The Ownership Structure of Nationwide League Football Clubs by jolinmilioncherie

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									The Ownership Structure of Nationwide
League Football Clubs 2002-03
       by Stephen Hope



       School of Business and Social Sciences
       Roehampton, University of Surrey
       80 Roehampton Lane
       London
       SW15 5SL

       August 2003

       S.Hope@Roehampton.ac.uk
Contents
I Introduction                                                  3-6
II Summary of Ownership Patterns 2002-03                        6-8
III Listed Clubs                                                9-12
IV Holding Companies and Asset-Splitting                       12-15
V Mutuality and Community Clubs: Companies Limited by          16-20
Guarantee and Industrial and Provident Societies
VI Concluding Comments                                         21

Appendix 1: Shareholdings of Nationwide League Clubs 2002-03   22-31
Appendix 2: Shareholdings of Supporters Trusts 2002-03         32-33
Appendix 3: Clubs entering Administration or a CVA 1992-2003   34

References                                                     35




                                 2
I Introduction

           ‘Chairman come and go, managers come and go, players come and go
but the supporters are there forever’.1 If the supporters are the people who
‘really’ own football clubs, or who should own them, it leaves open the
question of who actually does? What follows sets out to answer this question
for the Nationwide League clubs of the 2002-03 season, mainly in terms of
their organisational structure, and in so doing provides an examination of the
ways in which it is done.

       Given the importance of football clubs to their individual supporters and
to the communities that they represent, it would seem a reasonable minimum
requirement that the game’s authorities know who, both as organisations and
as individuals, are currently in control of clubs.

       Details of the management and ownership of the 72 clubs are not at
the moment a matter of generally accessible public record. While as far as
their management is concerned, supporters can usually look inside a
programme or on the club’s website for a listing of officials, directors included,
answers to the question of who owns a club are not always so easily
obtained.

         There are individual clubs where executive matters are handled at
arms length from the owner(s) and club programmes and official websites are
not all that informative. Companies House records do go most of the way to
answering questions about the ownership of the Nationwide League clubs,
and Appendix 1 gives the latest (June 2003) information on their shareholding
concentrations on a club-by-club basis. However issues remain in identifying
the major shareholders as individuals at a number of them.


    Financial Context

       The financial context for the 72 Nationwide League clubs in the 2002-
03 season was largely set by an inheritance of (sometimes partly-funded)
stadium re-building, the rapid growth in staff costs (‘players wages’) since,
and largely because of, the establishment of the Premiership and the abrupt
termination of the ITV-Digital contract.

       This background of major investment spend and general financial
instability has left many clubs relying critically on those able to fill in the
difference between income and expenditure; often, though not always,
directors who have provided working capital in the form of equity and/or some
form of ‘soft’ loans.

       But their support has not prevented 33 clubs from either entering
administration or needing to negotiate a CVA since 1992, the year in which
the Premiership was formed. The chart shows the count year on year; in
1
    Brian Lomax’s address to Lincoln City supporters 2001, www.redimps.com.


                                                  3
many cases tales of clubs that have one way or another been rescued by the
collective efforts of individual supporters and by their respective communities
more widely. 2




                       Clubs Entering Administration or a CVA
                                     1992-2003

           12



           10



            8



            6



            4



            2



            0
                1992   1993   1994   1995   1996       1997   1998   1999   2000   2001   2002   2003




       While the growing divides within the game have for the most part
worked against the interests of those playing in the Football League, the
financial distress of individual clubs, from the second half of the 1990s on, has
at least coincided with a generally benign economic environment.

        There are however some good reasons for thinking that the UK
economy may well undergo a period of structural change in the next few
years.3 If the operating environment faced by Nationwide clubs at some point
passes through a period more like the early 1990s, it is not difficult to imagine
less time and effort being available from supporters and a less tolerant
attitude from creditors.

      No Football League club has folded in the last ten years and the
numbers exiting administration might be taken as support for the view that, as
important community institutions, clubs are above closure. Whether this is
2
 The 33 clubs are listed in Appendix 3. The counts cover the period to end June 2003.
3
 The prospects for which were given due emphasis by Mervyn King, the new Governor of the Bank of
England, in July 2003.


                                                   4
really justified is a moot point; but strategically the context for arguments
about more active regulation, and the ownership of clubs, is essentially the
matter of their survivability.


Football Clubs as Mutuals
        The classic characteristic of mutual businesses is an important element
of self-help, or self-supply; where the customers are part-producers who
better to be the owners? Football clubs in this sense are all mutuals given that
they rely crucially on their fans to provide support during matches as well as
(simultaneously) buying the end product on the pitch.4

        But this has not, historically did not, eliminate the need for working
capital with which to start up a club and this has nearly always been provided
by shareholders: at the end of the 2002-03 season, 70 of the 72 clubs in the
Nationwide Leagues are organised as companies with share capital and this
would seem likely to remain the structure used by a large majority for the
foreseeable future.

        However basic information about who it is that currently owns clubs:
the shareholding concentrations by individuals, the board and the supporters
generally are details that could fairly be given more prominence, and it leaves
open questions as to how these patterns might change in the future to help
stabilise the finances of those playing in the Football League.

Outline of Sections II-VI

      Section II summarises the legal structure and shareholding
concentrations of the 72 clubs in the 2002-03 season. This section also raises
some issues in identifying the owners of some clubs as individuals and
comments on the desirability of a ‘fit-and-proper person test’.

        Section III looks at the four listed clubs listed on the Alternative
Investment Market of the London Stock Exchange. Arguably their experience
since the mid-1990s reinforces the fundamental that football clubs should be
seen as mutual organisations, although there is detailed variation in
experiences.

       The companies listed on the London Stock Exchange are all holding, or
parent, companies and Section IV describes in fairly general terms the group
structures elsewhere. To some extent they can be seen simply as a legacy of
past ownership changes; although the existence of group tax relief and the
now defunct FA rule 34, which limited the payment of dividends to ‘the football
club company’, are also a part of the background.

4
  General measures of mutuality are rather elusive. Broadly the percentage of points clubs take from
their home games has declined from an average of over 70% in the mid-1970s; reasons for which might
include some combination of the changing atmosphere after moves to all-seater stadia, more away
support and shorter travelling times up and down the country, among other things.


                                                 5
       Section V is concerned with mutuality and ‘community clubs’. While all
72 clubs might be regarded on their own terms as ‘community clubs’, this
section is concerned with the six that have either a Company Limited by
Guarantee or an Industrial and Provident Society in control. Some interesting
questions are raised about quite what is meant by a community club.

       Section VI concludes.


II Summary of Ownership Patterns 2002-03

        Most of the 72 clubs were originally incorporated in the late 19th and
the early part of the 20th century as private companies with share capital, an
arrangement which limited the financial liability of their members, then and
now. As of the end of the 2002-03 season, around about a half of them are
still essentially constituted in this way.

       The simple one club-one company organisational structure has
however become less typical; control over the majority voting rights at many
clubs now lies with a parent company in a group structure. The classification
of clubs by legal structure is given in Table 1, where it is apparent that the
majority remain directly, or ultimately, in the hands of private companies.

Table 1 Legal Structure 2002-03

Company Type        Division 1     Division 2       Division 3       Total
Public              10             2                2                14
- Of which listed   4                                                4
Private
-Limited by         14             20               18               52
shares
-Limited by                        1                2                3
guarantee
IPS                                1                2                3

Source: Companies House Records

       The exceptions to the general pattern are relatively small in number.
Millwall, Preston North End, Sheffield United and Watford are listed on AIM,
the Alternative Investment Market at the London Stock Exchange. There are
three clubs that are controlled by Companies Limited by Guarantee (CLGs):
Wycombe Wanderers, AFC Bournemouth and Rushden and Diamonds and
three are in the hands of the members of Industrial and Provident Societies:
Lincoln City, Chesterfield and York City.

       Measured by turnover Football League clubs are small-medium sized
enterprises (SMEs), businesses that are often in the hands of a single or
small number of individual(s). An indication of the pattern of shareholding
concentrations held by individuals is given in Table 2, which shows an
absolute majority holding at a majority of clubs and with a third of them it is


                                        6
three-quarters or more.5 Studies of ownership sometimes suggest that a
figure of 25% of the share capital is, in practice, sufficient for control; at only
about a quarter of clubs is the largest shareholding less than this figure.



