oldskyblue58
CCFC Finance Director
The JR regarding the sale could be interesting. We might get to find out a time line of the sale, who approached who etc.
As for the price you can see the route SISU will take. They will point to the figures being thrown around when they expressed an interest (£10m for Higgs share via the formula, whatever silly amount it was for the matchday revenues), then show that against the sale price and then what Wasps claimed the lease to be worth a matter of weeks later.
Appreciate the value of ACL and the value of the lease aren't the same thing but it will still need to be shown how a company with an asset worth, was it £40m?, in Wasps prospectus was with under £6m. And of course why the original 50 year lease and the extension given to Wasps differ so greatly in price.
Getting the timeline out in the open will certainly be interesting. However it will achieve what exactly? It wont change the deal that was done. It will however entrench opinions but it is better that it is out in the open. It will of course create lots of debate on here. In reality it will confirm that negotiations were going on in secret and that a deal was done that brought Wasps here and all but ended CCFC aspirations of owning even part of the stadium - we know that already don't we?
The valuation. Well yes they can point to certain figures that had been bandied around several years before. Doesn't really carry much weight in the value and method of valuation at 08/10/14. They could point to the Higgs formula but that was for the Higgs not CCC shares (which are the ones under dispute in JR2) but the formula was never used, indeed the Charity negotiated with SISU outside of the formula at a lower value. Those negotiations failed partly on value with SISU suggesting their final offer in October 2012 was £2m - AEHC rejected out of hand. The £24m was not a formal offer to sell but a corridor conversation between two people who didn't actually have the authority to make that agreement nor was it about the shares. SISU or TF have themselves publically said they wouldn't do the Wasps deal because it was over valued. In deed the JR1 & Higgs case were in part pointing to ACL having no value and being worthless now JR2 is saying ACL was undervalued and worth much more? Hardly helps the SISU case for them to have two contradicting opinions on the valuation of the same thing
The key to remember is that the shares were valued as the situation for ACL existed at 08/10/14. Who was buying is not relevant. How it was valued previously or not is nothing but back ground and doesn't actually impart on the methodology at 08/10/14. How much control is relevant, the state of the cash flow would be relevant, the need for renovation or investment would all be relevant in the share value at 08/10/14 - all factors that could discount the price. It is the CCC sale that is under scrutiny here not the sale by the Charity. In legal terms it isn't even about the value of ACL but the value of CCC's interest in ACL two very different things
The audited financial statements filed on public record at Companies House and approved by the various shareholders indicate net asset values in the years to 31/05/14 not greatly different to what was paid. Was there added value because of on going income contracts or goodwill? The sponsorships were running out, the various leases were short but capable of being renewed. The stadium had no anchor tenant only a debt laden high risk previously delinquent day renting football club with a 2+2 year contract. That same day rent client was also saying we are not staying. Hardly a good covenant
The valuation at 08/10/14 of ACL would be on the basis of what was - ie no long term sporting tenant - There was exhibition etc income streams and certain rental streams but a major chunk of footfall could not be relied upon. Even so the Short term lease (anything under 50 yrs is short term) that ACL had acquired was still in the ACL accounts at £18m. The value of ACL of course is not just the value of the lease, there are other assets and of course you must include all liabilities. The long 250 year lease did not exist at 08/10/14 so has no bearing on the valuation of the original lease or ACL at that date.
CCC will be able to argue that the sale was intended to bring other benefits. Employment, bring in revenue, an element of development, raise the City of Coventry profile in a positive way, add to the sporting development of the city and its residents all things like it or not that have happened or are planned in the near future. Sale value does not have to be in £ sterling
But the Wasps valued it several months later at £48.5m - that's the lease not ACL To be clear both the extension and the original head lease still exist and are charged to the bond issue. The head lease and the extension though obviously related are separate and quite different assets. The head lease is not in valuation terms similar to having the freehold interest, the extension because of its duration clearly is. The problem is that the extension came in to existence 29/01/15 when there was a key sporting long term tenant. Yes Wasps Holdings is the rugby club and own ACL but in law ACL ltd and ACL 2006 Ltd are separate legal entities and it is those two companies that actually own/control the lease from CCC - Wasps are a tenant of ACL. That tenancy has value, long term value. It is that long term commitment that gives the premium in the hands of Wasps. It would have been the same thought process had CCFC got such a deal - arguable whether it would have been worth similar though with the club in L1 - Wasps presently (like it or not) can attract bigger names to contribute to income streams at this time
When we compare the long lease at £48.5m then it is not against the value of the shares in ACL purchased but against the short term lease that existed and was valued at £18m. Add to that £18m the £1m purchase of extension and the uplift is £29m not an uplift from £5.54m (share purchase cost) to £48.5m. It is by no means unusual that the value of an asset is in one persons hands is worth more than being in someone elses.
How did CCC value the lease extension. That we do not know yet. But as I explained earlier there was no open market for the grant of the extension. There was only one company that could obtain that extension - ACL. There were no annual rents to receive on the head lease because ACL had paid a one off premium when it took control. That means unless ACL went bust then for 40 years plus CCC could not remove ACL from the site. Is £1m enough in value to CCC we will have to wait see but to be honest the professional valuation opinion to support the bond issue for Wasps 23 April 2015 is not really relevant to how CCC arrived at their valuation 29/01/15.
Look at this way the extension to CCC is valued on what the freeholder CCC can actually earn from it - maybe a ground rent. The value of the lease to Wasps is also based on what they can earn from it - Turnover
Did CCC have to offer on the open market. Had it been land & property on sale at 08/10/14 then perhaps but not definitely. But this is the sale of shares. Did CCC legally have to approach CCFC with the same or similar offer - I can not find anything that says they had to. The Charity had of course granted CCFC ltd an option on their shares and had to make CCFC aware of the Wasps bid - there was no such contract on the CCC shares. Add to that the fact that CCFC were a day renter of the stadium bowl at the time having previously broken and severed all other legal arrangements there then that weakens the CCFC claim to be offered the same legally further. Yes I know the moral case, yes I know the historical claims, yes I know it should have been ours but this is focussed because of the actions of the parties wholly in legals
Given the processes that will have been done, the legal assessments, the analysis of risk of challenge by SISU etc then I doubt CCC have anything other than a strong case for what they have done. None of us like how it has ended up for CCFC but I think the likelihood of SISU succeeding in this JR2 challenge is remote. Lets be honest they are not doing any of this primarily for CCFC and its fans now are they?
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