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TIL 1010

If You Have Any Preference A Or Preference B Shares...

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On 28/01/2024 at 19:54, essex canary said:

Deja Vu. So they won't be paying £52.50 to the Norfolk County FA but can still afford a half million salary for the ED.

Still more than half was payable to S&J&F prior to Foulgers departure and I withdrew mine in 2 tranches, the first in response to McNally's £367,000 bonus in a relegation season and the second in response to non-shareholder Directors helping themselves to bond bonuses so no issue for me now.

You really do talk some utter drivel 

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I always donate my divi's to the CSF. Therefore I do hope if the reserves by some sleight of hand get restored by the year-end the club will make good what I and others do annually, and make a charitable donation on behalf of the Pref holders to the CSF.

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17 hours ago, essex canary said:

Preference Share 'Dividends' are charged in the 'Interest Payable' line in The Income Account so technically are NOT Dividends. 

You are correct that there are no distributable Reserves and given the Profit and Loss Account was negative last year too your implication regarding how it can possibly be different from the previous year must also be correct. So why the change?

They may be accrued for through the interest payable line, but their payment is a distribution, and therefore the distribution can only be paid out of realised net profits. Post 2005 accounting standards and financial instrument classification rules have not superceded basic companies act principles or the legal nature of a preference share.  The accounting merely reflects the economic substance in that it isn’t optional as to whether you pay them, just when you pay them (if they’re cumulative, which the NCFC A and B prefs are).

As to how it’s different, my money is on an accountant that didn’t understand that nuance and an auditor that didn’t get it or simply said ‘that’s not material, I won’t look at it’ without thinking about the fact that materiality on an illegal transaction is zero.  Someone’s probably woken up to it (possibly Attanasio’s advisers on their due diligience) this year, and that’s what has changed.  

 

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6 hours ago, essex canary said:

So Redeemable or Non-Redeemable?

The get out clause in a promotion season which I utilised to opt out and which was applied in 2011-2013 suggests the former though of course such a date isn't 'certain'.

Are you now implying that a new FD has now determined 'Non-redeemable' therefore the payment could be totally denied for the year?

If so shouldn't the Non-Executive Directors reasonably direct back to the previous precedent?

Re the last paragraph, expecting transfer fee profits to subsidise excess wages is a strategy based on a foundation of sand.

The A Prefs are not redeemable, but preference dividends are cumulative.  They’re accounted for as a liability rather than equity, but I’m not sure why, given that they’re not redeemable.  That said, the numbers are very small - £10k of shares paying £500 of dividend, so whatever the ‘right’ answer is, it isn’t going to make any difference of any note.  The preference dividend should be disclosed as a liability.

The B Prefs are redeemable and preference dividends are cumulative.  Both the shares and their dividends should be accounted for as a liability, but legally they are preference shares and preference dividends.  **Holders of B Prefs should get interest on any unpaid dividends at 3% over Barclay’s base rate (currently 5.25%, so total of 8.25%) from 31 December after the 30 June accounts.  So you won’t get your dividends at the minute, but when (if) you do get them, you should get a big chunk more than you would have.

The C prefs are very nice, 7% divi compounding annually so any unpaid pref dividend also gets 7% on it.  But I don’t think they were widely issued.

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4 minutes ago, Bobzilla said:

The C prefs are very nice, 7% divi compounding annually so any unpaid pref dividend also gets 7% on it.  But I don’t think they were widely issued.

A certain Mr Attanasio is the only holder of C Pref's. Given your comment above that makes an interesting conundrum if it was his adviser's that pointed out the issue!!!

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1 hour ago, Bobzilla said:

The C prefs are very nice, 7% divi compounding annually so any unpaid pref dividend also gets 7% on it.  But I don’t think they were widely issued.

Presumably the distributable reserves position would have to improve, becoming positive, before these dividends could also be paid?

This could be an interesting conundrum, especially if D&M decide that MA isn’t their man, and a redemption is required? Especially in the context of the C-preference shares total £10m, plus accrued dividends, whereas the comparable A-pref and B-pref dividends are £64,000 pa. 