Table 2 Estimated Concentration of Shareholdings 2002-03

                       Division 1          Division 2           Division 3            Total
More than 75%          6                   11                   8                     25
More than 50%          6                   4                    5                     15
More than 25%          5                   3                    5                     13
Less than 25%          7                   6                    6                     19

Source: Companies House Records


A Fit-and-Proper Person Test?

           As put by one well-known industry commentator 6

        ‘The social and economic importance of the smaller clubs should not
be underestimated. Sports clubs, and football clubs in particular, have a
customer base unlike any other industry and they provide substantial benefits
for their local community and economy. Those charged with their operation
have many obligations and responsibilities – and it isn’t an easy life. Club
directors need to display firm management on a daily basis and use their
business acumen consistently to implement the over-riding business
imperative- on wages, and on transfer activity, spend what you can afford’.

       To which end those who take charge of football clubs could reasonably
be required to provide evidence for their financial integrity and wherewithal.
Arguably there are some parallels with other community institutions: credit
unions for example; where consolidation has led to similar turnovers to
Nationwide clubs, a changing managerial climate which emphasises the need
for social businesses to be properly run as businesses, and with it regulation
by the FSA including the introduction an ‘Approved Persons Regime’.

       The Football Task Force recommended that the FA should introduce a
requirement that those wanting to own a substantial number of shares, be ‘fit
and proper persons to do so”. It ought to be a good investment in the
reputation of the game; and could, for example, have helped avoid the
problems at Chesterfield in 2001. Basic requirements about disclosure of who
when a club changes hands, should have helped the situation at Luton Town
this summer.



5
    Details are given in Appendix 1.
6
    2002 Deloitte and Touche Annual Review of Football Finance Page 25, Deloitte & Touche Sport.


                                                  7
       It does, of course, raise the question of whether it is possible to identify
shareholders as individuals within the present structure; a pre-requisite for
knowing when there are changes in the future. It also leaves open the
question of quite what size of holding constitutes a substantial number? In
particular, how far below the 50% mark gives effective control of a club?


Identifying Club Owners
       Companies with share capital run 70 clubs and companies with share
capital come with (individual or collective) majority shareholdings. The most
recent annual accounts and returns makes identification of club owners as
individuals possible at many of the Nationwide clubs, but not all.

       There is an extra layer of detail given that approaching a half of the
clubs have parent companies or organisations that control ‘the football club
company’, and there are some cases where the position is not clear or at least
not formally registered:

          (I)         those at some point in the process of changing hands
                      (Huddersfield, Notts County…) and some clubs that have
                      changed hands in the recent past and the timeliness of the
                      reported information to Companies House is a factor; - those
                      with no details beyond the incorporation documents, or in
                      other circumstances those where a company name changes
                      between annual returns.
          (II)        while the identity of some shareholders at those clubs where
                      the holding is ultimately registered overseas would pass a
                      ‘beyond reasonable doubt test’, the position is not always
                      clear.


What is a Substantial Holding?
       The length of this particular piece of string varies quite a lot for all sorts
of reasons, but a sensible answer can be given on a club-by-club basis with a
reasonable degree of monitoring. At a time when the Independent Football
Commission has urged ‘that accountability and transparency must be even
higher on the governing bodies agenda’7, in general little more than the
requirements of general company law would be needed, although the
timeliness of reported information could turn out to be an important issue.




7
    IFC Annual Report 2002.


                                           8
Section III Listed Clubs

Millwall, Preston North End, Sheffield United and Watford

        Investor–owned organisations are principally about generating profits
for distribution one way or another to their shareholders. Given that football
clubs are essentially about winning football matches, the clubs that have listed
would, at first sight, appeared to have set themselves a difficult task in trying
to do both, if the purpose was to attract finance from external (non-supporter)
investors.

        In the summer of 2003 there were four Division 1 clubs listed on the
Alternative Investment Market (AIM) of the London Stock Exchange; a market
for smaller companies where investors take on relatively high-risk prospects
and look for a return, usually, through a rising share price. Three of the four
clubs were floated in the 1990s, when market sentiment was rather different
to that of today; Table 3 summarises their experiences.

Table 3 The Listed Clubs

Company        Date of   Issued     Number of                Largest     Share Prices
               Flotation Share      Shareholders             Holding
               8                  9                                      Opening        High      June2003
                         Capital £                           (%)10
Millwall       1997      2,429,587 42,000+                   1.77        1p            ~1.28p      ~0.1p
Holdings
PLC
Preston        1995         3,295,679 ~3,380                 26.1        400p          ~600p       ~115p
North End
PLC
Sheffield      1995         8,963,848 8,950                  22.4        80p           ~136p       ~8p
United
PLC
Watford        2001         5,283,083 2,014                  ~40.0       125p          125p        ~20p
Leisure
PLC

Source: Companies House Records11


       Arguably the share prices of the four companies now just reflect their
mutual value as football clubs. Some comment on each club follows.




8
  Post June 1997 for Millwall.
9
  The Share Premium Accounts of the four clubs varied from £4.8mn (Watford) to £13.9mn (Sheffield
United) as given in their most recently filed accounts.
10
   See comment on Millwall Holdings, Sheffield United sourced from London Stock Exchange news
service, Watford Leisure figure after first share issue.
11
   ISC, the number of shareholders and the largest holding taken from Companies House records; share
price data taken from the London Stock Exchange. Millwall post 1997 administration data


                                                 9
Millwall Holdings PLC
       After the club went into administration in 1997, a share issue and listing
generated the necessary cash to satisfy the creditors and avoid liquidation.
Further issues have followed since with the purpose of raising working capital,
the latest of which came at the end of the 2002-03, a season of lower
attendances and the aftermath of the ITV-Digital collapse.

        The offer was partly underwritten by the chairman and involved a
capital reconstruction; prior to the summer share offer the (beneficial) holdings
of the board were a little over 2% of the share capital, although the effect of
the share issue, including an exchange of debt for equity, means this figure is
set to rise to 18% or more.12

Preston North End PLC
       ‘Proud Preston’, one of the founder members of the Football League
and first ever ‘double-winners’ were also one of the first to be admitted to AIM
when it was launched in 1995. The club, at the time controlled by the Baxi
Partnership, were committed to ‘restoring the fortunes of PNE FC and re-
establishing it as a major force in English Football’.13

       As a factor generating momentum behind the club’s fortunes the first
share issue broadly met much of its wider purpose14: Preston were promoted
twice in a five year period, Deepdale was substantially re-built and the
National Football Museum was opened in 2000. The principal shareholder in
the company is now the Friends of Preston North End, a holding company for
the interests of a small group of supporters, including the chairman. Around
25% of the share capital is held by Chase Nominees Limited; a subsidiary of
J.P Morgan Chase Bank.


Sheffield United PLC

       The PLC company recently moved back to AIM in the summer of 2003,
following an Open Offer which set out to raise around £4.8mn to fund the
building of a youth academy and reduce the company’s gearing. Applications
for around 80% of the 49mn+ shares were received.

      The directors of the company now hold in excess of 40% of the
enlarged share capital of the company, although not all of it is beneficially
held.



12
   Depending on the success of the share issue in raising funds: a figure of around 22% if only the
minimum amount is raised; Source Millwall Holdings PLC Prospectus 2003.
13
   Preston North End PLC Prospectus 1995.
14
   There was a second share issue in 2000.


                                                   10
Watford Leisure PLC
       Listing in 2001 was prompted by a desire to ‘enhance the profile and
prospects of the Group….allowing supporters to participate in shaping the
future of the club’.15 Positive, if qualified comment, was made in relation to
the payments of dividends ‘which will reflect the Group’s operating results,
financial condition and other factors’.16

       The funds raised, around £5mn, were used to secure the freehold of
the stadium but an expensive gamble on returning to the Premiership failed,
and a financial crisis followed in the summer-autumn of 2002. The freehold to
the ground was sold six months after its purchase and a second share issue
was needed to generate working capital.

       The net effect of the first issue was to dilute the board-holding from
94% to around 82%;17 prior to the first share issue Penguin Overseas
Associates Limited held just under 50% of the company stock, afterwards it
was just under 40%. Following the second share issue, the board and five
other holdings of some size have been joined by a sixth: Watford Supporters’
Trust.

Comment
          So does a stock market listing

         (I)          encourage more supporters or encourage external investors
                      to buy shares in a club?
         (II)         disperse shareholdings so that no one individual is in control?
         (III)        raise more revenue?

