Bolton's Finances / Accounts for year ending 30th June 2021 and everything else since.

Ten Bobsworth wrote:
I’m not sure that there are many of Nuts cognoscenti that have heard of Frank Randle. But what I’d say is never trust anyone who says ‘trust me’ who publishes an old photo of himself disguising fourteen years of filling his fat face with fondant fancies.

Strangely enough, I watched Frank this morning. He was starring with Diana Dors in It's A Grand Life. A nice double act. If you get my drift.

boltonbonce wrote:
Strangely enough, I watched Frank this morning. He was starring with Diana Dors in It's A Grand Life. A nice double act. If you get my drift.

Are double entendres permissible these days, Boncey?

I gather that one of the wannabe PMs wants to expunge Dads Army from the records.

In case anyone is interested, I have looked back through Companies House records and the two sets of statutory accounts and compiled a timeline of funds received by FVWL:

02-07-2019 £6 initial set-up of FVWL
 
27-08-2019 £1,749,994 raised at £1 a share (this is from Companies House, although statutory accounts show a total of £2m raised - I can't find the difference anywhere)
 
27-08-2019 £4.5m loan notes issued (19/20 statutory accounts page 12)
 
28-08-2020 UKFF debt of £2.5m taken alongside £2.5m additional debt from shareholders
 
February 2021 shareholder CLN £3m
 
29-10-2021 – all loan notes; £3m, £4.5m and £5m converted to shares
 
               1,399,566 @ £6.7878 (= 20% discount to £8.48476 price) = £9.5m
               607,623 @ £8.48476 = £5.1555m
 
Includes approximately a further £2m of share capital injected (additional £155k is probably accrued interest)
 
21-01-2022 – 58,929 shares issued at £1 and 241,920 shares issued at £0.0001 a further 412,505 shares issued, but unpaid at this date
 
However, it’s clear from the 2020/21 statutory accounts that the 471,434 shares were actually issued at an average of £8.48476 as the amount raised was £4m (see note 24 in 20/21 statutory accounts)
 
28-06-2022 – 367,717 shares issued at 6.52673 = £2.4m

So, I make the total £22.555m (if we take the £2m from the statutory accounts rather than the £1.75m from Companies House).

Good work Barry and thank you.

I've not checked again the details but iirc it is more or less what Bob and I had reconciled things to as we had gone along - although I could never square it to 'who had paid for what' (for the FF loan for instance).


It would now seem to me that the 20% discount to £8.48476 price WASN'T for the loan but for additional equity added to it!

[Please note though I still can reconcile the amounts exactly though]

My reasoning is shown below.

If we assume that the 1,399,566 @ £6.7878 (= 20% discount to £8.48476 price) = £9.5m is for the government loan of £5m plus accrued interest - and it was done equally between the government and FV, then surely each would have received half of these shares each or 699,783 apiece - yes?

However the Confirmation Statement of shareholdings on the 10th Jan, 2022 shows FF to hold only 393,881

If we assume that the government loan was however for 607,623 @ £8.48476 = £5.1555m (plus additional accrued interest from 1st July to the 28th October 2022 added to it thereafter), then we told that as at the 30th June this loan...

...amounted to £5.3m (Note 18)

and that (Note 24) after the accounts a on the 28th October 2022, a 'qualifying account occurred being the further investment by the shareholders consortium'.


I assume therefore it was this further £9.5m investment that actually received the discount?


[As I say it is only speculation as I can't reconcile exactly - on the 30th June there was £5.3 outstanding, with presumably additional interest to October accruing yet the share to equity transaction was only for £5.155 as Barry shows?].


There is further the mystery to me as to how these various  share values are derived at and why they seem to have suddenly risen and fallen but the £8 per share was possibly the first time someone had tried to value the true worth of FV to match with it shares issued(?) rather than at the notional £1 per share.

If so would that mean the most recent purchase at £6.5 per share seem to suggest a fall in the value of FV in the eyes of investors?


Anyway, once again Barry thanks for sharing your detailed research with us.

