Re: Moore, Calvert & Watt in out in out shake it all about : Tue Dec 31, 2013 1:05 pm  

Northernrelic wrote:

...
But this transaction seems to be have been for directors to take a loan from the company in order to fund their purchase of shares as individuals from the existing shareholder

A loan from the Securities company, to be clear. I haven't read anything naming MM being in on this loan, just RW. But anyway, an individual/individuals take a loan from company C to fund purchase of shares in OKB from the owner of those shares. Seems straightforward so far.

Northernrelic wrote:

...- and in the circumstances as he was also hoping to be the recipient of said funds he was not likely to withhold his consent.

Do you then understand it to be the case then that OK acted with RW in getting this loan, secured on OKB assets? It would be odd if the majority shareholder knew nothing of his whole club being pledged, but then again wouldn't it be odd if he was an active party to this loan, that he didn't see to it that when the money came in, he got the cash in return for his signature? In those circumstances, I wouldn't expect the money to go direct to the Bulls - they were not, after all, the person or entity borrowing it, they would just be the security). Surely it would go via lawyers?

If the money did end up in a Bulls account, it was still the property of whoever borrowed it (RW? RW and MM?) so I would ask why would it go into a Bulls account unless it was going to go straight out again as part of the share sale deal - which plainly isn't what happened - seeing it was seemingly never Bulls money available to be used for Bulls expenditure?

I'm increasingly puzzled. I know that's not hard, but still.

Re: Moore, Calvert & Watt in out in out shake it all about : Tue Dec 31, 2013 1:08 pm  

M@islebugs wrote:

Sorry Northern, I've missed this. Where's this been reported/stated?

Just trying to answer FA's point on loans by companies to directors or granting shares as security. If approved by the shareholders then the directors can use the money as they see fit but would themselves become debtors to the company if the funds were loaned to them. This was how several premier league footballs clubs were purchased by leverage on the clubs themselves. I did say "seems" though it looks to tie up with some of RW's statements though those have a tendency to lack a certain precision shall we say. If you know the ropes you can put together big deals with very little starting capital.

Looking forward to the day when threads on the Bulls forum relate to well taken tries or good tackling stints

Re: Moore, Calvert & Watt in out in out shake it all about : Tue Dec 31, 2013 1:24 pm  

Ferocious Aardvark wrote:

A loan from the Securities company, to be clear. I haven't read anything naming MM being in on this loan, just RW. But anyway, an individual/individuals take a loan from company C to fund purchase of shares in OKB from the owner of those shares. Seems straightforward so far.

Do you then understand it to be the case then that OK acted with RW in getting this loan, secured on OKB assets? It would be odd if the majority shareholder knew nothing of his whole club being pledged, but then again wouldn't it be odd if he was an active party to this loan, that he didn't see to it that when the money came in, he got the cash in return for his signature? In those circumstances, I wouldn't expect the money to go direct to the Bulls - they were not, after all, the person or entity borrowing it, they would just be the security). Surely it would go via lawyers?

If the money did end up in a Bulls account, it was still the property of whoever borrowed it (RW? RW and MM?) so I would ask why would it go into a Bulls account unless it was going to go straight out again as part of the share sale deal - which plainly isn't what happened - seeing it was seemingly never Bulls money available to be used for Bulls expenditure?

I'm increasingly puzzled. I know that's not hard, but still.

I was saying that if properly approved by the shareholder/(s) a company could loan money to directors who can then use as they please. So a company can raise loan finance - and then use the funds to loan to directors, if the proper process was followed. But who knows if the various agreements being discussed were properly formalised, with legal advice at the time, or had this intent.

Just one other point Safeguard are a "security" company eg watchmen, guards etc rather than a "securities" finance company so providing loans isn't their usual line of business. If a company makes a loan to a company covered by a debenture you would expect the funds went into the companies accounts in the first instance.

[Bullseye]

Re: Moore, Calvert & Watt in out in out shake it all about : Tue Dec 31, 2013 1:34 pm  

Anyone fancy a pint?

Re: Moore, Calvert & Watt in out in out shake it all about : Tue Dec 31, 2013 1:35 pm  

Bullseye wrote:

Anyone fancy a pint?

Only if it comes with a few anadin. My head hurts.

Re: Moore, Calvert & Watt in out in out shake it all about : Tue Dec 31, 2013 1:37 pm  

FA, just to add a further bit of conjecture: If a supplier to the company such as the security company suddenly has a debenture as security for a loan, it may be that they have demanded it when they were told payment will be a few years time. This places them ahead of all the other unsecured trade creditors in the event of liquidation, and no cash changes hands, it structures and schedules the repayments. hence the 1 share that OK must have known was being transferred. The debenture would also place them ahead of OKs loans in the going pop scenario. one of the tight arsed accountants would simply do a transfer from trade creditors due within 1 year to loans due over whatever period of time, the net value on the balance sheet does not change, just the timing of it.

Tho £180 k for security?