      We will never know with certainty what would otherwise have been the
case with those who are listed. Millwall’s 42,000 plus shareholders are
evidence for investment by a rather large number who are not currently
season-ticket holders, and Sheffield United have around three times as many
shareholdings as Sheffield Wednesday. The counts for Preston North End
and Watford are not out of line with elsewhere.18

       There is no majority shareholding among the listed clubs. Among the
other clubs with which the four could be compared Derby County, Norwich
City and Nottingham Forest have individual (joint) majority shareholdings;
although there are others without (Ipswich Town, Leicester City and Sheffield
Wednesday).

        Beyond the immediate detail, the question of whether the stock market
will be a significant source of further capital for those who are listed in the
15
   Watford Leisure PLC Prospectus 2001
16
   Watford Leisure PLC Prospectus 2001
17
   Together with five other holdings of 2-3%.
18
   Given the dates since the last share issue and the age of the share registers at other clubs.


                                                     11
future remains an open question, unless, perhaps, the last cycle of market
activity happened to be the last ever. Those who emphasis the fundamentals
of the costly business of winning football matches and the competitive
pressures between clubs which bid away anything like a profit margin would
tend to answer sceptically. Conversely, the Keynesian ‘beauty contest’, that a
successful investment depends rather a lot on individual perceptions of the
market perceptions of others, points contrarily.

Section IV Holding Companies and Asset-Splitting

 Holding Companies

       Millwall, Preston North End, Sheffield United and Watford are clubs
with a holding or parent company: i.e. they have a structure in which a
company holds a majority, or all, of the share capital in the ‘football club
company’. Of the clubs playing in the Nationwide Leagues in the 2002-03
season around a half of them operated within a structure that involved a
parent company.19 Clubs where there is a single holding or parent company
are given below in Table 4.

           Table 4 Clubs with a Single Holding or Parent Company

Club                          Holding Company               Club                          Parent Company
Bradford City                 Bradford City                 AFC Bournemouth               AFC Bournemouth
                              (Holdings) Limited                                          Community Youth
                                                                                          Fund Limited
Bristol City                  Bristol City (Holdings)       Blackpool                     The Blackpool
                              PLC                                                         Football Club
                                                                                          Properties Limited
Carlisle United               CUFC Holdings                 Leyton Orient                 Matchroom Sport
                              Limited                                                     Limited
Millwall                      Millwall Holdings PLC         Mansfield Town                Stags Limited
Plymouth Argyle               Plymouth Argyle               Nottingham Forest             CFFN Limited
                              Football Company
                              (Holdings) Limited
Queens Park                   QPR (Holdings) PLC            Preston North End             Preston North End
Rangers                                                                                   PLC
Reading                       Reading Football Club         Rotherham United              C.F. Booth Limited
                              (Holdings) PLC
                                                            Sheffield United              Sheffield United PLC
                                                            Sheffield Wednesday           Sheffield
                                                                                          Wednesday PLC
                                                            Watford                       Watford Leisure PLC
                                                            Wrexham                       Memorvale Limited

Source: Companies House Records



19
     Chesterfield and York City have Industrial and Provident Societies as parent organisations.


                                                     12
       There are clubs where there is an intermediate parent and an ultimate
parent company. In other words, the majority shareholding in the company
that controls the ‘football club company’ is itself held by another company: the
ultimate parent. Table 5 gives the clubs with such a structure.

        Table 5 Clubs with an Intermediate and Ultimate Parent Company

Club                   Intermediate Parent(s)                        Ultimate Parent Company
Brentford              Altonwood Limited                             Altonwood Holdings Limited
Brighton and                                                         Brighton and Hove Albion
Hove Albion                                                          Holdings Limited
Cardiff City           Cardiff City Association Football             Rudgwick Limited
                       Club (Holdings) Limited
Darlington             George Reynolds (UK) Limited                  George Reynolds Limited
Derby County           Derby County Limited                          Derbyshire Enterprises Limited
Kidderminster          Homewave Limited                              FN Holdings Limited
Harriers
Wigan Athletic20

Source: Companies House Records

       It is also worth noting that there were eight clubs who had their majority
shareholding in a structure that leads (eventually) outside the UK. They are
given in Table 6.

Table 6 Overseas Connections

Club                              Intermediate Parent                Overseas Organisation(s)
Coventry City                     Coventry City Football             Craigavon Limited, Sphere
                                  Club (Holdings) Limited            Trustees Limited (Channel Islands)
Hartlepool United                 Increased Oil Recovery             Network Drilling Limited (Channel
                                  Limited                            Islands)
Oxford United                                                        Firoka (London Park Limited)
                                                                     (Channel Islands)
Portsmouth                                                           Trustees of the Milan
                                                                     Mandaric2000 Irrevocable Fund
                                                                     (the US)
Southend United                                                      South-Eastern Leisure Company
                                                                     Limited (British Virgin Islands)
Stoke City                                                           Stoke City SA (Luxembourg)
Wimbledon                         The Wimbledon Football             Blantyre Ventures Limited (British
                                  Club (Holdings) Limited            Virgin Islands)
Wolverhampton                     WW (1990) Ltd                      Wend Investments Ltd (Bahamas)
Wanderers

Source: Companies House Records



20
  Whelco Limited has been dissolved since the date of the last Annual Return of Wigan Athletic
A.F.C. Limited.


                                                 13
       From which it is evident that clubs with holding or parent companies
come from all three divisions and that there is no very obviously discernable
pattern between size and structure. It is worth noting that for some (Bradford
City, Bristol City, and others) the ‘football club company’ is a wholly-owned
subsidiary of the parent; which are, in effect, the football club at one
organisation’s remove.

        Clubs with a parent company tend to have the majority share capital in
the hands of a small number of individuals because they are the companies of
a small number of business partners and/or family members; although the
listed clubs go against this tendency.

        Identifying the individual owner(s) of a club is not therefore always
entirely straightforward.

         (I)               Where the (ultimate) parent company does have a
                           number of relatives and/or business partners as
                           shareholders what, if any, role or relationship they may
                           have with the football club is simply an unknown from the
                           corporate documents.
         (II)              The position in relation to those clubs where there is an
                           overseas connection is rather mixed. At Oxford United,
                           for example, the most recently filed accounts of the
                           parent company give the name of the (only) shareholder
                           in that company; the position at Portsmouth, Southend
                           United and Wolverhampton Wanderers would also seem
                           to be clear enough vis-à-vis their owners. But this is not
                           always so: at Stoke City while the 2002 annual accounts
                           state that two directors of the club have holdings (of less
                           than 1%) in the parent company, there is no other
                           information given about the shareholders of Stoke City
                           SA.


 Asset Splitting
        A well-publicised tendency at some Football League clubs has been to
form a second (‘holding’) company and then separate the ground from ‘the
club’. This has been a source of criticism from fans organisations who
highlight the unsettling effect it has among supporters, and who point to the
potential for villainy by those who may be about to sell the ground (or the land
on which it is built) for their personal benefit.

       How large an issue this is in general is an open question.21 The
ownership structure of the grounds that clubs play at would be a worthwhile
study in its own right. The general indebtedness of clubs comes with a queue
of high street mortgage lenders, finance companies, breweries, directors and

21
  David Conn in his excellent book, ‘The Football Business: Fair Game in the 90s’ is sharply critical
of the capitalisation of the assets of Premiership clubs that took place then. Given the financial context
facing many Nationwide League clubs the general issue in 2003 is essentially survival.


                                                    14
others with loans secured on the assets of the club. Table 7 summarises the
total counts of part or unsatisfied debentures, mortgages, legal charges as of
the summer of 2003.


Table 7 Debentures and Other Charges June 2003

Number                 Division 1   Division 2    Division 3
0                      1            4             3
1                      4            5             2
2                      3            4             8
3                      3            7             0
4                      3            2             3
5 or more              10           2             8

Source: Companies House Records

        Given the numbers that have been through some form of insolvency
proceedings in the last decade the total counts are, perhaps, not especially
surprising. Putting it in conventional financial terms the physical assets are
effectively ‘owned’ by the mortgagors and charge holders and the clubs, as
holders of the share capital, have the option of buying back whatever is
mortgaged if it can generate the necessary funds.

       Taking a positive view of the capacity of clubs to do just that does, of
course, raise the ownership question. A number of heavily indebted Football
League clubs have in the past changed hands for nominal sums for what in
the short-term is, in effect, the right to manage debt. More may well do so in
the future which brings us to the detail of what kind of structure(s), and what
kind of balance of shareholdings between the major shareholder(s), the board
and the wider fan body would do most to aid the financial stability of clubs in
the future?