You're right in that the confirmation statement dated 10-01-22 shows the UKFF with 393,881 shares.  However, I'm sure the shares were purchased at £6.7878 as that is 20% discount to the share price at the time of £8.48476, because that's the way the UKFF rules work.  So, UKFF shares were worth 393,881 x £6.7878 = £2,673,585.  I assume the £173,585 was interest.

So, my intepretation is as follows:

In addition to the UKFF loan being converted (as this was a CLN) at £6.7878, the same amount of shareholder CLN was converted making a total of £5m and the original CLN that was issued on 27th August 2019 for £4.5m was also converted at the same price making a grand total of £9.5m.

The later £3m loan issued in February 2021 was converted at the higher price of £8.48476 and an additional £2m of new shares were issue at the same price, making a total of £5.1555m to include interest on the £3m loan.  I suspect the £2m includes the UKFF interest and shareholder interest on the £2.5m UKFF matched amount and the original £4.5m loan as I don't think, under the rules, interest would qualify for the 20% discount.

It does look like the latest shares were issued at a lower price of £6.52673.  No idea why.  Probably for some financial reason rather than reflecting any intrinsic value.

Ok, it certainly makes more sense in respect of the discount but I still don't get it!

This bit is fine...

You're right in that the confirmation statement dated 10-01-22 shows the UKFF with 393,881 shares.  However, I'm sure the shares were purchased at £6.7878 as that is 20% discount to the share price at the time of £8.48476, because that's the way the UKFF rules work.  So, UKFF shares were worth 393,881 x £6.7878 = £2,673,585.  I assume the £173,585 was interest.

...what it means to me though is that FF have got ALL their shares at the discounted price for their £2.5m and the FM consortium got the same 393,881 shares for their £2.5m as well (plus accumulated interest for both parties).


My difficulty comes next in why a seemingly non party to the Gov/FF loan agreement with FV also bought the remaining 611,804 at a discounted price  (393,881 x 2 = 787,762) then (1,399,566 - 787,762 = 611,804???

The only people shown to be holding shares at Jan 2022 are are the FF and Sharon, James and Luckock.

That's not to say however that a third party was not involved in someway - and sold their (discounted) shares since issue and before the Confirmation Statement to Sharon, James and Luckock.

Basically, someone bought 611,804 shares at a discounted price for some unknown reason - and those shares are shown to be held by Sharon, James and Luckock a few months later in January.

611,804 shares x £6.7878 = £4,152,803

Ok if the CLN was stated to be for £4.5m then...

a) why was it permitted to buy shares at a discounted price?  and,
b) why was the amount received in shares LESS than the loan value of £4.5m (which was accruing interest since 2019)?

The £4.5m Loan Note of August 2019 predates Covid so did not fall under the same FF scheme as the one between the gov/FF and FV (although there may have been another Covid scheme I'm not aware of (or even some conditions in the one between FV and FF) that did permit an existing loans to equity swop (at a discounted price)?

The next question which springs to mind is why then the £3m loan didn't also fall under the discount scheme, if the earlier £4.5m did?

Ok lets. leave that there and accept that the £3m loan plus £2m new shares where purchased (607,623 shares at £8,48476) £5,155,535 but if so what about the remaining 117,857 shares which were issued and unsold at the time???

117,857 x £8,487476 = £1m

The Confirmation Statement shows that they were later bought and now owned by Sharon, James, and Luckock but wouldn't that in fact mean the £3m loan and £2m new shares actually cost £6.1m and not £5.1m as per your analysis?


I don't pretended to understand much of this and all I'm really doing is trying in my own mind to make the numbers from both sides of the equation (shares issued and sold to money paid for said shares) to balance.

I agree your view seems the most logical view on all this but I still can't see how it all squares off.

Maybe there's something I've clearly not grasped yet.

Fwiw and for the avoidance of doubt, I do think the loan to be £2.5m from the govt and matched by £2.5m by Fv and was rolled up into shares that were sold at a discount.

I don't understand though why FF only ended up with what they did whilst FV more or less got more than twice as many of these discounted shares (FF 393,811 FV 393811 + 611,804 = 1,005.615)???

I had worked on a line of thinking for a while that maybe it was in someway that FF shares attracted a 200% premium at the point of a future sale of FV to someone else.

