Accies takeover bid

[porcupine]

What's the £680,000 you refer to, TT? Is it the scam money, because STV reported it as £989,000?

TT is pretty close with his original figure. The Auditors of Hamilton Academical Football Club Ltd's Accounts @ June 2018 show a figure of £697257. Auditors quote about the vishing scam "This cannot be verified to any third party documentation".

How any person(s)would bid for, and do due diligence on, a set-up of four companies all intertwined and linked, is beyond most people. That's Edencrest Ltd, Deeka Ltd, HAFC Stadium Ltd, and Hamilton Academical Football Club Ltd. They do not all appear to have the same auditors to complicate matters. All these accounts are available to the public on-line at Companies House. Any investigative journalist might be able to unravel it all, but I wonder.

We will need to wait until around May of next year to see the Football Club's accounts to June 2021 for what they are worth. The 2020 accounts show the loan debt from the Government @ £1,151.000, which I've annualised on a 20 year repayment programme to be £57500 each year. starting in June 2022. The Football Club seems never to have received the (now lost) SLC rental income, but I stand corrected if I've misunderstood that from the various figures between the four company accounts. It seems clear, however, that the Football Club pay £60,000 rent to one of these other companies.

Take-over?? Can't see it happening.

[EarnockAccie]

We need to get organised.

A new trust with the aim to raise funds and buy a shareholding and secure a place on the board?

The Accies Supporters Association has been set up as a Trust with help from Supporters Direct. Clubs can only have one Trust. So we all need to get behind it. Membership is key. We need to know how membership is working? How do we join ASA? How much does it cost? And aim for a large, large number of members so that ASA is credible.

[Top Cross]

I saw this format of graph on the Raith Supporters Trust website and thought it might make it easier to understand the ownership of our club.

The numbers I used are from the annual returns lodged at Companies House. The figures may not be totally up to date so if anyone has access to services like Creditsafe or Endole and can provide more up to date ownership details, I will happily turn those in to an updated chart.

[Edited image to fix typo]

[Working for Cunard]

What do the graphs mean? For the club, the outer ring totals 110%, and I don’t know what the inner ring represents. Clearly a lot of work has gone into this, but I don’t understand it.

[Top Cross]

What do the graphs mean? For the club, the outer ring totals 110%, and I don’t know what the inner ring represents. Clearly a lot of work has gone into this, but I don’t understand it.

Good spot of the copy and paste error, the red outer segment is now labelled correctly as 10%.

Anyway, here's the explanation taking the stadium chart as an example as it is the more complex. Each ring is a layer of ownership:
HAFC Stadium Ltd is 100% owned by Deeka (centre circle)
Deeka is in turn owned by Edencrest (55%) and the other five named shareholders have the remaining 45%
Edencrest is owned by Colin McGowan (45%), the offspring of Ronnie MacDonald (45%) and Clan Business Consultants (10%)

I could have added additional layers for example showing that Clan Business Consultants is 50/50 owned by Les Gray and Alan Wardrop.

The Raith Rovers graph that provided the inspiration is even more fun...



Hope that helps.

[Working for Cunard]

Thanks - got it.

[TerracingTomas]

Good stuff Top Cross. What’s being offered for sale I assume is the 97% of the shares in the football club. When Ronnie bought the club that 97% or roughly 550,000 shares were listed in his name. When he got his shares in Edencrest giving him a stake in the stadium that 97% shareholding was assigned to Edencrest. It matters not a jot, the stadium will remain in Edencrests’ hands and some poor sucker or “associate” of Mcgoofey will need to sign a long term lease to rent the stadium in order to get his or her hands on the 97%.

[porcupine]

I saw this format of graph on the Raith Supporters Trust website and thought it might make it easier to understand the ownership of our club.

The numbers I used are from the annual returns lodged at Companies House. The figures may not be totally up to date so if anyone has access to services like Creditsafe or Endole and can provide more up to date ownership details, I will happily turn those in to an updated chart.

[Edited image to fix typo]

Some names in there from the Watson era who might have subsequently regretted their investment.

And our CEO understands all the pie chart detail? Impressive!

[TerracingTomas]

Picked up this tweet which hits the nail on the head.

Tifo Rosso Bianco
@TifoRossoBianco

So far no notification at Companies House of any transfer of shares between the MacDonald clan and McGowan. Share transfers need to be notified within 21 days. Is the "controlling interest" actually just McGowan acting as a selling agent?