       In the last few years Crystal Palace, Hull City and Portsmouth have
been dug out of their difficulties with a takeover that involved a 100%
shareholding in a new structure.22 Elsewhere, Swansea City, for example,
moved away from one very large shareholding, to a new structure where
individuals and businesses each have a minority holding and individual
supporters have representation on the board via the supporters’ trust.

       At the other end of the spectrum in terms of shareholding
concentrations, three clubs now have Industrial and Provident Societies in
control and the next section looks at their experience together with the three
‘CLG clubs’.




22
     99.9% at Portsmouth


                                          15
Section V Mutuality and Community Clubs:
Companies Limited by Guarantee and Industrial and
Provident Societies


Companies Limited by Guarantee: Wycombe Wanderers, AFC
Bournemouth and Rushden and Diamonds. Industrial and Provident
Societies: Lincoln City, Chesterfield and York City



Companies Limited by Guarantee

       Football League rules currently require that a club be organised as a
limited liability company. This gives us two legal forms: companies limited by
share capital and companies limited by guarantee (CLGs); with a CLG
members are members rather than shareholders, and their liability is
(guaranteed to be) a fixed, typically nominal sum.

       This kind of legal structure is not normally associated with profit-making
by individual members. It is used by subscription-based, voluntary-sector
organisations and by those who receive a grant as a major source of their
funding, Universities for example. It is much less in evidence in the world of
professional football, if only because it typically requires ‘a gift’ from someone
or body to start up a club in this way.

      At the end of the 2002-03 season there were just three clubs controlled
by CLGs. They were

Wycombe Wanderers
      This is a club that has sustained a mutual type structure through its rise
from non-league status to Division II. Incorporated in 1980 as Wycombe
Wanderers Football Club Limited, first in list of objects is

      “To establish, subsidise, support and maintain a football club created
by and from the members of the Wycombe Wanderers Football Club”. 23

(Emphasis added).

        Club members are those who have been season-ticket holders for
three years or more and who apply for membership although numbers are
limited to 500. One member one vote applies at the club’s AGM, and ultimate
control of the club’s assets therefore resides with these individuals as season-
ticket holders.

23
     Memorandum of Association of Wycombe Wanderers Football Club Limited.


                                               16
       Originally one board member in three retired each year, it was
increased to one in five in 1987; an arrangement that has been associated
with extended periods of stability among the directors of the club; four of the
current board of seven have been directors since the early 1990s.

        However critical to the club’s progress over the last 20 years, and with
it factors in retaining its legal structure, have been the sale of the Loakes Park
ground in the centre of the town in 1990 for £3.6mn; a very large sum for what
was then a non-league club with a turnover of around £225,000. It was
broadly enough to fund the building of (the then named) Adams Park. The
financial stability of the club has also been helped in general by its upward
progress on the pitch and the more recent efforts in commercial and
merchandising activities.


AFC Bournemouth
        At Bournemouth a company limited by guarantee holds the majority
voting rights in a company with share capital. The 2003 Annual Return of
Bournemouth and Boscombe Athletic Community Football Club Limited gives
a total share capital figure of £1,106,502, of which £1,106,500 are ordinary
shares and £2, two golden shares, carry 51% of the voting rights. These two
shares are held by AFC Bournemouth Community Youth Fund Limited, the
company limited by guarantee.

       This particular structure arose out of the financial distress that lead to
the club being placed in the hands of the administrative receiver early in 1997.
At a public meeting attended by an estimated 2,500 supporters a trust fund
was formed, in effect a fighting fund, which helped keep the club afloat until
the end of the season.24

        However the deal that took the club out of hands of the receiver that
summer saw control pass to just three of the lead figures of the trust fund, not
elected then or since, who became the then members of the CLG.
Membership of the ‘Community Youth Fund company has since been
restricted, and, while following the establishment of Supporters Direct, it now
includes two members from a supporters’ trust: the Community Mutual, its
total membership in the company’s Annual Return of 2003 was six.

       The club’s constitution states that it is the holders of the two Youth
Fund Shares who have 51% of the voting rights in the ‘football club
company’.25 These two shares are held in the name of the Youth Trust in the
most recent Annual Return, but who the trustees are as individuals is not
stated in the documentation submitted to Companies House. In early 2003
there was a further (ordinary) share issue that has increased the number of

24
  Administrative Receiver’s Report June 1997.
25
  Article 7 of the Articles of Association of Bournemouth and Boscombe Athletic Community
Football Club Limited.


                                               17
individual shareholders to over 1300; it remains to be seen what, if any,
structural changes will follow.


Rushden and Diamonds
       This club is the product of a merger in 1992 between RushdenTown
and Irthlingborough Diamonds, and has had a large amount of support from
the R. Griggs Group Limited; who in the last decade have overseen the club
up to Division II of the Football League.

       The revenues of the club are dominated by sponsorship and
advertising, over 70% of turnover in the most recent set of accounts. The
membership of Rushden and Diamonds F.C. Limited consists of the seven
directors of the club.



Industrial and Provident Societies
       Since the establishment of Supporters Direct three clubs are now in the
hands of the members of Industrial and Provident Societies;26 although given
current Football League requirements they control the largest (Lincoln City) or
the majority (Chesterfield, York City) shareholding in companies with share
capital.


 Lincoln City

       The community ownership structure adopted in early 2001 consisted of
a combination of new investment from individual businesses and the holding
of Lincoln City Supporters Trust, a gift from the previous chairman. The
breakdown of the shareholdings is shown in the pie chart: in addition to the
supporters’ trust, shares in the club are held by the Lincoln Co-operative
society, local businesses, individual supporters with (relatively) large holdings
and a sizeable number of supporters as individuals.27




26
     Industrial and Provident Societies are open membership, not-for-profit bodies.
27
     Individual shareholdings (1000+) with less than 1% of the share capital.



                                                     18
                   Shareholdings in Lincoln City FC 2002




                                         Small
                                      shareholders
                                          12%
                                                                     Lincoln City
                                                                     Supporters'
                                                                        Trust
                                                                         36%
                    Individuals
                       25%




                                                                 Lincoln Co-op
                                                                      8%
                                    Local
                                  Businesses              LDFSC
                                     14%                   5%




        The club has had something of a turbulent ride in the last couple of
years. In 2002 it slid into administration: partly the legacy of debts and the
double-counting of TV revenues not known about at the time of the takeover,
but also partly the level of staff costs prevalent in the game generally.
        Its exit from administration involved around 120 unsecured creditors
collectively forgiving a sizeable sum in exchange for the right to share capital
in the club.28 However the club does have a structure that directly links fund-
raising to board representation among various groups of supporters, and in
the past year there has been progress to the point where there is now a
second elected supporter-director.


Chesterfield

        Chesterfield Football Supporters’ Society took over in 2001 after a
relatively cash-rich club turned into one with major debts during previous
ownership. After a period of disputed ownership, and against a background of
fraud squad investigations, the supporters’ trust eventually gained control of
the club.



28
  Some of who accepted it, VAT bad debt relief is a factor in the decision making of trade creditors.
Source Statement of Administrators’ Proposals and verbal communication with the club chairman.


                                                     19
        While CFSS is the majority shareholder, the club remains heavily
indebted with a large number of secured creditors and the composition of
football club board reflects this fact. Two of the trust’s directors left the board
of the football club in April 2002, and one of them was to subsequently to
resign from the post of trust chairman.

        Much of the activity of the trust has concentrated on the details of
organising fund-raising events and investigating possible new ones, together
planning work on the new stadium.29 At the end of the 2002-03 season two
trust representatives were on the board of the football club: a stadium director
and a community director.

York City
        York City Supporters Trust successfully took the club from the hands of
the administrator in March 2003, after some difficult years in which the
ownership of club and ground were separated in 1999 and a period of
‘transitional’ ownership in 2002 did not deliver all that was hoped for by
supporters.

        The new structure has three board members of York City Football Club
Limited elected by trust members with a further three directors of the football
club co-opted. As of June 2003 the share capital registered at Companies
House was just that of the incorporation documents: £1; although at a public
meeting the indications were that the trust holding would be set at 85% of a
total of £250,000 share capital with the balance of (non-voting) shares being
held by one of the co-opted directors.

