Blog published on 26 February 2022 and article published on Brexit-Watch.org on Friday February 18 2022
Recent news coverage of the football clubs Derby County, Newcastle United and Bolton Wanderers has slightly lifted the veil on the murky financial jiggery-pokery of the English football industry but it goes nowhere near far enough. Further research since my first article on this subject has revealed a state of affairs that needs to be taken in hand at government level, and then publicly disclosed.[1] This must focus on the relationship between football clubs and HMRC, the public’s ownership stakes in football clubs, and the reliability of the defences against the sport being penetrated by economic crime.
Using the general public as a bank
Derby County group (in administration) owes £29 million+ to HMRC.[2] This has built up from about £1 million in the middle of 2018, the last time the group filed its accounts. In the meantime many payments have been made by the group – to others – such as £2.9 million to a former captain, a reported £6 million to the former manager and his coaching staff, and many more. Why did HMRC allow itself – or rather us – to become the main banker to Derby County and to take a back seat while others were being paid? Was Derby on the ‘Making Tax Digital’ system? What discussions were had with Derby about clearing the arrears? Were representations made by Derby in those discussions about its inability to pay HMRC, and have they turned out to be true or not true? Were fraudulent representations made that have resulted in money being syphoned off for undisclosed purposes, the upshot of which is that the general public have been landed in such an exposed position, given that surely no-one in their right mind at HMRC would have agreed to the situation unfolding as it has? If that proves to be the case, are there mechanisms for the funds diverted away from the club to be clawed back, so that they can be applied to Derby’s HMRC balance? The general public would, I am sure, like to be convinced that HMRC demonstrated high standards in its handling of the case, and that Derby reciprocated.
The inquiry needs to go further. Are all Premier League and English Football League clubs on ‘Making Tax Digital’? What are the current arrears? What are the plans for getting the arrears paid up to date?
Inducing the general public to invest in a bankrupt company
It was reported that the British Business Bank, which comes under Kwasi Kwarteng at the Department of Business, Energy and Industrial Strategy, has made us an 8% owner of Bolton Wanderers Football Club.[3] This 8% came about by the bank making a loan of £5 million which was convertible into shares, and which has now been converted. I have issued a detailed paper on this matter.[4]
From an examination of various Companies House filings made by Bolton (or rather by Football Ventures (Whites) Limited), there is a reasonable possibility that the British Business Bank now owns 30% of Bolton, that it made an extra payment of another £4+ million when its loan was converted, and that it has obligations to cover current and future cash shortfalls. Its £5 million loan was converted into shares in October 2021 along with other loans of £7.5 million. All £12.5 million was converted with accrued interest, a sure sign that the borrower was cash-poor and in financial trouble.
We really do need to know what shares the British Business Bank was allotted upon conversion, whether it had to make an extra payment for them, what the company’s share capital consists of, and how many shares the British Business Bank now owns.
This is for good order’s sake as it does not matter in a material sense. The investment is worthless, whether it is 8%, or 30%, or anything in between: the company had an enterprise value in 2020 of a negative of £18.6 million. Nor was the company creditworthy as a borrower, with a negative Tangible Net Worth of £16.4 million. It was loss-making, had recently been in administration, and had negative interest coverage, making it a certainty that the loan would be converted into shares, a worthless minority interest in an unquoted company.
We need full disclosure about the public’s ownership of this club, how it came about, how big it is now, how much was paid out, and the nature and size of any obligations to put more money in.
Economic crime
That football as an industry has become a channel-to-market for gambling, for cryptocurrency and Non-Fungible Tokens is not an economic crime in itself, nor that gambling companies and Buy-Now-Pay-Later companies are or will become sponsors or club owners.
