. There is nothing wrong with any of this of course, unless you believe that the wealthy, including Premier League footballers [see today’s Sunday Times], should pay their taxes like the rest of us, but it does show, very clearly, that Michael Slater is familiar with offshore structures. I assume, primarily, as a device for “tax efficiency”. Were he planning to take a stake in a football club which he eventually expected/hoped to sell for a sizeable gain, it would be very natural for him to think CAFC Holdings for Omega. Why not use the structure he has tried and tested?

    What does this tell us? Well, as ever, not much really. However, whilst it does not mean that there is no mystery backer behind CAFC Holdings, it is very clear, I believe, that a Slater/Jimenez led consortium, with the funding split I set out yesterday, would almost certainly have chosen to go the offshore route. As a number of people have observed, we may never know, but my point here is that the ownership structure itself may be no mystery.

    Before you think I’m being negative here please don’t forget my main conclusion of yesterday. Even if there is no Sugar Daddy behind the takeover, the ownership split which has now been made public is very good news in my view because it shows us that burden of funding the large operating loss is shared between a number of individuals rather than falling very heavily on Jimenez, for example. This probably means that risk may be lower and the time frame available before implosion longer than some, including me, might have feared.
  • Yes. But what does it all mean ? Seriously.
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  • Won't Lombard have done a full KYC before agreeing to the new ownership structure...as such...anyone work for Lombard Compliance team ;-)
  • In my view, for what it’s worth, the information we now have means that even without the “Dream” of a very wealthy backer who for some reason wants to keep his/her identity private, we can be confident that the Club’s finances are in very much better shape than they were and that we can, therefore, expect to see a serious crack at promotion this season and if that fails then next.

    In addition, this stronger financial position looks more sustainable than some may have feared. My concern had been that one individual, i.e. Tony Jimenez, might have been very extended just as Richard Murray was, but we now know that this is not the case. Maybe I'm too analytical and/or too much of a worrier, but I'm very reassured by the ownership breakdown.

    Let's hope we can now really press on under Chris Powell!!
  • Mundell, interesting points re the offshore structure being there for tax avoidance purposes, you could well be right, but I think it could also be there, as others have said, to hide a significant investor.

    If either case is true it leads to the same thing, our new owners have bought into the club to make a buck. They've bought low, know they only really have to invest in the team and cover the operating loss. Once in the Championship they can either decide to run on a break-even basis and build slowly, relying on the academy products coming through to either slot into the team or generate funds to invest in more experienced players. Alternatively they could chase the dream and continue to operate at a loss subsidising the budget to get us back into the big time faster.

    But the aim is the same, get the club up the league and either cash out when the club is at the top end of the championship, like Mandaric has just done at Leicester, or if we make it back to the Premiership.

    Them wanting to make a buck isn't bad news because they want what we want, a successful team challenging for promotion both this season and beyond. With the global economy recovering (not that I've seen much evidence of this down my way!) a three to five year time-scale could see them make a lot of money and I hope they do.

    The obvious concern is how long have we got if things don't go well before they decide to cut their losses, longer than we had with RM in sole charge, of that there is no doubt. Unlike with RM however, I don't think the current board would have any qualms about putting us into admin and walking away if things don't go to plan and they've spent the budget they have for this project.
  • edited January 2011
    Unless they are simply blatant asset strippers (which seems highly unlikely), then if the new owners have ''bought into the club to make a buck,'' then good luck to them.

    Because if there is any money to be made, it will only be on the back of the club enjoying success, not remaining in div three. So owners making money=successful Charlton. Bring it on!

    We have seen the problems of relying on a (fairly) philanthropic individual pouring money into the club because he's ''proper Charlton'' during the club's financial collapse in the final years of the Murray era.
  • Imnot, I agree 100%.
  • [quote][cite]Posted By: Mundell Fleming[/cite]...What does this tell us? Well, as ever, not much really. However, whilst it does not mean that there is no mystery backer behind CAFC Holdings, it is very clear, I believe, that a Slater/Jimenez led consortium, with the funding split I set out yesterday, would almost certainly have chosen to go the offshore route. As a number of people have observed, we may never know, but my point here is that the ownership structure itself may be no mystery...[/quote]

    However,it still seems unlikely that Slater & Jiminez are the real 'moneymen'

    The SDT case mentioned by Mundell Fleming involved a debt collecting company run by Slater that bought bad debts at a knock down price and then pursued the debtor for the full amount - in this case £16700 owed by a small builder that Slater's company bought for £1000. Whatever the rights and wrongs in that case it seems unlikely that someone who only a few years ago was was grubbing around chasing a small builder for £16700 is now the moneybags joint owner of a football club?

    Similary Jiminez may have more money than Slater but apparently began as a security manager at Chelsea and has dabbled in 'sports promtion' and 'property development' - is he really the moneybags?

    It seems far more likely that Jiminez is 'managing' investments on behalf of others & Slater is on board because of his 'expertise' in manipulting the ownership and assets of companies?
  • a lot of interesting stuff here, I'm not so sure there are any huge backers

    I think I'm in the camp who think Jiminez and Slater are trying to make money by using their contacts and skills (along with Varney and Murrays) to bring the club back to a valuable status putting as little cash in as possible. They may have enough money to service the debts/losses for a few years, say 10 -20 million, they may even have access to some cheaper finance via the other directors. We had the appeal of no purchase price and being in a strong position for promotion, plus a lot of potential location etc.

    That's enough to keep us afloat, and maybe increase the wage bill bit, so we can return to the championship where Murray said we would break even (with loans on interest only). So ask now how much a championship club is worth, that is in or around breaking even, has modern facilities, 27k stadium etc. you can then see how this is a money spinner - they keep up the strategy of low investment but exploiting contacts etc Sure we have debts over that but only repaid once in the premiership, so they the continue to adopt their previous strategy, minimum outlay relying on contacts etc, and possibly higher wages, and if it succeeds they hit the premiership jackpot.

    I suppose you then have to question why the hidden ownership - perhaps investors who simply want to remain anonymous, perhaps jiminez and slater prefer that set up so they are in the limelight, perhaps some kind of tax dodge, perhaps a way of creating a myth of large backing to give credo to the front men, etc, who knows.

    In contrast if a rich owner was involved would there really be any decent reason for the strategy (so far) I think the point has been made elsewhere why would they buy into a club of our size and not invest in it heavily to gain access to the limelight as quickly as possible.

    R
  • Usually the first rule of business is, "Don't lose money" ...(unless during a short start-up period, or for tax efficiency reasons).

    So whether the new Board has substantial funds or even a "mystery backer", I can't see that they would be anything but prudent at the moment, running the club on sensible business practices.


    IMO the time for substantial investment would be as a Championship side to consolidate an exisisting very good chance of promotion, or Premiership status itself when of course income would soar.

    In the meantime, I wouldn't expect big cash to be thrown at the team.
  • Very good post Imnot.

    Question 6. What's the exit strategy.
  • Very good post Imnot.

    Question 6. What's the exit strategy.
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