I never tracked down that such a premium existed though.

Maybe I was going down one of the cul-de-sacs that Bob talks about!

I probably was so waited for these accounts hoping things would be clearer.

If they have, then I've still not fully got it!

Maybe one day eh...!

I’ve just been out walking the dog and reflecting on my last post. I realised there were a few discrepancies. I’ll read both your post, Sluffy, and correct them tomorrow morning.

The numbers are slightly different from my previous post. 

I realised that only the £2.5m UKFF debt converted at a 20% discount, not the accrued interest. 

So, of the total 393,881 shares owned by UKFF, 368,308 were converted at £6.7878 and the remaining 25,573 which represents the accrued interest, were purchased at £8.48476. 

The same goes for the matching shareholder CLN of £2.5m and the earlier shareholder CLN of £4.5m. 

In fact £3m of the £5.1555m is the later CLN converting, consequently, the remaining £2.1555m is only partly new money, with the remainder of those shares being purchased with accrued interest. I’ll work out how much was interest tomorrow. 

Sluffy, I haven’t ignored your post - I just didn’t get time to look at the detail. I’ll also do that tomorrow.

Thanks Barry and Sluffy.

Isn't it all a bit of a tangled web? My first thought was that Barry's £22.5million was too high. I might have missed something but I get it to £18.5m plus maybe a few bits and pieces.

It looks like £2.5m has come from the government's COVID loan shemozzle and another £4m from Sharon's 'connections' but what about the rest of it? Have 'the shareholders' really come up with £12m out of their own piggy banks and how do they expect to get any of it back? And we haven't got round to the £9million or so due to be repaid to PBP and Brett Warburton within the next two weeks or any other creditors that may still be waiting, nearly three years after the FV takeover.

Just to clarify where my figures come from:

Initial Shares                       £2m
Loan facility       (a)             £3m
Loan notes        (b)             £4.5m
Convertible loan (c)             £5m

Sub -total                        £14.5m

New shares                      £ 4m

Total                              £18.5m

Notes

(a) This was a facility. It had not all been drawn down by the last balance sheet date.
(b) An additional £180K was drawn down in the last financial year but it was not part of the share       conversion scheme.
(c) This was the UKFF scheme. £2.5m from FV shareholders and £2.5m from you, me and HMRC's other 'customers'.

It would seem reasonable to assume that FV shareholders had made these loans in proportion to their shareholdings which would mean, prior to the October 2021 share issues:
Sharon     £7.5m (62.5%)
Michael    £3m    (25%)
Nick        £1.5m (12.5%)
Total      £12m (including the £2m initial shares)

Ten Bobsworth wrote:Just to clarify where my figures come from:

Initial Shares                       £2m
Loan facility       (a)             £3m
Loan notes        (b)             £4.5m
Convertible loan (c)             £5m

Sub -total                        £14.5m

New shares                      £ 4m

Total                              £18.5m

Notes

(a) This was a facility. It had not all been drawn down by the last balance sheet date.
(b) An additional £180K was drawn down in the last financial year but it was not part of the share       conversion scheme.
(c) This was the UKFF scheme. £2.5m from FV shareholders and £2.5m from you, me and HMRC's other 'customers'.

It would seem reasonable to assume that FV shareholders had made these loans in proportion to their shareholdings which would mean, prior to the October 2021 share issues:
Sharon     £7.5m (62.5%)
Michael    £3m    (25%)
Nick        £1.5m (12.5%)
Total      £12m (including the £2m initial shares)

Thanks Bob.

As you know I'm confused most of the time about all this but hasn't there been an addition to your list with a further share issue on the 28th June this year of 367,717 shares at £6.52673 = £2.4m or is this part of the £4m you've already stated?

Also fwiw it has just struck me that as this was done on the 28th June and the accounts were signed off by Sharon on the 28th June also - that this influx of additional capital may possibly have been the reason why FV delayed the accounts until the last possible minute!