There are two immediate issues in play under this heading. These are the operations of lending companies that do not have a banking licence, and the assurance that the public needs that those market actors who are ‘obliged entities’ within the meaning of the UK’s Money Laundering Regulations have fulfilled their obligations in law, particularly when dealings are undertaken with what are known as Politically-Exposed Persons and high-risk jurisdictions.[5]
The acquisition of Newcastle United was undertaken with the involvement of Politically-Exposed Persons, and Saudi Arabia is at least a medium-risk jurisdiction. It is therefore unacceptable that there can be a dispute – between Mike Ashley as the club’s former owner and Amanda Staveley as one of the new owners – that casts doubt on whether Ms Staveley’s source of funds for her shares was the sale of a hotel in the USA, or was a loan from Mike Ashley.[6] The lawyers, bankers and accountants handling the transaction were under a duty to verify the source of funds, and to carry out Enhanced Due Diligence given the persons and jurisdictions involved. The depth and correctness of their verification work needs to come into the public domain.
The Derby situation involves a company called MSD UK Holdings Limited (MSD) making a £20 million loan to the group, secured by a fixed-and-floating charge on the group’s assets and by cross-guarantees whereby each group member guarantees the loan obligations of all the other group members to MSD.[7]
MSD holds no banking licence, yet it has a US$208 million portfolio of commercial loans to football clubs in the UK. This portfolio was all put on in six months, between its incorporation date of 29 June 2020 and its annual report date of 31 December 2020.[8] It has no other business.
Its portfolio of US$208 million loans granted is matched by US$208 million of loans received, whilst its share capital is US$137.[9] This shows that the company is a conduit with no substance itself, and no loss-absorption capacity itself as would be needed by a bank if it was taking credit risk. The 34-page annual report contains long sections on ‘Significant Accounting Policies’ (pp. 18-26) ad on ‘Financial Risk Management’ (pp. 28-31), inferring it is running and expertly managing significant credit risk: which version is the true one? Is it a banking operation or a conduit? If it is the latter, the sections in the annual report about ‘Significant Accounting Policies’ and ‘Financial Risk Management’ are at best a smokescreen and at worst what?
The security granted for MSD’s loan to Derby has the effect of making MSD a preferred creditor, ranking in the creditor queue in front of the ordinary creditors. Why would MSD be willing to run a £20 million risk on the value of Derby’s assets? Our understanding, gained from verbal discussions with people who have in turn had discussions with the administrator, is that MSD enjoys a further block of collateral backing the entire loan and interest and that it includes a property in Sandbanks in Dorset and two properties in Chelsea, which belong to the club’s former owner. If that is true, it betokens that MSD sees this collateral as its primary security for the loan it has made, and that the charge it has on Derby’s assets is held for the benefit of its former owner, on what might be known as a fiduciary basis: MSD are acting for someone else. What is the true version? Is what we are looking at actually a product that MSD has sold to 10-15 owners of English clubs within a six-month period, on a production line basis? There needs to be an inquiry into whether this even legal as a scheme, but there needs to be a further inquiry into how it was marketed and whether its promoter was identified and duly authorised (by the Financial Conduct Authority) to offer financial products.
MSD demonstrates characteristics of a shell company, with connections to two known tax havens.[10] Its registered address is at LegalLinx on Churchill Way in Cardiff, the address of the company formation agent called 7SIDE Secretarial that is the company’s ‘Secretary’.[11] Its ‘Administrator’ is given as Citco Fund Services (Cayman Islands) Ltd with a P.O.Box address in Grand Cayman, while its auditor is Deloitte’s in St. Helier in Jersey.[12] It purports to get its money to on-lend from a company in the Cayman Islands, called MSD UK holdings Limited, a company known in the accounts as ‘the Offshore Fund’.[13] Its name differs from MSD’s only in that the first letter of ‘Holdings’ is not capitalised in the case of ‘the Offshore Fund’.
