Please see the below the following questions sent to Mr Appleton today by the Sky Blue Trust which relate to the findings in the interim report issued on May 15th and as a result of the trust's meeting with Mr Appleton on May16th.
“Golden Share”
1) There is evidence in the public domain that indicates the golden share is owned by CCFC Ltd and has done continually since 1996 (eg the annual returns of the Football League, the League hand book, the statutory accounts etc). What evidence is there that rebuts this paperwork? Please provide full details
2) What is the detailed basis of CCFC H claim to beneficial ownership? Why is that basis valid?
3) Do Football League regulations and Company Articles permit beneficial or third party ownership?
4) Have you actually seen the “golden share”, and what name is on the document?
Statutory Accounts & Financial records
1) Has there been a change in nature of the trade that is CCFC Ltd since 1995 and if so when?
2) In the last 18 years there have been two different firms of accountants acting as auditors both signing off that CCFC ltd was the professional football club. It is claimed that CCFC Ltd is a non trading property subsidiary, how is it two different auditors have failed to spot something so fundamental to their opinion?
3) Since 1995 various Boards of directors, including the current director, have signed off the accounts they have a statutory responsibility for under the Companies Acts, on the basis that clearly shows the football club trade is in CCFC Ltd. Surely to do that then they must agree their understanding as to the status of the company. In addition there is a clear statement in the financial statements stating that under company law directors must not approve financial statements unless they are satisfied they give a true and fair view of the state of affairs of the company. Were they all wrong?
4) Note 1 Going Concern in Financial Statements to 31/05/11 indicates that the directors had prepared plans to at least 19/06/13 to establish that CCFC Ltd was a going concern as a trading company. It refers to Rent, Payroll, Overheads, Player dealing etc for CCFC Ltd specifically. Was that statement incorrect at 19/06/12?
5) Does CCFC Ltd have its own bank account and is it active regularly? What is the nature of the transactions in that account and have those transactions or their frequency changed in the last 10 years?
6) Does the club use the CCFC H bank account for administrative ease?
7) The Memorandum & Articles filed 14/11/1996 clearly state that CCFC Ltd was set up to acquire the trade of The Coventry City Football Club Limited and to trade as Coventry City Football Club, and yet it is asserted the football club trade has always been in CCFC H that appears contradictory why?
8) Clearly for the auditors to sign off the 31/05/11 accounts on 20/06/12 they would need to have been aware of any changes in the nature of trade for CCFC Ltd. That change would be fundamental to anyone relying on the CCFC Ltd accounts, why was there no disclosure made by the directors in the financial statements to 31/05/11 signed off by them 19/06/12?
9) If CCFC Ltd is a non trading property subsidiary with only a liability to pay 1.3m in rent/licence payments with no income how does it have a turnover of 9m, costs of 12m and losses of 3m in year to 31/05/12 and similar in previous years? How has it needed to accumulate such high levels of debt?
10) Why did the due diligence on acquisition by SISU fail to identify the apparent change in nature of CCFC Ltd that is contradicted by the published financial statements?
Player Contracts & Registrations
1) In which company are the player contracts? Have those contracts always been in that company if not when did that change?
2) In which company are the player registrations? If different to the player contracts how is that possible given that to have a contract to play in the Football League the player must be registered?
3) If the playing staff are in CCFC H please explain the disclosures relating to playing staff in the 2011 CCFC Ltd accounts (notes 1, 5, 15, 17, 18, 20)
4) Have the Football League been properly informed of any changes in the prescribed manner and at the correct time?
5) If player contracts have been separated from the registrations when did this happen and were the Football League made fully aware of the circumstances
6) Clearly the financial statements signed by the directors and independently audited up to and including signature 19/06/12 show player transactions, numbers, pension, wage costs etc as fundamental items to the CCFC Ltd operation. How is it concluded that CCFC Ltd was not the operational entity of the professional football club? In deed the administration report appears to indicate this was still the case for accounts to 31/05/12 yet to be audited
7) If there is a case for the player contracts being assets of CCFC Ltd why are CCFC Holdings Ltd being allowed to terminate certain contracts?
Lease & Licence
1) The lease & licence is agreed as in the name of CCFC Ltd then why has it been disclosed in the accounts of CCFC H (notes 2, 12, 19 of CCFC H accounts 2011)
2) If it is because CCFC H has paid the rent from its bank account in the same way as say the golden share/league fees then is the beneficial interest in the Lease & licence actually CCFC H using the same principle?
3) If the nature of CCFC ltd has changed at any time since 2005 was the landlord ever notified so that they could assess the risk to their finances?
