None of what follows is opinion – just factual.
As far as has been possible all entries are capable of independent third party verification and the sources of that verification can be disclosed. Please contact the Sky Blue Trust with details of any errors or amendments. The Sky Blue Trust will not be held liable for any action by a user of this information.
OEG/CCFC – Otium Entertainment Group Ltd trading as “Coventry City Football Club”
SISU – SISU Capital Limited
ARVO – ARVO Master Fund
SBS&L – Sky Blue Sports & Leisure
CCC – Coventry City Council
AEHC – Alan Edward Higgs Charity
Wasps – Wasps Holdings Limited
“Wasps bought the stadium and paid £20m for it” NOT CORRECT
- On 8th October 2014 Wasps bought the CCC 50% interest in ACL. On 14th November 2014 Wasps bought the AEHC 50% interest in ACL
- The sale was two separate purchases of roughly £2.77m each. The cost of purchasing a company is the cost of purchasing the voting shares.
- That put the sale value of the shares in ACL at £5.54m at that time
- Included in the ACL assets at the dates of the deals was the stadium lease valued under the ownership of CCC & AEHC at approximately £18.3m. Included in the liabilities at the dates of sale was a loan due to CCC of £14.3m
- The CCC loan remained outstanding and payable by ACL before and after the sale went through and was not cleared until Wasps completed refinancing in May 2015.
- Wasps paid only for the ownership of the shares. Then provided finance from a bond loan to repay the CCC loan. One loan replaced by another loan.
- On 29th January 2015 Wasps signed a lease extension to 250 years at a cost of £1m. The new lease and the original lease remain charged as security for the Wasps Bond issue
“There are huge differences in the valuations” CORRECT BUT
- Care must be taken to compare like with like. There are a number of valuation points.
- Firstly ACL under the ownership of CCC & AEHC included a value in its assets the lease at the stadium. At 31/05/2014 according to the financial statements this was £18.3m. This was a value that included no long term sporting tenant.
- The value of the shares in ACL was not the value of the lease alone. The share value was the sum of all ACL assets (including the lease, fixtures, stock, debtors etc) less the sum of all ACL liabilities (including the CCC loan, trade creditors, tax etc).
- The sale to Wasps gives a valuation of ACL (the company) of £5.54m because that was the total price paid.
- Wasps extended the lease owned by ACL to 250 years at a cost of a further £1m
- On the 25th April 2015 a valuation carried out by Strutt & Parker LLP valued the lease at the stadium at £48.5m. This was just the lease not the business or shares. This was an increase in value of the now extended lease by 29.2m.
- The lease is still owned by ACL and that company is in turn is owned by Wasps.
- The lease was used as security for the Wasp Bond issue in May 2015.
- The lease was then valued on 31st March 2017 by valuers Gerald Eve LLP at £60m
- The lease is due to be revalued in 2019
- CCC still owns the freehold of the site
“what is the Basic timeline of the deal to sell ACL to Wasps and JR2 court action” – BRIEFLY
- 21st August 2014 CCFC move back to Ricoh arena on a 2 year deal with option of a further 2 years
- 7th October 2014 statement from Council leader on future sale of ACL shares to Wasps
- 8th October 2014 Wasps purchase CCC shares and conditionally agree lease extension
- 27th October 2014 Administrator of CCFC Ltd bids for AEHC shares
- 14th November AEHC reject the administrators offer
- 14th November 2014 Wasps purchase AEHC shares Wasps own 100% of ACL
- 19th December 2014 SBS&L ARVO and OEG issue claim for JR2
- December 2014 JR2 application held over until JR1 settled.
- 29th January 2015 Wasps & CCC sign 250 year lease extension
- 22nd June 2016 Court of Appeal rejects SBS&L/ARVO first Judicial review (JR1)
- 1st February 2017 SBS&L ARVO & OEG reactivate JR2
- 14th July 2017 JR2 begins in High Court and is rejected
- 24th July 2017 SBS&L, ARVO & OEG appeal against High Court decision
- 9th February 2018 CCFC agree one year deal at the Ricoh
- March 2018 mediation between Wasps/”SISU”/CCC takes place
- June 2018 SBS&L /ARVO/OEG JR2 case heard in Court of Appeal
-12th October 2018 Court of Appeal reject SBS&L ARVO & OEG JR2 case
- December 2018 SBS&L ARVO & OEG apply to the Supreme court to appeal the previous decisions on JR2 – that application has yet to be decided (at time of writing 20/02/2019)
“what is JR2 claiming”
- A judicial Review is a challenge against actions of a government body or local authority
- The case has been brought against CCC. However, Wasps & AEHC are listed as interested parties. Which means they can be required to disclose information to SBS&L/ARVO/OEG
- JR2 is not claiming the shares in ACL were sold cheaply at undervalue.