The ‘persons with significant control’ of MSD (Marcello Liguori, John Licciardello and Robert Michael Platek) are all US residents. Being a ‘person with significant control’ means meeting the criteria laid down in the UK government’s guidance; the guidance speaks of ‘beneficial owners’ rather than ‘Ultimate Beneficial Owners’.[14] Ligouri and Platek are also directors. Liguori operates from the same address as the Michael S Dell Family Office.[15] He signed the debenture agreement quoting that address, and is a partner of MSD Partners LP, an SEC-registered investment adviser which in turn set up MSD Capital to ‘exclusively manage’ the assets of the Dell family of computer fame. The other director, and the only one who is a UK resident, is a Tina May Westwood, appointed on 24 February 2021.[16] Tina May Westwood has 44 director appointments.[17] This would indicate that she is a nominee director.[18] She appears to be the Tina May Westwood of Maples Group, another company formation agent but on an international basis.[19] This Tina May Westwood attests to being an expert in ‘fiduciary services’.[20]
Since MSD UK Holdings is not a bank, it is not an ‘obliged entity’ itself, but its lawyers, bankers, accountants and trust/company service providers (like Legallinx and 7SIDE Secretarial, and possibly Maples Group as well) are, and their files need to be investigated. Have they ever met any of these people? Are they sure they exist? Were they all duly classified as Politically Exposed Persons by dint of their connection as agents for Michael Dell? What account was taken of the jurisdictions (Cayman Islands and Jersey) that MSD is connected to as well as to the USA and UK? What is the source of wealth of MSD UK Holdings that enables it to make these substantial loans? What was the source of funds for the loan made to Derby? What exactly is this ‘Offshore Fund’ in the Cayman Islands? Who is the Ultimate Beneficial Owner of it? Is it plausible that these three US-resident individuals are ‘persons with significant control’ of MSD not just in the sense of their being registered as the owners of the shares, but also of being beneficial owners? Is it not more plausible that they are nominees for someone else, both as directors and shareholders?
Conclusion
Are you feeling perfectly well and not taken over by any sense of nausea? I personally feel quite sick that the sport has fallen so low as to engage in these antics, but still worse that the taxpayer is subsidising it. Even this small number of occurrences gives rise to many issues of public interest and concern. The government needs to step in and ensure all are inquired into and not just at Derby, Bolton and Newcastle. A thorough draining of the swamp is needed. That can only be done by people and organisations unconnected with any of it. The sport has surrendered its right to police itself
[1] https://www.brexit-watch.org/theres-a-cost-of-living-crisis-but-hey-lets-save-football-clubs-at-taxpayers-expense
[2] The six companies in administration owe respectively: Gellaw Newco £0, Sevco 5112 £657k, Derby County Football Club £26,639k, Derby County FC Academy £914k, Stadia DCFC £951k and Club DCFC £182k. Source: administrator’s AM03 Proposals document of November 2021
[3] https://www.theboltonnews.co.uk/news/19878292.government-future-fund-loan-share-conversion-affect-bolton-wanderers/?ref=rss accessed on 27 January 2022
[4] http://www.lyddonconsulting.com/wp-content/uploads/2022/02/Analysis-Bolton-Wanderers-16feb22.pdf
[5] UK’s 2017 Money Laundering Regulations: https://www.legislation.gov.uk/uksi/2017/692
[6] https://www.theguardian.com/football/2022/jan/21/mike-ashley-takes-legal-action-against-newcastle-co-owner-amanda-staveley accessed on 16 February 2022
[7] Companies House MR01 Registration of Charge of 25nov21 incorporating the debenture on the club’s assets
[8] MSD UK Holdings Limited annual report from Companies House, hereinafter ‘MSD AR’
[9] MSD AR p. 14
[10] Financial Action Taskforce guidance on shell companies: https://www.fatf-gafi.org/publications/methodsandtrends/documents/best-practices-beneficial-ownership-legal-persons.html accessed on 17 February 2022
[11] Company number 02707949, also registered at Churchill House, Churchill Way, Cardiff, Wales, CF10 2HH
[12] MSD AR p. 1
[13] MSD AR p. 2
[14] https://www.gov.uk/guidance/people-with-significant-control-pscs accessed on 17 February 2022
[15] Companies House MR01 Registration of Charge of 25nov21 p. 29
[16] Companies House filings on MSD
[17] https://find-and-update.company-information.service.gov.uk/officers/W9lJb_NG1OaTq9uwFVo3xBORl2U/appointments accessed on 16 February 2022
[18] https://www.thecorporategovernanceinstitute.com/insights/lexicons/what-is-a-nominee-director/ accessed on 17 February 2022
[19] https://maples.com/en/people/t/tina-westwood accessed on 17 February 2022
[20] https://www.occ.treas.gov/topics/supervision-and-examination/capital-markets/asset-management/personal-fiduciary-services/index-personal-fiduciary-services.html accessed on 17 February 2022