I also would like to add to my last post this also -

On the 29th October 2021, a further shares were issued

607,623 at £8.48476 = £5,155,535

and

1,399,566 at £6.7879 = £9.5m

These two issues raised more or less £14.5m

That didn't actually match the £3m loan capitalisation, the £4.5m of conversion of loan notes (plus interest) and the conversion of a £5m loan (plus accrued interest) = £12.5m

To confuse things further (for me at least!) a further 117,857 at £8.48476 =£1m were left unissued at the time but must have been issued at a further point as they are not shown as unpaid for in subsequent Statement's of Capital.

I don't understand what actually happened here or how much capital was eventually put into FV and who got what shares???

Sluffy wrote:

Thanks Bob.

As you know I'm confused most of the time about all this but hasn't there been an addition to your list with a further share issue on the 28th June this year of 367,717 shares at £6.52673 = £2.4m or is this part of the £4m you've already stated?

Also fwiw it has just struck me that as this was done on the 28th June and the accounts were signed off by Sharon on the 28th June also - that this influx of additional capital may possibly have been the reason why FV delayed the accounts until the last possible minute!

Sorry Sluffy I had missed the latest share issue. I don't think its mentioned in the accounts but is a later addition to the CH file.

It does seem to have the appearance of a rabbit pulled from the hat at the last minute but not a big enough rabbit to settle the liabilities due for payment by 1 August.

Do we know where this money has come from or who the shares have been issued to?

I haven't gone over all the figures in any great detail but it does seem that the average price per share of Sharon's known shareholding is less than both Michael and Nick's and about half that of the unwitting taxpayers. If she coughed up loan monies quicker than the other two, the interest on the loans might help explain some of it.

Its all very curious though. Its not often that companies that do nothing but run up losses see their share price increase six-fold in next to no time.

Ten Bobsworth wrote:

Sluffy wrote:

Thanks Bob.

As you know I'm confused most of the time about all this but hasn't there been an addition to your list with a further share issue on the 28th June this year of 367,717 shares at £6.52673 = £2.4m or is this part of the £4m you've already stated?

Also fwiw it has just struck me that as this was done on the 28th June and the accounts were signed off by Sharon on the 28th June also - that this influx of additional capital may possibly have been the reason why FV delayed the accounts until the last possible minute!

Sorry Sluffy I had missed the latest share issue. I don't think its mentioned in the accounts but is a later addition to the CH file.

It does seem to have the appearance of a rabbit pulled from the hat at the last minute but not a big enough rabbit to settle the liabilities due for payment by 1 August.

Do we know where this money has come from or who the shares have been issued to?

I haven't gone over all the figures in any great detail but it does seem that the average price per share of Sharon's known shareholding is less than both Michael and Nick's and about half that of the unwitting taxpayers. If she coughed up loan monies quicker than the other two, the interest on the loans might help explain some of it.

Its all very curious though. Its not often that companies that do nothing but run up losses see their share price increase six-fold in next to no time.

No, I've not seen it stated anywhere but my best guess is either it came through Luckock's company BMLL LIMITED

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...in respect of this so called Swiss Consortium or this 'mysterious' investor who Sharon is acting as the proxy for.

As it came at the 11th hour my hunch would be that it is from the proxy - but what do I know!


Just for your information Bob, I posted something when you were probably composing this reply to me, so if you've not already seen it just scroll up this thread to it.

Hope it may help in someway to unravelling this somewhat!

Sluffy wrote:

No, I've not seen it stated anywhere but my best guess is either it came through Luckock's company BMLL LIMITED

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...in respect of this so called Swiss Consortium or this 'mysterious' investor who Sharon is acting as the proxy for.

As it came at the 11th hour my hunch would be that it is from the proxy - but what do I know!


Just for your information Bob, I posted something when you were probably composing this reply to me, so if you've not already seen it just scroll up this thread to it.

Hope it may help in someway to unravelling this somewhat!

Its a right old muddle for sure, Sluffy, but I don't think any new money came in on or about 29 October 2021. This was simply a transaction converting three existing loans into shares at a premium over the £1 nominal value of the shares.
The fact that £1m worth (I use the word loosely) is recorded as unpaid seems indicative of some of the loan facilities not being fully paid. i.e. there was still a million quid owing and I strongly suspect that was out of the £3million loan facility.