Comment
       It seems reasonable to ask whether mutuality might be the future for
clubs, particularly but not exclusively, for those in Divisions II and III. In
principle, despite the varied and at times bumpy ride of the individual clubs in
the last couple of years, a mutual-type structure fits well with the case for
financial prudence: application of the ‘golden rules’ of a balanced budget and
only borrowing to invest over the medium term. But it is also a structure that
puts a premium on good financial management.

       Arguably if there were say, 15-20 open membership, not-for-profit
organisations in charge of clubs in, say 3-5 years, it would make some impact
on the wider financial risks that all clubs face. Giving first priority to financial
prudence is consistent with a variety of structures; but those that waive their
(majority) share capital options have a fair case for wider support on that
basis.




29
     CFSS members held a vote on the alternatives in the summer of 2003.


                                                   20
VI Concluding Comment

       This study has concentrated on the ‘football club company’; any future
studies would be the better for a more systematic analysis of the ownership of
the grounds that the clubs play at and also more detailed examination of the
indebtedness of clubs and the links to their shareholdings.

        It is arguable that the publication by Deloitte and Touche Sport of their
Annual Review of Football Finance has, over a period of several years,
helped lead to some action on staff costs. An annual publication that monitors
the ownership structures and examines ownership questions should help
raise awareness about an important aspect of football clubs which, despite
their problems, make a disproportionate contribution to the social wealth of
this country.


August 2003
Centre for Nonprofit and Voluntary Sector Management
Roehampton
University of Surrey




                                       21
Appendix 1 Concentration of Shareholdings 2002-03
        The concentration of shareholdings at each club is given below for the
Nationwide League clubs for the season 2002-03. The data comes from the most
recent set of Annual Accounts (AA) and/or Annual Return (AR) lodged at Companies
House by June 2003, for some clubs additional detail comes from share allotment
returns.
        For each club the starting point is the immediate company that operates or
controls the football club. This is all that is required for Boston United..……Wycombe
Wanderers. For the rest there is further detail on the parent companies or
organisations, i.e. those that own the companies that control the football clubs: AFC
Bournemouth, Blackpool, Bradford City….. For some clubs there are intermediate
companies as well: Brighton and Hove Albion, Cardiff City….
        Where there is more than one class of share capital, the Issued Share Capital
(ISC) figure aggregates the different classes as given in the AR by each club.
This is an essentially notional figure, simply needed to work the % figure for the
largest holding. There are exceptions, some relatively recent large contributions at
certain clubs for example; Rushden and Diamonds and Wycombe Wanderers both
have figures of 0 as they are operated by Companies Limited by Guarantee, where
members are members rather than shareholders.

       Some details:

       (I)       The ISC figure for the majority of clubs is made up of ordinary share
                 capital; in some cases there are preference shares as well, which,
                 with exceptions, are non-voting shares. The largest figure is the %
                 of the ISC, although where including the preference shares makes
                 a significant difference, i.e. where it would move the club from one
                 category to another in terms of Table 2, it is separated.
       (II)      The board figures are included for some clubs and where this is
                 done it refers to the board of ‘the football club company’. With
                 around a half of the clubs having a parent organisation, the shares
                 at some clubs not being beneficially held and the age and
                 readability of some bulk shareholders’ lists also being factors, the
                 entries are limited in number.
       (III)     The timeliness of the information supplied is obviously an important
                 issue. Less than half the clubs had submitted 2003 returns by the
                 cut-off date, and for some the last Annual Return dates to 2001.
                 Even where a 2003 Annual Return has been submitted with a bulk
                 shareholders list, the information can date back by a year or so.

       The classification of Tables 1 and Table 2 in Section II are given at the end.




                                          22
Club                  Issued         Shareholdings
                      Share          Nos   Largest £(%)            Board
                      Capital £                                    (%)


AFC                   1,106,502      ~35       2(51)
Bournemouth
Bournemouth and Boscombe Athletic Community Football Club Limited.
Source AR2003. Parent company is AFC Bournemouth Community Youth
Fund Limited, a company limited by guarantee. Further detail section V.
Additional share issue in 2003.
Barnsley
Barnsley Football Club 2002 Limited. Incorporated October 2002 with 1 share
(Cobbetts (Nominees) Limited). Change of ownership reported June 2003.
Blackpool             30,000         ~200      28,588 (95.3)
The Blackpool Football Club. Limited. Source AR2003. Parent company is
The Blackpool Football Club Properties Limited; 1,713,594 shares, aggregate
nominal value £1, ~ 300 shareholdings, largest individual holding is
1,604,694 (93.6%). Source AR2003 (The Blackpool Football Club Properties
Limited).
Boston United         600            ~160      298.75 (49.8)       18.3
Boston United Football Club Limited. Source AR2002. Subsequent board
change and share allotments 2003.
Bradford City         177,212        1
Bradford City AFC (1983) Limited. Source AR2003. Parent company is
Bradford City (Holdings) Limited; ISC £65,223, ~ 330 shareholdings, largest
£32065 (49.2%) –two, board holding 98.3%. Source AR2003 (Holdings).
Brentford             2,000            ~220     1,207 (60.3)        Nominal
Brentford FC Limited. Source AR2002. Majority shareholder is Altonwood
Limited; ISC £54,300, 1 shareholder Altonwood Holdings Limited, 1 individual
100% beneficial interest. Source AR2002 (Altonwood Limited), AA2002
(Brentford FC Limited).
Brighton &            105,233        3
Hove Albion
The Brighton and Hove Albion Football Club, Limited. Source AR2002. ISC
figure is aggregation of Ordinary and Ordinary A shares. AR gives 3
shareholdings plus others with 6 shares between them. Ultimate parent
company is Brighton and Hove Albion Holdings Limited; ISC £4,537,630, 11
shareholdings, largest £1,367,500 (30.1%). Source AA2002, AR2002
(Holdings).
Bristol City          1              1
Bristol City Football Club Limited. Source AR2002. Parent company is Bristol
City (Holdings) PLC, ISC of £2,442,490, ~ 3450 holdings, largest holding
£608,666 (24.9%), board holding 87.1%. Source AR2002 (Holdings), AA2002
(Holding).
Bristol Rovers        121,260        ~580      39,809 (32.8)       72.1
Bristol Rovers Football Club Limited. Source AR2003. Largest figure includes
GMH Dunford Trust.
Burnley               42,427         ~1400     19,099 (45.0)       82.4
The Burnley Football & Athletic Company, Limited. Source AA2002, AR2002.
Bury                  2,515,362      ~470      ~2,208,882          Small
                                               (88.0)
The Bury Football Club Company Limited. Source Creditors Meeting Report
2002, AR2002, Share allotments 2002.




                                             23
Club                  Issued          Shareholdings
                      Share           Nos   Largest £(%)            Board
                      Capital £                                     (%)


Cambridge             651,257         ~400      110,000 (16.9)      57.1
United
Cambridge United Football Club Limited. Source AR2003.
Cardiff City          2,016,004       1

Cardiff City Football Club Limited. Source AR2003. Immediate parent
company is Cardiff City Association Football Club (Holdings) Limited; ISC
£3,807,328, ~270 shareholdings, largest is Rudgwick Limited (82.9%); a
company with ISC of US $100,000+£100, 2 shareholdings, largest 99%.
Source AR2002 (Holdings) AR2002 (Rudgwick Limited).
Carlisle United       144,891         ~540     135,036 (93.2)
Carlisle United Association Football Club (1921) Limited. Source AR2002
Parent company is C.U.F.C. Holdings Limited; ISC £125, 3 shareholdings,
largest £67 (53.6%). Source AR2003 (Holdings), share allotments 2003
(Holdings).
Cheltenham            107,151         ~310     12,873 (12.0)        70.9
Town
Cheltenham Town Association Football Club Limited. Source AA2002,
AR2002.
Chesterfield          785,105         ~380     575,000 (73.2)
CFC 2001 LTD. Source AR2002. Majority shareholder is Chesterfield
Football Supporters’ Society Limited. Further detail Section V.
Colchester            150,990         ~175     120,965 (80.1)
United
Colchester United Football Club Limited. Source AR2003. Subsequent
change to majority holding.
Coventry City         100             2
Coventry City Football Club Limited. Source AR2002. £99 of share capital
held by Coventry City Football Club (Holdings) Limited, a company with ISC
£13,947, ~ 665 shareholdings, main holding-two, £4308 (30.9%), both
companies registered in Channel Islands. Source AR2002 (Holdings)
AR2001 (Holdings).
Crewe                 100,000         860      25,750 (25.8)        63.6
Alexandra
The Crewe Alexandra Football Club Company, Limited. Source AR2002.
Crystal Palace 10,175,000             1       10,175,000 (100) 100
Crystal Palace F.C. (2000) Limited. Source AR2003.
Darlington            500,000         ~200     ~444,508 (88.9)
The Darlington Football Club, Limited. Source AR2002. Immediate parent
company) George Reynolds (UK) Ltd. ISC includes Ordinary, Preference and
Def.05p each. Ultimate parent George Reynolds Limited; ISC £500,000; two
shareholders largest £400,000. Source AR2001 (George Reynolds Ltd).