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11 minutes ago, GMF said:

Presumably the distributable reserves position would have to improve, becoming positive, before these dividends could also be paid?

This could be an interesting conundrum, especially if D&M decide that MA isn’t their man, and a redemption is required? Especially in the context of the C-preference shares total £10m, plus accrued dividends, whereas the comparable A-pref and B-pref dividends are £64,000 pa. 

Ah ha, is there method in the man's perceived madness?

The vice closes tighter ... (albeit with a smile, what an assassin) ... when will they jump?

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8 hours ago, TIL 1010 said:

@nutty nigel have we unearthed a new FPA member here ? 

FPAs are yesterday’s heroes. FPEAs are the new way forward. It’s all to do with the price of houses now…

 

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Would this be a good thread to ask again…

What’s the gain for Attanasio if he buys the remaining 60%? Assuming they cost him the same as his 40%.

Any FPAs or FPEAs got a theory?

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14 minutes ago, nutty nigel said:

Would this be a good thread to ask again…

What’s the gain for Attanasio if he buys the remaining 60%? Assuming they cost him the same as his 40%.

Any FPAs or FPEAs got a theory?

£100m at least. 

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1 hour ago, shefcanary said:

£100m at least. 

It seems Foulger lost out big-time then. Yet I guess he was happy. Life's too short for might'avebins...

 

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2 hours ago, nutty nigel said:

FPAs are yesterday’s heroes. FPEAs are the new way forward. It’s all to do with the price of houses now…

 

FPA?  FPEA?

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16 minutes ago, Bobzilla said:

FPA?  FPEA?

Don't worry about them Bob. You look the real deal to me :classic_smile:

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2 hours ago, nutty nigel said:

Would this be a good thread to ask again…

What’s the gain for Attanasio if he buys the remaining 60%? Assuming they cost him the same as his 40%.

Any FPAs or FPEAs got a theory?

Gain?  Immediately?  None.

2022 - our operating profit excluding player trading was a loss of £392k.  Our player trading loss was £23m.  The £392k loss included interest payable of £3.4m.

2023 - our operating profit excluding player trading was a loss of £7.5m, including interest payments of £6m.  We lost another £19.7m on player trading.

Our 23 accounts don’t separately disclose interest on director loans, so no information on interest on the £36m that Attanasio has lent us, but assume a 7% interest rate if his cumulative prefs are 7%. So £2.5m interest there.  But our loss was £7.5m, so even taking that out, we still lost £5m last year.  Excluding player trading.

So what does he get out of the purchase?  That depends entirely on him turning the financial fortunes of the club around.  Which means more commercial aspects of the business, us paying more as fans, making more out of the media side, perhaps more pay TV channels to get all of our games livestreamed, not just the ones on Sky.  I’d be really interested to hear what he is thinking, not just as a fan but as an accountant/business adviser.

But one thing is absolutely clear reading through our accounts.  The financial gulf between lower Prem and upper Champ is HUGE.  It’s £50m per year, which is 80% of our entire wage bill for 20/21, and 100% of it for 22/23.  Football as a business has to do something about this.  I think that a Prem 2 is long overdue.  The Prem itself was a response to money having to be shared with the rest of the football league clubs, meaning that the premier teams got too small a share of it.  We’re there again, 30 years later.

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1 minute ago, essex canary said:

@nutty nigel

Now you are happy with fans paying more rather than being paid as TV extras?

I can't see where I posted that. If you used the quote facility would help me enormously...

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5 hours ago, GMF said:

Presumably the distributable reserves position would have to improve, becoming positive, before these dividends could also be paid?

This could be an interesting conundrum, especially if D&M decide that MA isn’t their man, and a redemption is required? Especially in the context of the C-preference shares total £10m, plus accrued dividends, whereas the comparable A-pref and B-pref dividends are £64,000 pa. 

Indeed. S&J would need to deliver a hitherto unknown performance level having learned the tricks of the trade from MA.

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