4) As it is now asserted that CCFC Ltd was purely a non trading property subsidiary was this made clear in the rental negotiations in the interests of full disclosure to enable ACL to properly assess the needs of the club, if not why not?
5) Why has the balance due on the remainder of the lease/licence (42 years) not been included in the list of creditors on the administration statement?
Group Debt and Loans
1) The last published accounts showed debts to other group entities at £52.2m and no debt to ARVO. The administration report under two years later now shows 59.2m and 10.2m respectively. An increase of 17.2m. Why?
2) Amounts disclosed as loans from SISU capital and ARVO in the SBS&L accounts total 29m and 2m respectively. Yet the amount owed by CCFC Ltd at that date totalled 52.2m at the same date. Can you explain the apparent discrepancy?
3) Do the loans outstanding to CCFC H, SBS&L and ARVO represent only cash advanced to CCFC Ltd ?
4) Did CCFC Ltd benefit from the deal to discount the liabilities taken over by SISU when they acquired the group? If not why not?
5) Why is the inter group amount between CCFC H and CCFC Ltd written off in the accounts of CCFC H but not in the accounts of CCFC Ltd?
6) If the trade and/or assets (including player contracts) have been transferred from CCFC Ltd to CCFCH has CCFC Ltd been credited with the full value of those transfers?
7) Do any amounts outstanding to CCFCH pre date the SISU takeover?
8) From the administration report there is disclosed a loss of 3.2m which equates to the increase in deficit on the balance sheet to 31/05/12. That deficit then increases by a further 12m from 01/06/12 to 15/05/13. Please explain this increase in losses and debt in 9 months
ARVO Charge
1) Have any funds ever been paid directly to CCFC Ltd by ARVO if so how much?
2) If the funds were not paid directly were they paid into CCFCH first?
3) If 2) above is correct then why is the liability CCFC Ltd’s?
4) Further if the money went to CCFCH first then CCFC Ltd, that would increase the inter company debt between the two and the ARVO claim is a double claim for the same amount can you clarify this?
5) How much of what is owed to ARVO is interest rolled up and how much is capital? Are there penalties for non payment included? What is the rate of interest?
6) There are two charges listed at Company House for CCFC Ltd, the ARVO one is the latest. Given the values and debt involved how can the same assets sensibly be charged by two parties at the same time?
Other Matters
1) Have you had access to all company/directors minutes since 1995?
2) What is the purpose of Otium Entertainments Group Limited? It is currently under notice to be struck off the Company House register.
3) Given the apparent “errors” in the financial statements what actions do you propose to take in respect of (a) directors (b) shadow directors (c) auditors
4) It is understood that the option to purchase 50% of the ACL shares from the Alan Edward Higgs Charity is and can only be held by CCFC Ltd. Can you therefore explain why it was disclosed in the 2008 financial statements as purchased by SBS&L for £1m and who that £1m was paid to?
5) Were the loans from MR Robinson & McGinnity etc and assigned to SBS&L in February 2008 ever actually paid?
6) Did the debts February 2008 taken over include a contingent liability to pay Mr Robinson & McGinnity £6m on promotion to the Premiership by 2013?
7) Please clarify the approach to Football League, HMRC and Company House, considering the potentially numerous incorrect declarations that have been made?
8) How do you feel able to express opinions etc in respect of the club and/or CCFCH when you are appointed as an administrator of a non trading non football property subsidiary only?
9) Please explain why payment from a particular bank account proves beneficial ownership for some things but not others? Or why banking another entities income brings about beneficial ownership? Surely it is who has the liability to pay or the name on the contract that takes prime importance. The payment is an internal accounting matter. Or who is due the income that is important. If “Coventry City Football Club” is simply quoted that proves nothing for either company.
10) If the whole basis of the accounts is incorrect in that CCFC Ltd never traded then how will this be rectified?
11) Again if the whole basis of the accounts filed is incorrect then creditors including ACL and others have relied on that information and could potentially have a claim against directors, shadow directors and others. Would you agree?
References
- Financial statements Coventry City Football Club Ltd 1995 to 2011
- Financial statements Coventry City Football Club Holdings Ltd 1995 to 2011
- Financial statements Sky Blue Sports & Leisure Limited 2008 to 2011
- Football League hand book 2012/13
- Football League Company House annual return 2008
- Memorandum & Articles Coventry City Football Club Limited filed 16/05/95 amended 19/09/95, 08/03/96, 14/11/96, 06/06/08, 28/03/13
- Administrators report 15/05/13
- Company House entries for CCFC Ltd.
- Company House entries for CCFC H Ltd
- Company House entries for SBS&L Ltd
- Company House entries for Otium Entertainment Group Limited
- Company House entries for The Football League.
- Football League regulations and company Articles