The amounts in excess of £1 per share will no doubt appear in the Share Premium Account on the Balance Sheet when the next accounts eventually make an appearance.

Here's a definition of a Share Premium Account:

That part of shareholders' funds (shown separately on the balance sheet) formed of the premium paid for new shares above their nominal value. It is a statutory reserve which forms part of a company's non-distributable reserves.'

I hope it helps.

Ten Bobsworth wrote:Its a right old muddle for sure, Sluffy, but I don't think any new money came in on or about 29 October 2021. This was simply a transaction converting three existing loans into shares at a premium over the £1 nominal value of the shares.
The fact that £1m worth (I use the word loosely) is recorded as unpaid seems indicative of some of the loan facilities not being fully paid. i.e. there was still a million quid owing and I strongly suspect that was out of the £3million loan facility.

The amounts in excess of £1 per share will no doubt appear in the Share Premium Account on the Balance Sheet when the next accounts eventually make an appearance.

Here's a definition of a Share Premium Account:

That part of shareholders' funds (shown separately on the balance sheet) formed of the premium paid for new shares above their nominal value. It is a statutory reserve which forms part of a company's non-distributable reserves.'

I hope it helps.

Thanks Bob, I think it does a bit but to be honest I've still not properly got it.

What I'm seeing is that apparently £14.5m was paid for shares but only debt to the value of £12.5 was put up to pay for it?

Are you saying that because there were already £2m of shares existing that that accounts for this £2m difference?

If so wouldn't that have been previously paid before to acquire the £2m of shares they are already holding in their hands?

I get that in October 21 a further £2,125,046   £1 shares where issued but surely the purchase price per share bought would also have to include the notional value of the £1 plus the premium of the of the £7.48476 (£8.48476 less £1 per share notional value) and £5.7878 (£6.7878 less £1 per share notional value)?

I can understand therefore the Shareholders fund premium showing an increase of £12.5m being the £14.6m (approximately) paid less the £2,125,046 (being the number of £1 shares issued) but I don't understand why the full £14.6m wasn't put in, in full and only apparently just the £12.5m?


I sort of can see why £1m worth of the shares were held back from being issued if say the £3m amount was a £1m light on the day - but it isn't shown as such on the Statement of Capital for that day?

It clearly shows that £14.5m was paid in full for the shares issued on that day - surely they should have reduced the sum received down accordingly by £1m if that £1m had yet to have been made?

At the end of the day I'll happily go along with what you say is the case as I'm clearly never going to get the hang of this properly and if Barry comes close to agreeing with you too after he's reworked his findings, then so much the better for all of us!

What the three of us (Bob, Barry and I) have been trying to do is to work out how much FV (and others) have put into the company as equity (how many shares they have bought in the business).

Barry made a provisional calculation of £22.5m

Bob thought nearer £18.5m but I reminded him of a most recent input of £2.4m he had yet to include which brings him up to £20.9m.

I couldn't quite follow the logic of what both Barry and Bob had said and Barry has already spotted something he needs to amend and Bob has patiently explained to me what I had clearly not understood properly (and still really don't - so it is going over my head as well some of this!).

We also now don't know who owns shares in FV.

We know the government does to the tune of £2.5m but apparently a further £4m is owned in some way between a Swiss Consortium who have bought an amount of shares via Luckock's new company AND a mysterious and anonymous investor who is acting through Sharon???

A recent £2.4m shares have just been bought but we don't know by whom.

We also have debts to settle in two weeks time of at least £9m - but we probably don't have £9m spare to pay them!

I suspect they will be rolled over yet again but I'm not sure Bob agrees with me fully on that point.

Bob is really the magician in all of this, I see Barry as being his very best sorcerers apprentice (and only because he admits to not being an accountant) and I'm just the magicians cat that keeps getting under his and Barry's feet at the wrong time!

I guess that you and Bonce are the local kids looking in through the window wondering what the hell is going on!!!

I've given up now, too complicated for my little brain 

Norpig wrote:I've given up now, too complicated for my little brain 

Don't worry about it, Norpig. We all end up at the same destination in the end. 


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