OSB: What does this mean? (1 Viewer)

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Diehard Si

Diehard Si

New Member
Without going through the Memorandum in detail, I do find it stange that it is dated 2011 and was only filed today.
 
Grendel

Grendel

Well-Known Member
It's trying to say the company is only responsible for the non playing side of the business.
 
R

RPHunt

New Member
Grendel said:
It's trying to say the company is only responsible for the non playing side of the business.
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Have you read it? It says exactly the opposite.

This is presumably the administrator tidying up things that should have been done by the directors.
 
duffer

duffer

Well-Known Member
Forgive me for jumping on OSB's toes, but this is a Memorandum & Articles of Association - normally what you establish when first setting up a limited company, in basic terms explaining what the Company is going to do. This looks like an alteration or addition to the original articles, which was done by a 'special resolution' in December 2011.

Not being familiar with the original articles, I don't know what's changed - but fundamentally you can see that CCFC Ltd is set up as 'the club'.

2(b) "to carry on business operating and managing a football club"... "to employ football players"

2(i) "To become a member of" the FA and Football League.

In essence, I wonder if this is a document that should have already been in the public domain, that the Administrator has obliged the club to publish.

Looking through the Companies House website, I can see that only other change to the Articles was in May 2008, and they were originally set up with the establishment of CCFC Ltd in 1995.

Don't know if it means anything as and in itself, but I suspect this might be part of the process of unravelling what's gone on with the club.
 
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Mary_Mungo_Midge

Mary_Mungo_Midge

Well-Known Member
Mmmm. Quick look. It's the document that engrosses the nature of the limited company's relationship with the outside world. I wonder of the administrator has filed it?

What's of interest is on page 4. It states that the company should employ football players, maintain a team and play league football. I'll read more...

It seems to go against that which is asserted to be now handled by 'Holdings'?!?
 
James Smith

James Smith

Well-Known Member
Grendel said:
It's trying to say the company is only responsible for the non playing side of the business.
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Could you point to where it says this in the document please.
 
Grendel

Grendel

Well-Known Member
RPHunt said:
Have you read it? It says exactly the opposite.

This is presumably the administrator tidying up things that should have been done by the directors.
Click to expand...

Sadly I only read the first page of the sub clauses My phone is not downloading the rest.
 
J

Jack Griffin

Guest
This change may simply be due to changes in company law
http://www.companieshouse.gov.uk/infoAndGuide/faq/articlesOfAssociation.shtml

Q. How do these changes affect an existing company?
A. New Table A does not affect existing companies unless they choose to adopt it. Existing companies can choose to amend their current articles of association, by special resolution, to bring them in line with changes in the law as expressed in the revised Table A.

http://www.companieshouse.gov.uk/about/tableA/

On the other hand, I reckon the change has some purpose.. can't be that simple.
 
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Mary_Mungo_Midge

Mary_Mungo_Midge

Well-Known Member
Page 10 going onto 11 seems to say that the provisions of the document can't be altered without the written permission of the Football Association; and this being due 14 days before the event that gives rise to the change.

So, Fisher's either got said letter from the FA, or this appears a damning document....
 
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oldskyblue58

oldskyblue58

CCFC Finance Director
The memorandum & articles of any company are the general rules under wich the company operates BSB. It says what legal proceedures are and what the aims of the company are. It seems that in December 2011 they changed the memorandum & articles and strangely it has taken until now to file. There appear to have been a number of changes to those documents over the years predating SISU


The last change before SISU came in seems to list the principal activities of CCFC Ltd as (1)to acquire from its parent company "The Coventry City Football Club Ltd " as a going concern the business of its playing activities of that company and to carry on such business under the name of "Coventry City Football Club"...... then (2) managaging the club etc

Clearly when it became two companies (limited and Holdings) the trade (running a football club) was in CCFC Limited

First change under SISU was filed by Igwy may 2008. That listed the first activity as owning stadia etc then second running a football club

these new ones at first glance seem to be the same as the ones Igwy filed ..... but I havent gone through word for word.