                                              24
Club                  Issued           Shareholdings
                      Share            Nos   Largest £(%)             Board
                      Capital £                                       (%)


Derby County          1,172,568        1
The Derby County Football Club Limited. Source AR2002. Immediate parent
company Derby County Limited; ISC £27,515,055, including Ordinary,
Ordinary A and Preference shares, ~1230 shareholdings, largest (ordinary)
11,361, 888 (50.5%) Derbyshire Enterprises Ltd, Source AR2002 (Derby
County Limited). Derbyshire Enterprises Limited, ISC £50,000; two
shareholders largest £49,999 (99.9%). Source AR2002 (Derbyshire
Enterprises Limited).
Exeter City           39,683           ~210      24,794 (62.5)
Exeter City A.F.C. Limited. Source AA2001, AR2002. ISC includes Ordinary
and 5% Non-cumulative preference shares.
Gillingham            470,051          3,330     349,167 (74.3)       75.0
Gillingham Football Club PLC. Source AR2002, AA2002.
Grimsby Town          236,900          ~750      56,052 (23.7)        44.7
The Grimsby Town Football Club PLC. Source AR2002, AR1999. AA2002,
ISC includes Ordinary (and Ordinary 1, Ordinary 2, Ordinary 3) shares.
Largest includes Ramsdens Holdings Limited.
Hartlepool            500,442          ~410      468,799 (93.7)
United
Hartlepool United Football Club Limited. Source AR2002. Immediate parent
company is Increased Oil Recovery Limited, a wholly-owned subsidiary of
Network Drilling Limited, a company registered in the Channel Islands.
Source AR2002 (Increased Oil Recovery Limited).
Huddersfield
Town

Hull City             1,316,001        1         1,316,001 (100)      100
The Hull City Association Football Club (Tigers) Limited. Source AR2002.
Ipswich Town          8,316            ~740      1841 (22.1)          43.9
Ipswich Town Football Club Company Limited. Source AR2002. Main
shareholding is ITFC Discretionary Trust and is included in the board figure.
Kidderminster         580,088          ~810      340,000 (58.6)
Harriers
Kidderminster Harriers Football Club Limited. Source AR2002. Immediate
parent company is Homewave Limited a company with ISC of £2, 1
shareholder, FN Holdings. Source AR2002 (Homewave Limited). FN
Holdings Limited; a company with ISC £3,480, 4 shareholdings. Source
AR2003 (FN Holdings Limited). Subsequent change to ISC of Kidderminster
Harriers Football Club Limited and share transfers. Source AR2003.
Leicester City        4,200,000        40        250,000 (6.0)
Leicester City Football Club PLC. Source share allotments 2003.
Leyton Orient         747,000          ~630      583,163 (78.1)       84.9

Leyton Orient Football Club Limited. Source AR2003, AA2002. ISC includes
ordinary, ordinary (2p paid), ordinary (partly paid). Parent company is
Matchroom Sport Limited: ISC £138, 6 shareholdings. Source AR2003
(Matchroom Sport Limited).




                                               25
Club                  Issued           Shareholdings
                      Share            Nos   Largest £(%)             Board
                      Capital £                                       (%)


Lincoln City          1,205,587        ~1150    428,661 (35.6)
Lincoln City Football Club Company Limited. Source AR2002. Main
shareholder is Lincoln City Supporters Society Limited. Further detail Section
V.
Luton Town

Macclesfield          297,680          ~1400    100,000 (33.6)
Town
Macclesfield Town Football Club, Limited. Source AR2002, AR2001. ISC
includes ordinary and preference shares.
Mansfield             275,055          ~160     265,657 (96.6)
Town
Mansfield Town Football Club Limited. Source AR2003. ISC includes
Ordinary, Ordinary A shares and Community Shares. Parent company is
Stags Limited; ISC £100, 2 shareholdings. Source AR2003 (Stags Limited).
Millwall              455,000          2        449,999 (99.9)
The Millwall Football and Athletic Company (1985) PLC. Source AR2003. ISC
includes Ordinary, 5% Cum Red Preference. Parent company is Millwall
Holdings PLC; ISC £2,429,587, 42,800+ shareholdings. Source AR2002
(Holdings). Share issue summer 2003. Further detail Section III.
Notts County

Nottingham            16,905,325       3        ~(75.0)
Forest
Nottingham Forest Football Club Limited. Source AR2002. ISC includes
Ordinary, Ordinary A, Deferred shares. Nottingham Forest PLC (5,196
shareholders) holds ~15% of the ordinary share capital. Source AR2002
(PLC). Parent company is CFFN Limited; ISC £5,000,001, 2 shareholdings.
Source AR2002 (CFFN Limited).
Northampton           578,426          ~530     266,667 (46.1)
Town
The Northampton Town Football Club Limited. Source AR2002. Subsequent
share issue 2003; largest holding now Premier Sports Development Limited
(£386,500). Source share allotments 2003.
Norwich City          333,750          ~950
Norwich City Football Club PLC. Source AA2002, Share Offer Document
2002, AR2002. ISC includes Ordinary, ‘A’ Preference, ‘B’ Preference shares,
in region of 8000 shareholdings, largest (joint) holding 61% of ordinary share
capital.




                                               26
Club                  Issued           Shareholdings
                      Share            Nos   Largest £(%)             Board
                      Capital £                                       (%)


Oldham                200,000                    190,581 (95.3)
Athletic
Oldham Athletic Association Football Club Limited. Source AA2002, AR2003.
Change of ownership reported July 2003.
Oxford United         283,742          435       264,136 (93.1)
Oxford United Football Club Limited. Source AR2002, AA2002. ISC includes
Ordinary, Ordinary 1, Preference shares. Parent company is Firoka (London
Park Ltd), 88.4% of ordinary share capital. Firoka (London Park Ltd); ISC
£100,000, 1 shareholder. Source AA2002 (Firoka (London Park Ltd)).
Peterborough          3,264,688        ~315      3,250,612 (99.6)     99.7
United
Peterborough United Football Club Limited. Source AR2002
Plymouth              15,000           ~930      11,375 (75.8)        75.8
Argyle
The Plymouth Argyle Football Company Limited. Source AR2002, AR1999.
Parent company is Plymouth Argyle Football Company (Holdings) Limited;
ISC £2100, 5 equal shareholdings. Source AR2002 (Holdings).
Port Vale
Port Vale (Valiant 2001) Football Club Limited. 4 shares allotted to one
individual April 2003. Source share allotment 2003.
Portsmouth            1,000,000        3         999,980 (99.9)
Portsmouth City Football Club Limited. Source AR2003. Majority holding is
Trustees of The Milan Mandaric2000 Irrevocable Fund.
Preston North         2,082,214        1
End
The Preston North End Football Club, Limited. Source AR2003. Parent
company is Preston North End PLC; ISC £3,295,679, main shareholding
£861,082 (26.1%) is the Friends of Preston North End Limited. Source
AR2003. Further detail Section III.
Queens Park           270,300          1
Rangers
The Queens Park Rangers Football & Athletic Club, Limited. Source AR2002.
Parent company is QPR (Holdings) PLC; ISC £599,550, in the region of 5000
shareholdings, largest QPR Nominees Limited (25.7%) Source AA2002,
AR2002 (QPR (Holdings) PLC).
Reading               750,000          1

The Reading Football Club Limited. Source AR2002. Parent company is
Reading Football Club (Holdings) PLC; a company with ISC of £2,233,367,
~500 shareholdings, largest is £2,199,535 (98.5%). Source AR2002
(Holdings), AR2001 (Holdings).




