Bobzilla

It’s not an annualised liability though. It’s potential lost revenue, but no liability. In any event, the membership rights derive from the articles of association, and to the extent that there were promises in the offer document re free membership, the club could only have any form of obligation to the original subscribers for the shares, not to subsequent purchasers. The club could change the articles subject to approval by the shareholders (i.e. DS, MS and MA), such that the membership offer was changed to include a minimum shareholding, or removed altogether (subject to maintaining the rights of original subscribers). If the shareholder base gets too wide, the club might opt to do that. That said, at £80 a share (seems to be the going rate), you only need 4 seasons of membership to be given out to get back your initial outlay on a single share. That’s the gamble you’d take for buying a share in the secondary market.

You cannot have a system where player registrations change hands for over £100m and yet their career can be ended overnight by deliberate physical violence from an opposition player. That simply does not work. But more importantly, I can’t understand how we ever had a game where you could commit acts that were not within the rules of the game where you would be arrested and charged with some pretty serious offences that could carry jail time if you weren’t on the pitch.

I don’t know. I’m not the guy that sunk £25k into the club without properly reading the share offer document. The terms of what you bought were clear, if you’d been bothered to read them. If you did read them and are still arguing this horse-**** then that says far more about you than the club. I’ve got some beans for sale. They’re magic. I’ll even do you a special price…. They’re yellow and green…

Yes, I am. We have reduced our external debt and external interest payments and replaced them with something where repayment is conditional, and highly unlikely in the current environment. So we’ve replaced a cash cost, and an expensive one at that, with an accounting accrual cost. The owner of that debt has an interest in taking control of the club at which point the prefs will have little difference to the existing shareholder loans from D&M. So am I happy that we’re not giving money to a third party and instead we’re racking up a future liability that isn’t expected to become repayable in the near to medium term? Yes I bloody am. You’re old enough to remember Geoffrey Watling stepping up in 1996 and saving the club from bankruptcy, no? Do you remember the biggest issue there? It was an external overdraft that we were reliant on for working capital that was VERY expensive. This situation is no different. No MA, no preference shares likely means no NCFC. I’ve been a chartered accountant for 17 years and I know how to read a set of group accounts. And ours look horrendous for this year. So am I happy that someone has stepped in and saved us? Yes, absolutely. As happy as I was in 1996 to see Chase gone and Watling in.

Actually, on some things, they do. Redeemable cumulative preference shares being one. The question for recognition and classification is ‘is the redemption event within the control of the company’. The answer is no. Therefore, the shares must be treated as debt, and must be measured at the amount that would become payable if the redemption conditions were met. You cannot fair value your own capital instruments, and therefore the likelihood of a redemption event simply does not come into the equation. The only questions are ‘can the company control redemption’ and ‘how much is redemption going to cost’. No other questions are necessary or permitted. For the company accounts. For cashflow purposes, the question is about what do you expect the cash outflows to be during the horizon of the cashflow forecast. If the club consider the redemption condition to be highly unlikely to be met within the period of the cashflow forecast, you don’t recognise the cashflow. The obligation still exists, but is highly unlikely to crystalise before the end of the cashflow forecast period. The accounting standards question I will concede is difficult. Otherwise I wouldn’t have previously been able to charge out at £800 per hour to answer such questions for big companies. The cashflow one really isn’t difficult though.

No they don’t. They encourage subscription by offering the seat for life. They encourage holding by making that seat for life conditional upon retention of the 1,000 shares. They don’t incentivise heirs as a result of the offer document - I believe the incentive for heirs became the inheritability of the title of AD, whatever that’s worth.

There were quite a lot of 'drinks paella, eats estrella' round me on Saturday...

Cash poor asset rich pensioners. Who won't divest of their assets and expect 'society' to pick up the tab on the cash poor bit of it. And their inability to bring themselves to divest very often puts up process for the rest of us, so their asset base increases in value at the expense of younger generations.

Nope... But you did when you launched your appeal to the ombudsman...

Your supposition that the club will unilaterally remove the AD privileges after 25 years.

Not what I implied, not at all what can reasonably have been read to be implied. If share register is maintained on a per transaction basis, of course, more transactions means more cost. However, that's not usually how this sort of thing is done. Compliance engagements are usually fixed price contracts, with the service provider taking the risk on volume. Sometimes they lose heavily, most of the time they win. You're estimates of deaths and moving house are, i suggest, way out. You're talking 20% moving. Not happening. They're likely to be older (40 plus) and probably in their last home - older people don't move until they have to. You're also massively overestimating the complexity of GG services in respect of small shareholders. Maintaining the share register is pretty easy with the software available now, meaning doing it at scale is very efficient - the expense is in the software, not the people operating the software. The biggest increased expense will be the mail shots for notifying shareholders of stuff.

That's lovely dear. You're in a distinct minority on that one. There is no way you can argue that a 'ST for life' could be confused with a 'ST in perpetuity to inheritors'. And that's been pointed out to you countless times.

What's your basis for that? I would be very surprised if the club had the unilateral right to remove this benefit without compensation, and even more surprised if the ombudsman upheld that position. That was a contractual part of the offer document for subscribing for shares, and has cleartly been upheld as such. On the contrary, it would not surprise me if there were subsequent schemes like this.