It would seem to me an attempt to prove that the principle activity of the company was owning stadia as far back as december 2011. Doesnt really matter though because article 2 is listed as running a football club and all articles carry equal weight in law

In addition I checked the Company House register for the football League - it clearly lists Coventry City Football Club Limited as its member owning one share as of 23/06/12


edit ....... there is a difference between the two article 6

2008 Directors had discretion to transfer shares to whoever

2011 Directors do not have that discretion if it has been charged (which the shares have to ARVO) the body owning the charge then has absolute discretion. I am not sure how this is affected by an administrator being appointed
 
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Grendel

Grendel

Well-Known Member
mattylad

mattylad

Member
Mary_Mungo_Midge said:
Ooh. Look at '2i'. Golden Share, Golden Share; wherefore art thou Golden Share? I think there's a big clue here....
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Looks more like a golden bullet to me although it is signed by CCFC holdings and you will also see that in 2n,o, p and q it could be intrepreted to support the SISU stand point.
 
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duffer

duffer

Well-Known Member
Mary_Mungo_Midge said:
Has Joy forgotten to pay your bill again? ;)
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In fairness those mobile phone contracts are an outrage. I think the best solution is to not pay anything for nine months, and then when challenged with court action threaten to set up your own mobile phone company. That'll teach 'em. ;)
 
B

Brighton Sky Blue

Well-Known Member
oldskyblue58 said:
The memorandum & articles of any company are the general rules under wich the company operates BSB. It says what legal proceedures are and what the aims of the company are. It seems that in December 2011 they changed the memorandum & articles and strangely it has taken until now to file. There appear to have been a number of changes to those documents over the years predating SISU


The last change before SISU came in seems to list the principal activities of CCFC Ltd as (1)to acquire from its parent company "The Coventry City Football Club Ltd " as a going concern the business of its playing activities of that company and to carry on such business under the name of "Coventry City Football Club"...... then (2) managaging the club etc

Clearly when it became two companies (limited and Holdings) the trade (running a football club) was in CCFC Limited

First change under SISU was filed by Igwy may 2008. That listed the first activity as owning stadia etc then second running a football club

these new ones at first glance seem to be the same as the ones Igwy filed ..... but I havent gone through word for word.

It would seem to me an attempt to prove that the principle activity of the company was owning stadia as far back as december 2011. Doesnt really matter though because article 2 is listed as running a football club and all articles carry equal weight in law

In addition I checked the Company House register for the football League - it clearly lists Coventry City Football Club Limited as its member owning one share as of 23/06/12
Click to expand...

Excellent, cheers :) An awful lot of language in there I'm not familiar with but I would have to assume that the administrator has dug it out.
 
Mary_Mungo_Midge

Mary_Mungo_Midge

Well-Known Member
duffer said:
In fairness those mobile phone contracts are an outrage. I think the best solution is to not pay anything for nine months, and then when challenged with court action threaten to set up your own mobile phone company. That'll teach 'em. ;)
Click to expand...

Wise words. And then, if your service provider capitulates and gives you a reduced line rental, then claim you deserve a share of their canteen takings to boot :p
 
Grendel

Grendel

Well-Known Member
Mary_Mungo_Midge said:
Has Joy forgotten to pay your bill again? ;)
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She said she can't afford it. She has told me I can take Tim's. Unfortunately Tim seems to have gone to ground.
 
Mary_Mungo_Midge

Mary_Mungo_Midge

Well-Known Member
Grendel said:
She said she can't afford it. She has told me I can take Tim's. Unfortunately Tim seems to have gone to ground.
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Is there a food festival on anywhere? Maybe he's simply distracted by pastry-products?

Let me guess, the phone contracts were with 'Limited' and the phones have been moved to 'Holdings'? And no-one knows who's responsible. I'd get onto Paul Appleton and get him to add it to his list...
 
B

Brighton Sky Blue

Well-Known Member
Grendel said:
She said she can't afford it. She has told me I can take Tim's. Unfortunately Tim seems to have gone to ground.
Click to expand...