Re: Moore, Calvert & Watt in out in out shake it all about : Tue Dec 31, 2013 1:43 pm  

Northernrelic wrote:

Just trying to answer FA's point on loans by companies to directors or granting shares as security. If approved by the shareholders then the directors can use the money as they see fit but would themselves become debtors to the company if the funds were loaned to them. This was how several premier league footballs clubs were purchased by leverage on the clubs themselves. I did say "seems" though it looks to tie up with some of RW's statements though those have a tendency to lack a certain precision shall we say. If you know the ropes you can put together big deals with very little starting capital.

Looking forward to the day when threads on the Bulls forum relate to well taken tries or good tackling stints

No, thanks, always helpful. Like yourself, FA and plenty of others, trying to pull what we actually 'know' from what's leeching onto the board as 'fact' is not a job for New Years Eve.

Re: Moore, Calvert & Watt in out in out shake it all about : Tue Dec 31, 2013 1:53 pm  

Northernrelic wrote:

I was saying that if properly approved by the shareholder/(s) a company could loan money to directors who can then use as they please. So a company can raise loan finance - and then use the funds to loan to directors, if the proper process was followed. But who knows if the various agreements being discussed were properly formalised, with legal advice at the time, or had this intent.

Just one other point Safeguard are a "security" company eg watchmen, guards etc rather than a "securities" finance company so providing loans isn't their usual line of business. If a company makes a loan to a company covered by a debenture you would expect the funds went into the companies accounts in the first instance.

I see. So there would be
a) a loan from Safeguard to OKBL, secured by a debenture;
b) incoming funds that hit OKBL account
c) then a loan by OKBL to a director / or directors. so the money goes out, to their personal accounts

Result:
* club owes Safeguard any money - its assets are the security for repayments;
* club is owed the amount of the loan it has given to the director/s (what sort of repayment terms would be normal for something like that?)
* director/s owe £x to OK personally for the agreed sale price of his shares.

That sound about right?

So, if (c) falls through, it stands to sense that the director/s have the money, and the obligation to personally meet the repayments to Safeguard. As I think we can assume that these repayments would never in a million years have been coming from the Bulls (which seems to be existing hand-to-mouth-to-fire-sale at the moment) then where did he/they plan to finance the repayments from, one wonders?

If the deal falls through, then why can't the director/s just give Safeguard its money back?

Given you say Safeguard isn't a securities company, where's the connection? Why would a security company suddenly make a loan to individual/s to enable the purchase of shares in a struggling sports club? Have we any clues? Is it another private company, where it seems the owners can basically do whatever they like?

And I don't remember the name of Safeguard being on the back of any jackets that I can recall at Odsal - would they be listed as a creditor in the accounts?

Re: Moore, Calvert & Watt in out in out shake it all about : Tue Dec 31, 2013 2:00 pm  

martinwildbull wrote:

FA, just to add a further bit of conjecture: If a supplier to the company such as the security company suddenly has a debenture as security for a loan, it may be that they have demanded it when they were told payment will be a few years time. This places them ahead of all the other unsecured trade creditors in the event of liquidation, and no cash changes hands, it structures and schedules the repayments. hence the 1 share that OK must have known was being transferred. The debenture would also place them ahead of OKs loans in the going pop scenario. one of the tight arsed accountants would simply do a transfer from trade creditors due within 1 year to loans due over whatever period of time, the net value on the balance sheet does not change, just the timing of it.

Tho £180 k for security?

Heheh well them's the sort of accounting shenanigans that are way above my head. The only question would be whether the "loan" was old money owed to the company or new money being borrowed putatively to enable a share buyout? As I said, the latter does seem a tad unusual activity for a security company, to someone unschooled in the finer arts of company finances.

Re: Moore, Calvert & Watt in out in out shake it all about : Tue Dec 31, 2013 2:13 pm  

Ferocious Aardvark wrote:

I see. So there would be
a) a loan from Safeguard to OKBL, secured by a debenture;
b) incoming funds that hit OKBL account
c) then a loan by OKBL to a director / or directors. so the money goes out, to their personal accounts

Result:
* club owes Safeguard any money - its assets are the security for repayments;
* club is owed the amount of the loan it has given to the director/s (what sort of repayment terms would be normal for something like that?)
* director/s owe £x to OK personally for the agreed sale price of his shares.

That sound about right?

So, if (c) falls through, it stands to sense that the director/s have the money, and the obligation to personally meet the repayments to Safeguard. As I think we can assume that these repayments would never in a million years have been coming from the Bulls (which seems to be existing hand-to-mouth-to-fire-sale at the moment) then where did he/they plan to finance the repayments from, one wonders?

If the deal falls through, then why can't the director/s just give Safeguard its money back?

Given you say Safeguard isn't a securities company, where's the connection? Why would a security company suddenly make a loan to individual/s to enable the purchase of shares in a struggling sports club? Have we any clues? Is it another private company, where it seems the owners can basically do whatever they like?

And I don't remember the name of Safeguard being on the back of any jackets that I can recall at Odsal - would they be listed as a creditor in the accounts?

For those wondering-: HMRC... There is no statutory definition of debenture. Therefore, it has its ordinary meaning which is "acknowledgement of debt".Nearly all debentures issued in exchange for shares and debentures will be securities within the meaning of TCGA92/S132 (3)(b). See CG53420+ and CG55015 for instructions on the definition of security. If the debenture is not a security the treatment depends upon whether it was issued before or after 16 March 1993.