                                               27
Club                 Issued          Shareholdings
                     Share           Nos   Largest £(%)            Board
                     Capital £                                     (%)


Rochdale             68,856          ~235      7,286 (10.6)        36.0
The Rochdale Association Football Club, Limited. Source AA2002, AR2002,
AR2001.
Rotherham            306,000         ~180      263,153 (86.0)
United
The Rotherham United Football Club Limited. Source AR2002. Parent
company is C.F. Booth Limited; ISC £50,000, 8 shareholders. Source
AR2002 (C.F. Booth Limited).
Rushden and          0
Diamonds
Rushden and Diamonds F.C. Limited. Source AR2002. A company limited by
guarantee. Further detail in Section V
Scunthorpe           558,007         ~1730     150,000 (26.9)
United
Scunthorpe United Football Club Limited. Source AR2002. Main shareholder
is J. Wharton (Agriculture) Ltd; holding including in boardroom figure. J.
Wharton (Agriculture) Ltd; ISC £135,409 5 shareholdings, Source AR2003,
AA2002.
Sheffield            1,498,332       ~475      1,441,500 (96.2)
United
The Sheffield United Football Club Limited. Source AR2002. ISC is Ordinary,
Preference, Deferred Shares 2019, and Deferred Shares 2022. Parent
company is Sheffield United PLC; ISC £8,963,848, 8,950 holdings. Source
AA2002 AR2003 (PLC). Further detail Section III.
Sheffield            2               1
Wednesday
Sheffield Wednesday Football Club Limited. Source AR2002. Sheffield
Wednesday PLC is the parent company; ISC £17,184,553, is Ordinary 5p
shares and Special 80p shares; Ordinary Share Capital is £2,500,328 largest
£269,920 (10.8%), board 33%, 2905 shareholders. Source AA2002 (PLC),
AR2002 (PLC).
Shrewsbury           664,778         ~500      152,763 (23.0)      56.3
Town
Shrewsbury Town Football Club P.L.C. Source AA2002, AR2001.
Southend             156,697         ~440      119,702 (76.4)      83.6
United
The Southend United Football Club Limited. Source AR2003. Direct parent
company is South-Eastern Leisure Company Limited; a company registered
in the British Virgin Islands. Source AA2002.
Stockport            500,000         ~630      490,691 (98.1)      98.8
County
The Stockport County Association Football Club Limited. Source AR2002.
Change of ownership anticipated July 2003.




                                             28
Club                  Issued          Shareholdings
                      Share           Nos   Largest £(%)            Board
                      Capital £                                     (%)


Stoke City            642,739         ~200     381,308 (59.3)
Stoke City Football Club Limited. Source AR2002, AR2000. ISC is
aggregation of 6 classes of Ordinary shares and 3 classes of Preference
Shares. Parent company is Stoke Holding SA., based in Luxembourg.
Swansea City          418,500         7        111,500 (26.6)
Swansea City Football 2002 Limited. Source share allotments 2003. Main
shareholding Five Thirty Limited.
Swindon Town          2,250,000       ~3440    915,115 (40.7)
Swindon Town Football Company Limited. Source AR2001.
Torquay United 491,995                ~790     361,424 (73.5)       89.1
The Torquay United Association Football Club P.L.C. Source AA2002,
AR2002.
Tranmere              250,000         ~450     148,774 (59.5)       30
Rovers
Tranmere Rovers Football Club Limited. Source AA2001, AR2001.
Walsall               50,000          ~950     32,989 (66.0)        68.6
The Walsall Football Club, Limited. Source AR2002.
Watford               1,072,722       1141     1,028,526 (95.9)
The Watford Association Football Club Limited. Source AR2002. Parent
company is Watford Leisure PLC; ISC £5,283,083, 2014 shareholdings.
Further detail Section III.
Wigan Athletic        131,250         ~645     113,185 (86.2)
Wigan Athletic A.F.C Limited. Source AA2002, AR1997, AR2002. Main
holding Whelco Ltd.
Wimbledon             160,000         ~250     153,740 (96.1)
The Wimbledon Football Club Limited. Source AR2002, AR2000. Immediate
parent company is The Wimbledon Football Club (Holdings) Limited; ISC of
£148,943, 2 shareholders 1 of which, 99.9%, is held by Blantyre Ventures
Ltd, company address in the British Virgin Islands. Source AR2002 (Holdings)
Wolverhampton             3,000,000   1
Wanderers
Wolverhampton Wanderers Football Club (1986) Limited. Source AR2002.
Immediate parent company is WW (1990) Ltd; ISC £10mn, 1 shareholder
Wend Investments Ltd, based in Nassau. Source AR2003 (WW(1990) Ltd).
Wrexham               4,995           ~200     3934 (78.8)          79.1
The Wrexham Association Football Club Limited. Source AR2003, AA2002,
AR2000. Immediate parent company is Memorvale Limited (Waterlow
Nominees Limited); ISC £2, 2 shareholders. Source Incorporation documents
(Memorvale Limited), AR2003 (Waterlow Nominees Limited)
Wycombe               0
Wanderers
Wycombe Wanderers Football Club Limited. Source AR2002. A company
limited by guarantee. Further detail Section V.
York City             1
York City Football Club Limited. Source Incorporation documents. Controlling
interest is York City Supporters Society Limited. Further detail Section V.




                                              29
Classification of Table 1

This one is straightforward

Company Type               Division 1                       Division 2              Division 3                  Total
Public                     Gillingham, Grimsby Town,        Bristol City,           Shrewsbury, Torquay         14
                           Leicester City, Millwall,        Queens Park             United (2)
                           Norwich City, Preston North      Rangers (2)
                           End, Reading, Sheffield
                           United, Sheffield Wednesday,
                           Watford (10)
- Of which listed          Millwall, Preston North End,                                                         4
                           Sheffield United, Watford. (4)
Private
-Limited by shares         The Others                       The Others              The Others                  52
-Limited by                                                 Wycombe                 AFC Bournemouth,            3
                                                            Wanderers (1)           Rushden and Diamonds
guarantee
                                                                                    (2)
IPS                                                         Chesterfield (1)        Lincoln City, York City     3
                                                                                    (2)



Classification of Table 2

        The allocation of clubs for the counts in Table 2 of Section II is shown below.

          Division 1                          Division 2                            Division 3
>75%      Crystal Palace, Portsmouth,         Barnsley, Blackpool, Cardiff City,    Bury, Darlington, Hartlepool United , Hull
          Reading, Rotherham United,          Colchester United, Huddersfield       City, Leyton Orient, Oxford United,
          Wimbledon, Wolverhampton            Town, Mansfield Town, Oldham          Southend United, Wrexham (8)
          Wanderers (6)                       Athletic, Peterborough United, Port
                                              Vale, Stockport County, Wigan
                                              Athletic (11)
>50%      Derby County, Gillingham, Notts     Brentford, Luton Town, Notts          AFC Bournemouth, Carlisle United,
          Forest, Norwich City, Stoke City    County, Tranmere Rovers(4)            Exeter City, Kidderminster Harriers,
          Walsall (6)                                                               Torquay United (5)
>25%      Bradford City, Brighton & Hove      Crewe Alexandra, Northampton          Boston United, Bristol Rovers,
          Albion, Burnley, Coventry City,     Town, Swindon Town (3)                Macclesfield Town, Scunthorpe United,
          Watford (5)                                                               Swansea City (5)
<25%      Grimsby Town, Ipswich Town,         Bristol City, Cheltenham Town,        Cambridge United, Lincoln City,
          Leicester City, Millwall, Preston   Chesterfield, Plymouth Argyle ,       Rochdale, Rushden and Diamonds,
          North End, Sheffield United,        Queens Park Rangers, Wycombe          Shrewsbury Town, York City (6)
          Sheffield Wednesday (7)             Wanderers (6)



        This one is less straightforward and can only be an estimate or indication of
the degree of shareholding concentrations among the clubs, although whether the
actual or effective concentration of shares is greater or lesser is an open question.

I Where there is just one company involved and the largest shareholding is with an
individual then it is straightforward. The clubs (23 of them) are: Boston United,
Bristol Rovers, Burnley, Bury, Cambridge United, Cheltenham Town, Colchester
United, Crewe Alexandra, Crystal Palace, Exeter City, Gillingham, Grimsby Town,
Hull City, Ipswich Town, Macclesfield Town, Norwich City (joint holding),
Peterborough United, Port Vale, Rochdale, Swindon Town, Torquay United,
Tranmere Rovers and Walsall

II Where there is a parent company:

        ..the wholly-owned subsidiaries: Bradford City, Bristol City, Cardiff City,
Preston North End, Queens Park Rangers, Reading, Sheffield Wednesday (7 clubs).
Again it is relatively straightforward where the largest shareholdings are in named



                                                       30
individuals or the situation is clear for other reasons; true also of Millwall, Sheffield
United and Watford (3 clubs).