It's probably been put in one of those boxes when they cleared out the club shop. Buried in there with thousands of unsold 'Bell 7' shirts from over the years.
 
oldskyblue58

oldskyblue58

CCFC Finance Director
so to summarise

Coventry City Football Club is run by The Coventry City Football Club Limited since 1907

Coventry City Football Club Limited formed 16/05/95

Coventry City Football Club Limited owned the football club since 1996 when under the articles it acquired the trade

The Coventry City Football Club Ltd changed its name to Coventry City FC Holdings ltd transferred the trade of being a club to CCFC Ltd in 1996. CCFC Holdings Ltd owns CCFC Ltd

This was still the case when SISU took over in Feb 2008

May 2008 SISU changed the articles to list the operation of stadia first - signed off by onye

then 2011 the resolution (seemingly the same one) was passed again by onye but not filed

April 2012 CCFC Ltd stops paying rent

23rd June 2012 CCFC Limited is listed at company house as being a shareholder in the Football League

June 2012 Talks stall regarding purchase of A E Higgs Charity 50% in ACL

August 2012 ACL get judgement for non payment against CCFC Ltd (unchallenged)

December 2012 ACL get statutory demand against CCFC Ltd (unchallenged)

December 2012 TF is highlighting ACL as a poor business very vulnerable because of its debt

January 2013 ACL refinances with central govt loan money channelled through CCC - repayable in full

29/01/13 ACL's final offer to CCFC/SISU rejected by SISU

February Third party debt orders issued against CCFC bank, Cardnet, Huddersfield TFC, Football League etc

28/02/13 CCFC and the rest of the group fail to file accounts at Company House

01/03/13 Club get transfer embargo imposed

Start of March TF indicates that CCFC in crisis and only alternative could be insolvent admninistration within days

End of march CCFC Ltd issued with petition for administration from ACL

SISU via their related fund ARVO place CCFC Ltd in to Administration ahead of any case by ACL (their case is cancelled/withdrawn)

Administrator appointed to CCFC Ltd, as proposed by ARVO (of which Seppala is a director)

Becomes apparent that the Golden share is with CCFC Ltd (at least historically up to 23/06/12) not CCFC Holdings ltd. Unclear if has been transferred subsequently

After consideration FL deducts club 10 points.

Resolution dated 2011 filed at Company House April 2013


did i miss anything ?
 
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James Smith

James Smith

Well-Known Member
Mary_Mungo_Midge said:
Is there a food festival on anywhere? Maybe he's simply distracted by pastry-products?

Let me guess, the phone contracts were with 'Limited' and the phones have been moved to 'Holdings'? And no-one knows who's responsible. I'd get onto Paul Appleton and get him to add it to his list...
Click to expand...
I was worried we were talking 6 feet under the ground for a second.
 
Mary_Mungo_Midge

Mary_Mungo_Midge

Well-Known Member
mattylad said:
Looks more like a golden bullet to me although it is signed by CCFC holdings and you will also see that in 2 n,o, p and q it could be interpreted to support the SISU stand point.
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Interesting. I don't see anything at 2 n,o,p and q that would prejudice the balance of the important fare; specifically at points 2 b and i. And as OSB58 states, the location of the Golden Share seems to be pretty certain as of 23/06/12.

As for 'Holdings' signing it; well, yes - interesting. That stated, this is the M&A's for 'Limited', and if it's signed by an official of 'Holdings' it would appear to represent a document by someone empowered by Holdings to 'sign' acknowledging the various functions of 'Limited'. And thereby making the demarcation of responsibilities, and the role of the Limited company absolutely clear.

Except they appear to want it to say something different now... :whistle:
 
oldskyblue58

oldskyblue58

CCFC Finance Director
Actually the signature is onye igwy's on behalf of the owners of CCFC Ltd which is CCFC Holdings Ltd
 
B

Brighton Sky Blue

Well-Known Member
Mary_Mungo_Midge said:
Is there a food festival on anywhere? Maybe he's simply distracted by pastry-products?

Let me guess, the phone contracts were with 'Limited' and the phones have been moved to 'Holdings'? And no-one knows who's responsible. I'd get onto Paul Appleton and get him to add it to his list...
Click to expand...

If said pastries came fresh from the 3M Bakery (a non operating subsidiary of 3M Delectables Ltd), I'd say it's a certainty.
 
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