We are not talking about the shares the Macdonald clan hold.That’s the shares in Edencrest. It’s the shares that Ronnie had in the football club which he deposited in Edencrest as the holding company. All he has agreed apparently is for Mcgoofey to sell the football club shares. Remember at the time the money went out of the accounts? Mcgoofey was acting as agent for the majority shareholder in Airdrieonians who was in financial bother. The usual bluster if you read some of the press coverage of that debacle. As I’ve said before 3 ‘businessmen’ are now engaged in an act of asset stripping. Selling HAFC with debt while holding onto a piece of real estate with in excess of £7 million.

[porcupine]

Nobody with a brain, IMO, would invest in buying shares purely in the FOOTBALL CLUB, which has no apparent assets other than the contracts of the players, and an outstanding debt obligation to repay a loan from the Scottish Government of £1,100,000, even over 20 years.

Or have it got it all wrong??

[Top Cross]

Remember at the time the money went out of the accounts? Mcgoofey was acting as agent for the majority shareholder in Airdrieonians who was in financial bother.

Here is the seed of a conspiricy theory I can get behind!

[TerracingTomas]

Mcgoofey is on about the wonderful board of directors Ronnie has assembled. The Institute of Directors provides good guidance on their roles. In particular I note

“Exercise accountability to shareholders and be responsible to relevant stakeholders
* Ensure that communications both to and from shareholders and relevant stakeholders are effective.
* Understand and take into account the interests of shareholders and relevant stakeholders.
* Monitor relations with shareholders and relevant stakeholders by the gathering and evaluation of appropriate information.
* Promote the goodwill and support of shareholders and relevant stakeholders. “

So as it’s a football club the most important stakeholders are the fans many of whom are actually shareholders even if it’s only a hundred shares. But not a peep out of our Chairman. No explanation, no communication, no engagement. Come on Chairman Maitland hold an open meeting for fans and explain Ronnie’s thinking and strategy in selling the club. Otherwise you and your wonderful fellow directors should actually consider your positions.

[manxaccie]

Stupid question, but why does another ltd company own the stadium? How does Hafc lose a main asset like that? Was there a physical sale? What’s to stop any football club moving the stadium to another co and folding the football club if they were heavily in debt?

[porcupine]

Stupid question, but why does another ltd company own the stadium? How does Hafc lose a main asset like that? Was there a physical sale? What’s to stop any football club moving the stadium to another co and folding the football club if they were heavily in debt?

It's all part of the 'snake' of companies originally set-up to create tax losses which can probably be applied against profits in other companies owned by the same person. As stated in previous posts, there are four companies involved here. HAFC Stadium Limited have loans of around £2.6M against them but and the Stadium valued at around £5M as an asset. Surprisingly, there is no lender shown as having any legal charge or mortage on this loan.

AIB (Allied Irish Bank) are shown in Hamilton Academical Football Club Limited accounts as having a Floating Charge. There also appears to be inter company loans between the two companies above and Edencrest/ Deeka. It's all VERY confusing, given that there's not sufficient detail, IMO, to do a due diligence on who owns what.

Remember that the accounts are only up to June 2020, so the loss of income from SLC of around £400K p.a. and the subsequent Covid loan from Scottish Government are not included in these figures. A relegation with loss of TV money, reduced income, and greater debts mean that the club, in whatever form you can decide it takes, looks to be in a shaky financial situation.

Once again, I could be wrong, but that's how it comes out to me.

[porcupine]

Stupid question, but why does another ltd company own the stadium? How does Hafc lose a main asset like that? Was there a physical sale? What’s to stop any football club moving the stadium to another co and folding the football club if they were heavily in debt?

None, Manx Accie!!

This is all part of the 'snake' of companies originally set-up to create tax losses which were/are probably applied against profits in other companies owned by the same person, to reduce/eliiminate tax payable.

As stated in previous posts, there are four companies involved here.

HAFC Stadium Limited have loans of around £2.6M against them but and the Stadium valued at around £5M as an asset. Surprisingly, there is no lender shown as having any legal charge or mortage on this loan.

AIB (Allied Irish Bank) are shown in Hamilton Academical Football Club Limited accounts as having a Floating Charge. There also appears to be inter company loans between the two companies above and Edencrest/ Deeka.

It's all VERY confusing, given that there's not sufficient detail, IMO, to do a due diligence on who owns what.