- JR2 does claim that the sale of the 250 year lease is part of a sequence of transactions linked to the sale of the ACL shares so has been undervalued by CCC because of that link
- Also, that true Open market value of the lease was not taken in to account in its sale
- That the sale represented State Aid and failed to take in to account proper procedure
“if SISU win the JR they will be due millions” NOT NECESSARILY
The remedies for a JR are
- - Quashing order; cancels the decision by CCC
- - Prohibiting order; stops an action that CCC are thinking of taking (not relevant)
- - Mandatory order; compels a local authority to take an action
- - Declaration; gives the legal basis of an action to be taken (not relevant)
- - Injunction; stops an action that is to be taken (not relevant)
- - Damage compensation ordered under limited circumstances including a claim under European law
- The Judges decide which is the correct remedy if any
- If the SBS&L/ARVO/OEG case is successful there may be opportunity for further legal action to recover damages
“Wasps are kicking CCFC out of the stadium”
- Wasps are refusing to talk to OEG about a new lease whilst SBS&L, ARVO & OEG are taking legal action against CCC, with Wasps & AEHC as interested parties.
- Wasps have the right to take make that choice, but it is a choice so it could be different
- Similarly SBS&L, ARVO & OEG under direction from the owners have a right to make the choice to take legal action, but it is a choice so it could also be different
- No talks means the current agreement ends at the end of the season 2018/19 with no new deal to replace it
- Wasps will not be breaking any lease given to OEG/CCFC because the arrangement OEG/CCFC have simply ends having run its full course. At that time OEG/CCFC will have no legal right to occupy the site.
“the stadium was built for CCFC”
- The stadium was put forward by the directors of the football club in the 1990’s. It was beset with financial problems from the start. After serious financial concerns hit CCFC, the club went in to a joint venture with CCC to build the stadium.
- The problems continued and the directors eventually sold the 50% shareholding they owned to AEHC for £6.5m 19/12/2003. At that point CCFC lost any control of the project.
- CCC by land deals, loans, grants etc, ensured the stadium build was completed. CCC classified the arena build as a key part of their plan for the regeneration of north Coventry. It was always intended to be CCFC’s home but it was intended to be or became other things too.
“the EFL need to step in to sort this out, to use their laws and deal with it” CAN THEY THOUGH?
- Not all of the parties are governed by the rules of the EFL. OEG is, but Wasps, CCC and SISU are not. That means the EFL have little influence over the decisions of Wasps, CCC and SISU
- The EFL has a set of regulations, they are not law as in laws of the land. The rules are for a private members organisation of 72 members. Regulated by its members for its members
- The Board of the EFL are appointed to look after the best interests of its members and to run the EFL competition(s).
- Many of the regulations of the EFL carry the ability of the EFL Board to use its discretion in making its decisions and are not set in stone.
- The governing bodies of football are coming under increasing scrutiny and pressure to change the way they operate & govern the sport
“CCFC is debt free” UNTRUE
- We are told that because the debt is owed to the “owners” that OEG/CCFC is debt free. This is untrue, the fact that most of the debt is owed to the “owners” does not alter the fact that it is legally owed and in the case of the money due to ARVO is secured on all of the OEG assets (property, fixed assets, stock, debtors, trademark, cash etc)
- Amounts owed to “owners” are still amounts owed to a third party.
- The size of the amounts owed and the security given means the debt provides ARVO with control over the company in preference to other creditors
- At 31/05/17 OEG owed ARVO £14.2m including interest and SISU Master fund £1.07m including interest
- There are of course also the normal trading and operating creditors to be paid
“Who are the characters currently involved” MAIN PLAYERS ONLY
- Tim Fisher, Statutory director of OEG & SBS&L, Chairman of OEG/CCFC
- Laura Deering, Statutory director of SBS&L and employee of SISU Capital ltd
- Dave Boddy, Chief Executive Officer of OEG, not a statutory director so has none of those powers
- Joy Seppala, Statutory director & shareholder of SISU Capital Limited
- Dermott Coleman, Statutory director & shareholder of SISU Capital Limited
- Derek Richardson, Statutory director of Wasps Holdings and 100% owner of the group
- Nick Eastwood, Statutory director of Wasps Holdings & Chief Executive
- George Duggins, Leader of Coventry City Council
- Martin Reeves, Chief Executive Officer of Coventry City Council
- Shaun Harvey, EFL Chief Executive Officer
- Greg Clarke, Chairman of the FA, former Chairman of the EFL
- Gary Hoffman, Former Statutory director of CCFC Ltd & CCFC Holdings Ltd. Leader of a Consortium trying to buy CCFC
- Joe Elliott, Former Statutory director of CCFC Ltd & CCFC Holdings Ltd, part of a consortium trying to buy the club