        ..those where there is a controlling interest of less than 100%: some
relatively straightforward cases: Blackpool, Brentford, Brighton and Hove Albion,
Carlisle United, Derby County, Leicester City, Nottingham Forest, Northampton
Town, Plymouth Argyle, Scunthorpe United, Shrewsbury Town, Swansea City (12
clubs)


        Darlington, Kidderminster Harriers, Leyton Orient, Mansfield Town,
Rotherham United, Wigan Athletic and Wrexham (7 clubs) the majority share capital
is held in a company that involves family members and/or business partners; a moot
point whether the share capital in the football club company should be sub-divided.
Table 2 takes the % holding as one and this is one source of possible overstatement
of the degree of concentration.

       The clubs where the parent is registered overseas: Coventry City, Hartlepool
United, Oxford United, Portsmouth, Southend United, Stoke City, Wimbledon and
Wolverhampton Wanderers; again allocated on the basis of the % in the ‘football club
company’ (8 clubs).


III Companies Limited by Guarantee (3 clubs): Wycombe Wanderers and Rushden
and Diamonds <25%. AFC Bournemouth (individual ownership unknown) given
>50%

IV Industrial and Provident Societies (3 clubs): Chesterfield, Lincoln City and York
City given <25%.

V Clubs reported as being at some point in (or recently involved in) a taken-over (5
clubs): Barnsley, Huddersfield Town, Notts County, Oldham Athletic, Stockport
County, given the previous or current recorded share concentrations.

Luton Town given previous recorded (Hatters Holdings) data.

        The shareholders register at some clubs is historic and includes an unknown,
but potentially sizeable, number of individuals who are no longer supporters of the
club (or indeed alive). It is a general factor working in the opposite direction to the
allocation of some clubs above.




                                             31
Appendix 2 Shareholdings by Supporters Trusts
       The shareholdings held by the trusts set-up by the Supporters Direct initiative
are given below as at the end of 2002-03 season. The holdings are likely to be
understated because of the number of shares held by proxy.

Club                  Trust                                          Holding     Source
AFC Bournemouth       AFC Bournemouth Community Mutual               85,000      AR2002, AR2003
                      Limited
Barnsley              Barnsley F.C. Supporters’ Society Limited
Bradford City         Bradford City Supporters’ Society Limited      5,000       Trust
Brentford             Brentford Football Community Society
                      Limited (‘Bees United’)
Bristol Rovers        Bristol Rovers Supporters’ Society Limited
                      (‘Gas Trust’)
Bury                  Bury Football Club Supporters’ Society         5,000       Share allotment 2002
                      Limited (‘Forever Bury’)
Cambridge United      Cambridge Fans United Limited (CFU)            61,760      Trust
Carlisle United       Carlisle and Cumbria United Independent        25 (CUSC    Share allotment 2003
                      Supporters’ Society Limited (‘CCUIST’)         Holdings)
Chesterfield          Chesterfield Football Supporters’ Society      73.2%       AR2003
                      Limited (CFSS)
Crystal Palace        Crystal Palace Supporters’ Society Limited
                      (CPST)
Darlington            Darlington Supporters’ Society Limited
                      (‘Darlo Trust’)
Derby County          Derby County Supporters’ Society Limited
                      (‘RamsTrust’)
Exeter City           Exeter City AFC Supporters’ Society
                      Limited
Gillingham            Gillingham Supporters’ Society Limited
Hull City             Tigers Co-operative Limited
Leicester City        Leicester City Supporters’ Society Limited     100,000     Share allotment 2003
                      (‘Foxes Trust’)
Leyton Orient         Leyton Orient Fans’ Society Limited
Lincoln City          Lincoln City Supporters’ Society Limited       428,661     AR2002
                                                                     (35.6%)
Luton Town            Trust in Luton Town (‘TILT’)
Mansfield Town        Team Mansfield Supporters Society              Small       AR2003
                      Limited (‘Team-Mansfield’)
Millwall              Millwall Supporters’ Society Limited (‘Lions
                      Trust’)
Northampton Town      Northampton Town Supporters Trust              37,720      AR2002, Share
                                                                                 allotment 2003
Norwich City          Norwich City Supporters’ Society Limited       N/A
Oxford United         OxVox Supporters’ Society Limited
                      (OxVox)
Peterborough United    Posh Supporters Limited                       Small       Trust
Plymouth Argyle       Plymouth Argyle Supporters Training and
                      Development Trust
Port Vale             Port Vale Supporters’ Society Limited
                      (VasT)
                            st
Queens Park           QPR 1 Supporters’ Society Limited              Small       Trust
Rangers
Reading               Reading Football Supporters’ Society           Small       Trust
                      Limited (‘STAR’)
Sheffield             Sheffield Wednesday Supporters’ Society        4,732,397   AR2002
Wednesday             Limited                                        (9.5%)



                                             32
Southend United    Southend United Supporters’ Club Trust     Small      AR2002
                   Limited (‘SUSC’)
Stockport County   Stockport County Supporters’ Society
                   Limited
Swansea City       Swansea City Supporters’ Society Limited   80,000     Share allotment 2003
                   (‘SwansTrust’)
Swindon Town       Swindon Town Community Mutual Limited
Tranmere Rovers    Tranmere & Wirral Supporters’ Society
                   Limited
Walsall            Walsall Supporters’ Trust Limited          Small      Trust
Watford            Watford Supporters Limited                 2.5-3.5%   Trust
Wrexham            Wrexham Football Supporters’ Society
                   Limited
York City          York City Supporters Society Limited       100%       Trust




                                        33
Appendix 3 Clubs Entering Administration or a CVA
       The clubs that have been into Administration (A) or otherwise entered a CVA
on which the chart in the Introduction is based are given below. It includes those who
were in the Football League and entered administration within a year or two after
dropping into the Conference (Scarborough, Halifax Town), it counts as one those
who have had more than one CVA/Administration Order (Scarborough, Halifax Town,
Swindon Town, Luton Town).

1992            Northampton Town (A)
1993
1994            Exeter City (A), Hartlepool United
1995            Gillingham (A)
1996
1997            AFC Bournemouth (A), Doncaster Rovers (A), Darlington, Millwall (A)
1998            Chester City (A), Hereford United
1999            Crystal Palace (A), Luton (A), Oxford United, Portsmouth (A)
2000            Scarborough, Swindon Town (A)
2001            Chesterfield (A), Hull City (A), Queens Park Rangers (A)
2002            Barnsley (A), Bradford City (A), Bury (A), Carlisle United (A), Halifax Town
                (A), Leicester City (A), Lincoln City (A), Notts County (A), Port Vale (A),
                Swansea City, York City (A)
2003            Huddersfield Town (A), Ipswich Town (A), Wimbledon (A)




                                            34
References
Binns, S et al (2002), ‘The State of the Game: The Corporate Governance of
Football Clubs’ Football Governance Research Centre Birkbeck College
London

Conn, D. (1998), ‘The Football Business: Fair Game in the 90s’ Mainstream
Publishing

Deloitte and Touche Sport (2002), ‘Annual Review of Football Finance’

Dobson, S. and Goddard, J. (2001), ‘The Economics of Football’ Cambridge
University Press

Football Governance Research Centre, Birkbeck London, and the Co-
operative College, Manchester (2003), ‘Building Sustainable Supporters’
Trusts in the West Midlands’.

Hamil, S et al (2001), ‘The State of the Game: The Corporate Governance of
Football Clubs’ Football Governance Research Centre Birkbeck College
London

Holt, M. (2003), ‘A “Fit and Proper” Test for Football? Protecting and
Regulating Clubs’ Football Governance Research Centre Birkbeck College
London

Hope, S. (2003), ‘Back to the Future? Fan Volunteering in Professional
Football Clubs’ Roehampton

Independent Football Commission (2003), ‘IFC Annual Report 2002: Pushing
the Pace of Reform’.

Michie, J. (1999), ‘New Mutualism: A Golden Goal’, The Co-operative Party

Morrow, S. (1999), ‘The New Business of Football’, MacMillan

Oughton, C., Hunt C., Mills C. and McClean, M (2003), ‘Back Home:
Returning Football Clubs to their Communities’

Szymanski, S. and Kuypers, T. (1999), ‘Winners and Losers: The Business
Strategy of Football’ Viking.




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