Remember that the accounts are only up to June 2020, so the loss of income from SLC of around £400K p.a. and the subsequent Covid loan from Scottish Government are not included in these figures. A relegation with loss of TV money, reduced income, and greater debts mean that the club, in whatever form you can decide it takes, looks to be in a shaky financial situation.

Once again, I could be wrong, but that's how it comes out to me.

[Top Cross]

Stupid question, but why does another ltd company own the stadium? How does Hafc lose a main asset like that? Was there a physical sale? What’s to stop any football club moving the stadium to another co and folding the football club if they were heavily in debt?

According to the Registers if Scotland, the stadium ownership transferred from the football club to HAFC Stadium Limited in 2000 before a ball was ever kicked.





I've no idea of the reason for the stadium being spun off to another entity but obviously there were financial benefits to the owners at the time.

If anyone who understands the legalese in title sheets wants to have a look at the documents, send me a PM.

[TerracingTomas]

Top Cross. The company accounts for Deeka may offer some explanation. Deeka was set up as I understand to buy up all the land around old Douglas Park to facilitate the stadium project. They became the holding company for the football club shares. The accounts for 2000 or 2001 show Deeka acquiring shares in the stadium company which was set up to facilitate the building of the stadium and so Deeka became the holding company for both The club and stadium companies. In 2003 Mcgowan and Walter Hamilton set up Edencrest the current holding company of club and stadium. Initially it’s a dormant company but in 2005 around the time Mcgowan got his money out of Raith Rovers there is a big influx of capital about half a million and Edencrest becomes the holding company of Deeka and it’s by then 55% share of the stadium company. Meanwhile the shares in the football club had been transferred to Ronnie. All clear? I thought not. The whole thing stinks.

[porcupine]

Stupid question, but why does another ltd company own the stadium? How does Hafc lose a main asset like that? Was there a physical sale? What’s to stop any football club moving the stadium to another co and folding the football club if they were heavily in debt?

According to the Registers if Scotland, the stadium ownership transferred from the football club to HAFC Stadium Limited in 2000 before a ball was ever kicked.





I've no idea of the reason for the stadium being spun off to another entity but obviously there were financial benefits to the owners at the time.

If anyone who understands the legalese in title sheets wants to have a look at the documents, send me a PM.

And of course, no money actually has to have changed hands at the time. It maynju#tbhav been a paper transaction. One company owes the other the £790,500. It’s shown as a debtor on one company accounts and as a creditor on the other. Unless there is a formal repayment agreement in place, it could sit like that for ever. BUT the actual title, and therefore the ownership, of the land & buildings there-on HAS changed from the Club to the Stadium Company.

Clear? Or just another piece of smoke and mirrors? Who knows!

[Top Cross]

The whole thing stinks.

Here's a letter sent to The Glasgow Herald in September 1999...

It is important that the real issues behind the decision by Hamilton Accies' supporters to field a candidate in the Hamilton South by-election are understood.

The club is 97% owned by a consortium called Deeka, set up and organised by local accountant, James Watson, a former Chairman of the club. Deeka transact no business and don't make anything. As publicly stated by Mr Watson, they exist purely for the purpose of selling
tax relief.

The way it works is that investors, after buying shares in Deeka, are allocated a shell company by Mr Watson. They then sit back and wait for the annual consortium tax relief to arrive. If you own 10% of Deeka, you get 10% of the losses made by Hamilton Academical each year. This tax credit is applied to the investor's individual tax code, allowing them to reduce the amount of tax paid on other income. The best bit is that this relief will roll in for every year that Accies make a loss. The investors don't, above all, have to invest any money in the football club.

Consequently, it is not in the interests of these people for the club to prosper. In fact, they make far more money if the club is doing badly. Occasionally, when the losses have accumulated to such an extent that the bank manager is getting anxious, players have to be sold to balance the books.

This systematic asset-stripping is perfectly legal. However, I would question the morality of it. A famous old club like Hamilton Academical should be a source of civic pride and a focal point for the community, not a tax-efficient plaything for a bunch of local businessmen.

As it stands, Accies have been away from the town for over five years and crowds have dwindled to an almost fatal level. Unless they can be returned to the town in a new stadium without Mr Watson and his placemen then I fear for their long-term future.

Gilbert Mowat,
16 Aspen Way,
Hamilton.

https://www.heraldscotland.com/news/12213002.the-hamilton-accies-issue/

[porcupine]

22 years on, Gilbaldo!!

C'est la meme, c'est la plus change? N'est pas?