The Mystery of the £5.7m Share Issue Costs

[boss 0]

(I posted this thread on RM. I would like to have spent more time on this post but work commitments don't permit. I hope this can be the basis for further investigation, particularly amongst the accountants and solicitors on the forum, on a matter that does appear to have been missed by everyone from McMurdo to McCollco and everyone in between. Feel free to correct the post as necessary given my lack of time to follow through some points, but I believe it is basically correct and explains several unresolved issues from the Accounts. For the avoidance of doubt, no illegality is implied.)

 

 

 

 

The Mystery of the £5.7m Share Issue Costs

 

It was Charlie wot done it.

 

One of the main issues raised from the Accounts was that £5.7m of costs were charged against the IPO proceeds.

 

But we were told the IPO costs would be about £2.5m. So why the difference and who got the other £3.2m?

 

I believe the answer is that there wasn’t actually £3.2m more physically paid out because it was simply a paper transaction. And it relates to the 5m shares issued to Charles Green basically for free.

 

As we know, Green was due a percentage of the shares (complicated but basically more than 10% of the company post IPO) for doing the initial deal to buy the club and for getting the initial investors (pre-IPO) to buy £7.7m of shares. There is reference in the prospectus to both an employment contract and an option for Green to buy shares at 1p. The option was eventually satisfied by the issue of 5m shares to Green on 31 October 2012 as part of his agreement for the IPO to go ahead. Green ended up with under 8% of the company - less than originally agreed. This did not cost the company any money – it merely diluted the shareholdings of the initial pre-IPO investors. It is an important technical point that this issue of shares was heavily dependent on a successful IPO.

 

When shares are issued, the value of those shares (as opposed to the issue price) needs to be reflected in the share capital and share premium accounts. We don’t have the information to know exactly what value was put on these shares because nor do we know exactly how much the IPO costs were, but I would suggest 50p-70p is likely (£2.5m-£3.5m) given the IPO price and the information previously leaked about the pre-IPO share issues.

 

So far as the company was concerned, the premium element of this deemed value of shares was to be charged against the share premium account as part of the cost of doing the IPO, so it had no net effect on the cash raised. Read Accounts note 23 and think of it like this:

10-6=4. If you add 2 onto both numbers you get 12-8=4. You still end up with the same number. It is accountants playing with bits of paper.

 

Why was this done? One consequence is that the (say) £3m doesn’t then get charged to the profit and loss account, which would have worsened our loss. But I don’t think that’s the real reason. It was to shift what may be an income tax matter (up to 45%) for Green, to be a capital gains tax matter (up to 28%). HMRC may want to look further at this structure but Green has indemnified the company against any tax that arises, which again points to this being the reason, so it’s not really our problem.

 

For this structure to work, the share premium had to be charged on paper against the IPO money. That’s why it looks like the IPO cost so much and why the issue to Green was specifically dependent upon a successful IPO. But in layman's terms, it didn’t really cost £5.7m in money paid out – the (say) £3m was really Green’s cut for the initial work. That was of course before we knew what league we would be playing in, hence Mather’s comments today are not incorrect.

 

A further point worth noting is that the £7.7m initial fund raising exercise is what effectively paid for the purchase of the Club, not the IPO money. It was the initial (pre-IPO) shareholders who gave Green a free ride, not the IPO proceeds. The purchase of the Club appears in the Cashflow Statement as a result of merger (as opposed to acquisition) accounting - an unusual one even for accountants.

 

So Green walked away with not just £933,376 salary but also 5m shares worth about £2.5m by today’s prices. Nice work if you can get it.

 

The costs of £5.7m charged to the IPO share proceeds are therefore technically correct but the real pound note cost to us was closer to the original estimate of £2.5m The rest was bits of paper that did not affect the cash from the IPO or the shareholders who invested in the IPO.

[Zappa 0]

Boss, if you're correct, then that's some sneaky slight of hand accounting right there! Potentially £510,000 reduction on the tax liability for £3m?

[Bluedell 5,329]

So what you are saying is that it is:

 

CR Share capital/share premium £3m

DR Share premium £3m ?

[Calgacus 8]

If this is correct why could neither of CE or FD explain it like this? "not real, money its an accountancy thing to allow for Charles (nealry) free shares." There were other people who got shares at a reduced price - how were those dealt with in the accounts?

[Zappa 0]

There were other people who got shares at a reduced price - how were those dealt with in the accounts?

 

Indeed. Imran Ahmad & Richard Hughes got 2.2m shares each = 4.4m shares.

[boss 0]

So what you are saying is that it is:

 

CR Share capital/share premium £3m

DR Share premium £3m ?

 

Yes.

 

And it would represent a significant tax saving for Green, perhaps £0.5m.

[boss 0]

Indeed. Imran Ahmad & Richard Hughes got 2.2m shares each = 4.4m shares.

 

Ahmad loaned the company £200k on 11 May 2012 - before a deal had even been done with D&P. This seems to have been something of a punt for him as it could in theory have been swallowed up in fees and he got back nothing. Anyway, he got back £178k on 15 August 2012 and the other £22k was converted to to 2.2m 1p shares on that date. We don't know how much, if any, share premium was accounted for as it is all lumped in with other share issues in the period to 31 August 2012. Ahmad also got a £50k arrangement fee for this loan.

[bossy 0]

If this is correct why could neither of CE or FD explain it like this? "not real, money its an accountancy thing to allow for Charles (nealry) free shares." There were other people who got shares at a reduced price - how were those dealt with in the accounts?

 

How do you think the mhedia would react if they came out and said ... "we have this accountancy thing which is really a tax dodge to allow Charles Green to pay tax at a lower rate"?

[boss 0]

How do you think the mhedia would react if they came out and said ... "we have this accountancy thing which is really a tax dodge to allow Charles Green to pay tax at a lower rate"?

 

I think we've all had our fill of aggressive tax avoidance!

[bossy 0]

I think we are getting caught up in the minutia of the accounts and missing the big picture.

 

My worry is the rather large gap between revenue and costs, how long the cash will last and where funding is going to come from when (not if) we do run out of money.