OSB: What does this mean? (1 Viewer)

[Brighton Sky Blue]

I think he's strayed north of the border to sate his pastry-demands, dear chap:

https://www.facebook.com/pages/FAT-BASTARDS-PIE-EATING-CLUB-SCOTLAND/261382858077

I won't ask how you found that.

 

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[Bluegloucester]

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.

We need to look at the 2008 amendment, I cannot believe that the 2011 amendment states the old act (1985).

 

[sky blue zam]

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 ?

can we get punished more for this?

 

[oldskyblue58]

can we get punished more for this?

all up in the air at the moment sbz ........ if the administrator came across any wrong doing he has a duty to report it to the League as well as Companies House, it could even lead to more serious investigations ..... or there could be nothing to report to regulators etc ...... am not saying he will find anything wrong- just to be clear ................... in which case nothing to worry about in that respect

Any breaches of League rules could incur penalties but thats up to the League

only time will tell...... we just dont know what has and hasnt been done at this stage

 

[SkyblueBri]

all up in the air at the moment sbz ........ if the administrator came across any wrong doing he has a duty to report it to the League as well as Companies House, it could even lead to more serious investigations ..... or there could be nothing to report to regulators etc ...... am not saying he will find anything wrong- just to be clear ................... in which case nothing to worry about in that respect

Any breaches of League rules could incur penalties but thats up to the League

only time will tell...... we just dont know what has and hasnt been done at this stage

The more I read on this subject the more worried I get.

 

[Tonylinc]

The more I read the more confused I get and I'm a bloody lawyer!(not in Company law I might add) BUT it worries me that all this shit just might mean that they will throw not only the book but the whole cyclopaedia at us!

 

[peekingtom]

They must be confident to appeal the deduction today, maybe this document proves something .

 

[dongonzalos]

Yes I have now downloaded it. I guess the real question is who lodged these articles of association now and with what purpose.

You yourself suggested the administrator is now calling the shots.

Maybe it is what a normal business would post as oppose to one always hiding stuff

 

[CCFCSteve]

I'm still not 100% sure what has gone on. If I was the administrator the questions (ones of many) I would ask are:

Have the directors of CCFC/CCFC Holdings attempted to move assets (ie golden share and player reg's) in the lead up the the insolvency ?
What consideration was paid for these assets ? Nothing as far as I can see.
Could this be considered as attempting to put assets beyond reach of creditors (ie ACL) ?

If and as indicated above this is still an "if" something underhand has gone on, the directors could be in trouble. Even if assets were moved, these transactions could potentially be reversed if there are question marks over the above.

What the football league makes of all this remains to be seen. I guess they wont be amused

 

[Tonylinc]

I'm still not 100% sure what has gone on. If I was the administrator the questions (ones of many) I would ask are:

Have the directors of CCFC/CCFC Holdings attempted to move assets (ie golden share and player reg's) in the lead up the the insolvency ?
What consideration was paid for these assets ? Nothing as far as I can see.
Could this be considered as attempting to put assets beyond reach of creditors (ie ACL) ?

If and as indicated above this is still an "if" something underhand has gone on, the directors could be in trouble. Even if assets were moved, these transactions could potentially be reversed if there are question marks over the above.

What the football league makes of all this remains to be seen. I guess they wont be amused

These are all good questions my friend and ones which have been in my mind for some time.

 

[Brighton Sky Blue]

I'm still not 100% sure what has gone on. If I was the administrator the questions (ones of many) I would ask are:

Have the directors of CCFC/CCFC Holdings attempted to move assets (ie golden share and player reg's) in the lead up the the insolvency ?
What consideration was paid for these assets ? Nothing as far as I can see.
Could this be considered as attempting to put assets beyond reach of creditors (ie ACL) ?

If and as indicated above this is still an "if" something underhand has gone on, the directors could be in trouble. Even if assets were moved, these transactions could potentially be reversed if there are question marks over the above.

What the football league makes of all this remains to be seen. I guess they wont be amused

It still has me a little appalled that the people truly responsible for this debacle will likely get off scot free for their (at best) incompetence and (at worst) deceit, while we have to stand by and watch our club get more humiliation by the day. It's not right.