An increase in the number of shareholders would not necessarily bring about an increase in the number of share transactions, which is basically what the work is on maintenance of a share register. There might be an uptick in transactions for the first year or 2 as larger holdings get sold off, but that is short term. I would expect that in a competitive tender there wouldn't be any appreciable increase in cost, but that is a guess. I'm not a lawyer and don't do corporate governance. However, the cost of ADs is an annual cost, likely for the next 30 years.

The ords are definitely £1 shares - the accounts and companies house records match up. As for issuing, the directors can cause the company to issue at whatever price they want to whomever they want, subject to any pre-emption rights in the articles. They can ask for a premium on one issue, and not on the next. That is in no way unusual. There are companies act provisions that could assist when a company acts to prejudice other shareholders, such as diluting the stake of small shareholders as might be the case here. However, you have to be financially harmed by that act. Arguably, there is no financial harm on the basis that a NCFC plc share’s value derives from its intrinsic value as an intangible asset, i.e. an ownership stake in the club, not on a percentage basis of the total value of the club. Because realistically the value of the club is possibly nil - it is not self-sustaining and is entirely dependent on the goodwill of the fans in a pretty small geographical area - it’s not like a Man U or Real Madrid where mechandising rights overseas are huge, Certainly the value of a single share is pretty much nil. Even 250 shares are worthless save for the intrinsic value. Which isn’t going to change no matter how many shares get issued to majority shareholders. The bottom line is that the share issuances to directors serve only two purposes. One is a minimum share holding that the directors must hold. The second is simply financing for the club, so the number of shares issued is basically irrelevant save for the impact it has on who controls the club.

The B prefs can only get paid if there are profit reserves (as in accumulated). That won't be an issue for a good few years looking at the accounts for last year. One question I had that you might know the answer to. The 20/21 accounts and prior put the B prefs as par value of £1. The 21/22 and later accounts show them at £100. The articles have them at £1. Any idea what the right answer actually is? Unless they were issued at a premium of £99, so actually are £1 shares with a liability of £100 per share (plus accrued unpaid pref dividends).

You well know that dividends are only payable on any shares, even preference shares, if there are profits. That includes any premium on redemption over and above the share capital. The preference dividends get charged in the accounts as interest but they won't ever get paid, so they aren't a cost on the club in any real sense.

Is this what it's like going to a home game?

Isn't that Suffolk? Best not ask about the family briar patch...

Right. As you should know, a company is a bit of paper at companies house. It is legally deemed to be a person, but it cannot actually act on its own (it needs people to do so) and it cannot sit on a seat at carrow road. So, are you sure that he was an AD by right, or simply ex officio as a representative of the actual shareholder? Did he occupy his seat by right or because Archant, the seat holder, permitted or to happen, much as happened for the daughter of your friend when another AD couldn't attend? And, if I get this right, you're bitter because he's caused £50k to go to the club, half equity half debt? Wow. Just wow...

That’s only half the story though (and at some point the extensions will end). The bigger issue is the right to sell financial products to EU retail investors, and to market those products in the EU. Gone. And there were lots of London profits being made from that business, and London people being employed to write that business, and manage the funds from that business. Sure, you can still run a business model where work is outsourced back to London, but for how long? That business model will not survive in the long term because the EU will not permit it. They already hate it when other third countries do it - have an EU company to front business with the appropriate experienced people to manage the outsourced activities in the EU, but everything of substance happening outside the EU. It severely limits their ability to regulate conduct of the financial institutions, and that won’t be tolerated for much longer.

Not all accountants are like that. I’m not.

I can very safely say that the quality of my advice as a seasoned accountancy professional does not change dependant on what I wear on my feet, or any other part of me for that matter. I’m through to the final stage of interviews with a very serious organisation for a senior role, and I’ve worn chinos, DMs and a casual shirt for each of the previous 4 interviews (yeah, senior enough for 5 interviews). I’m wearing a suit for the next one, but that’s simply because I’m meeting with two incredibly senior partners and I’ve been advised to look the part. They probably wouldn’t care if I turned up in the same chinos/casual shirt combo, but they might, and for the money on offer I don’t want to screw it up over a suit. As for anyone who would judge the seriousness of a professional, be they male or female, based on the clothes they wear, I have only one thing to say. Welcome to the new world. We do things differently to how you did it. If you don’t like it, that’s no bother. We don’t care, and you won’t have that much longer to worry about it.

I’m sorry about your friend, but that sort of event doesn’t change the terms and conditions of the share subscription. The bottom line is that whilst the title can be inherited, the other benefits cannot, and the seat for life was seemingly clearly stated as such. I can’t see how something specifically tied to the life of an individual can be seen as extending past that person’s life. I cannot see how that could possibly be an arguable position (and it’s my job to find a way to argue the unarguable). As for Stephan Phillips (I presume that is who you are referring to), I have no idea about him - the directors have never really interested me. He’d have got access to the Director’s box anyway as a senior director at the club from 2009. Are you suggesting that he never bought any shares in the 2002(?) offer but STILL got AD benefits at that time (i.e. before 2009 when he joined the board)? Or are you suggesting that someone else gave him the £25k to buy the shares? Or that he owned the shares on behalf of someone else, or that he was the beneficiary of a trust that bought the shares? It’s really not clear what you are suggesting (past ‘It’s not fair that I and a friend signed up to something we didn’t really understand and seemingly didn’t read properly’). Regarding the bond scheme, it still isn’t clear what you are insinuating, other than he bought £25k of NCFC bonds (and his gf bought some too) and then got paid out on them, presumably in accordance with the Ts&Cs.

Phillips? The guy who made the complaint? Or was that you?