 

[Garry G]

Something is rotten in the city of Coventry!!

 

[SkyblueBazza]

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 ?

Yeah...I just farted

 

[Skybluesquirrel]

The one thing on there that looks odd to me is on page 9 - shares taken by Combined Nominees Ltd and Combined Secretarial Services Ltd.

Ive never seen these names on any of the financial reports before now. CCFC Holdings owned 100% of CCFC Ltd according to the last submitted accounts in May 2011, before this was agreed.

 

[Skybluesquirrel]

The one thing on there that looks odd to me is on page 9 - shares taken by Combined Nominees Ltd and Combined Secretarial Services Ltd.

Ive never seen these names on any of the financial reports before now. CCFC Holdings owned 100% of CCFC Ltd according to the last submitted accounts in May 2011, before this was agreed.

Thinking about it - if this is a change of shareholding, it should have been included in the last submitted accounts, as they were signed of in June 2012, AFTER these memorandum changes were agreed and signed off.

 

[Brighton Sky Blue]

Thinking about it - if this is a change of shareholding, it should have been included in the last submitted accounts, as they were signed of in June 2012, AFTER these memorandum changes were agreed and signed off.

It's just odd that it's been kept quiet until now after so long. Could well be a reasonable explanation but it does raise more questions than answers.

 

[Jack Griffin]

Combined Secretarial Services Ltd - Dissolved 30/04/2008
Combined Nominees Ltd Dissolved 16/04/2008

 

[Skybluesquirrel]

Actually, just noticed that the part about combined secretaries is dated 1 Jan 1995, so ignore the previous posts...

 

[grego_gee]

Actually, just noticed that the part about combined secretaries is dated 1 Jan 1995, so ignore the previous posts...

I think it all dates from 1995 except the first 2 pages - I don't see the 2011 printed document (part marked with an "A") it appears to be missing. is it an error?

In addition to the above document (filed on 28/3/13) they later (4/4/13) filed a change of registered office away from the Ricoh.

imp:

 

[Paxman II]

...and the plot thickens. Time for Steven Spielberg.

 

[SkyblueBazza]

Is this a case of welcome to the murky world of business? do all organisations twist & turn this way? & why does the system happily permit & even accommodate such people & practices?
To a simple boy like me it all appears underhand. Maybe there is a good intent behind some or all of these actions to protect assets & staff for us the fans...or it in nothing more a design to deceive someone somewhere into think that they & theirs (generally something provided) are safe only to see it all magicked away from under their noses???
Bring back the simple life!

 

[SkyBlueBlood]

It looks to me like a dagger straight through the heart of SISU and more specifically their appeal.

 

[oldskyblue58]

The one thing on there that looks odd to me is on page 9 - shares taken by Combined Nominees Ltd and Combined Secretarial Services Ltd.

Ive never seen these names on any of the financial reports before now. CCFC Holdings owned 100% of CCFC Ltd according to the last submitted accounts in May 2011, before this was agreed.

No real mystery or intrigue. The memorandum & articles lists the subscribers or owners of the first shares issued in the company. This is usually a company formation agency who when they form the company have the original shares in 1995. These are then immediately transferred to the new owners CCFCH . You had to have under old company acts 2 shares issued to form a company. These were transfered from the company formation agents to CCFCH who then increased the shares in issue to 100 by issueing 98 more to themselves. The formation agents will not show up on any recent accounts and there is no reason for them to

Hope that explains things, there is nothing unusual or underhand in what was done

 

[grego_gee]

No real mystery or intrigue. The memorandum & articles lists the subscribers or owners of the first shares issued in the company. This is usually a company formation agency who when they form the company have the original shares in 1995. These are then immediately transferred to the new owners CCFCH . You had to have under old company acts 2 shares issued to form a company. These were transfered from the company formation agents to CCFCH who then increased the shares in issue to 100 by issueing 98 more to themselves. The formation agents will not show up on any recent accounts and there is no reason for them to

Hope that explains things, there is nothing unusual or underhand in what was done

So what has changed over the 1995 artcles?

imp: