Woodstock Partners Ltd

[Myles Francis]

WPL published their first set of accounts a couple of weeks back. Certainly removes any doubt about who the money man is. The loan accounts show that £61,242 is owed to a director and just shy of £1.9m to an &quotinvestor&quot.

[Mally]

Nowhere in the accounts does the name Ian Lenagan appear. I wonder why he's so loath to directly attach his name to WPL's or OUFC's accounts. His name does appear on the WPL annual return as a shareholder though - 1 share each for him and Merry.

Lenagan's name also appears on a debenture against WPL which in turn has a similar debenture against OUFC.

It doesn't mean much but the man that really controls Oxford United has no official role in either the football club or the holding company that owns it, sightly strange.

[Ascension Ox]

Nowhere in the accounts does the name Ian Lenagan appear. I wonder why he's so loath to directly attach his name to WPL's or OUFC's accounts. His name does appear on the WPL annual return as a shareholder though - 1 share each for him and Merry.

Lenagan's name also appears on a debenture against WPL which in turn has a similar debenture against OUFC.

It doesn't mean much but the man that really controls Oxford United has no official role in either the football club or the holding company that owns it, sightly strange.

Doesn't mean much at all. Must have a butchers at those accounts.

[Snake]

If you like doing jigsaws they may interest you, Tim.

If you don’t then at least it gives you an ice-breaker when you meet with Mr Merry.

[GodalmingYellow]

Nowhere in the accounts does the name Ian Lenagan appear. I wonder why he's so loath to directly attach his name to WPL's or OUFC's accounts. His name does appear on the WPL annual return as a shareholder though - 1 share each for him and Merry.

Lenagan's name also appears on a debenture against WPL which in turn has a similar debenture against OUFC.

It doesn't mean much but the man that really controls Oxford United has no official role in either the football club or the holding company that owns it, sightly strange.

The debenture has gone and the amount owed to Lenagan is mysteriously described as a long term creditor to an &quotinvestor&quot which presumably is now the Lenagan family trust.

There is an asset described as an investment being the purchase of OUFC, which may well still have a debenture attched to it and OUFC accounts in favour of Lenagan, but we won't find that out for certain for another 4 months.

The accounts show income of £107k, which is almost certainly interest taken from OUFC for the funding provided. I'd like to see an up to date Annual Return which will show who that money goes to.

[Mally]

What makes you think the debenture has gone? It wouldn't have to appear in the accounts.

As for the 107k they've spent it according to the accounts (not paid as a dividend) so why would the annual return tell you where it had gone?

[GodalmingYellow]

What makes you think the debenture has gone? It wouldn't have to appear in the accounts.

As for the 107k they've spent it according to the accounts (not paid as a dividend) so why would the annual return tell you where it had gone?

No idea why you think a debenture is not a disclosure item, but that isn't correct. A debenture does need to be shown in the accounts, including who the debenture is owed to. Even under the FRSSE it has to be shown, so WPL couldn't get out of it by virtue of being a small company. Not only that, but interest on the debenture would need to be shown.

The Annual Return will specify the shareholders and therefore how profit is shared. A big chunk of the interest has been spent presumably on interest paid to the investor, but there remains a balance of unllocated profits.

[Snake]

And for that £61,242 what does the “Director

[Ascension Ox]

[quote=&quotSnake&quot]And for that £61,242 what does the “Director

[DLT]

Surely Kelvin was paid by the club?

[GodalmingYellow]

[quote=&quotAscension Ox&quot][quote=&quotSnake&quot]And for that £61,242 what does the “Director

[slappy]

I was having another think about this yesterday.
I did wonder if the loans might be classified differently if they had different terms. eg investors loans are at one rate / repayment terms and directors loans are at a different rate.
so the investor loan could actually be 50:50
and the director loan could be NM.
however, as the line says director, investor, rather than investorS, it seems unlikely.

WPL
The disclosure says no director's remuneration.
Presumably turnover of £107,872 is interest receivable (on loans to OUFC at 1% over base raet) - but the accounts show no loans to OUFC, only an investment in OUFC?
and Operating expenses of £98,411 is presumably interest payable, and a bit of accountancy and legal.

Strangely, at 30 June 2006 OUFC owed WPL £2,099,045, yet this is not shown as a debtor in the WPL accounts at 31 Jan 2007. Is it possible it has been re-classified as the investment of £1,936,719?

Or has the OUFC amount due to WPL been transferred to a personal loan from IL/ NM rather than WPL?

[GodalmingYellow]

The debenture liability in the 2006 WPL accounts was from Lenagan to WPL, and nothing to do with OUFC other than as security against shares in OUFC held by WPL. The debenture liability was against the assets of WPL, which is the &quotinvestment&quot in OUFC, though that does not need to be shares of course. So there hasn't been a debenture against OUFC assets in favoure of WPL (in accounts produced to date).

The debenture against WPL was, I imagine, a temporary means of Lenagan insuring his investment against WPL (and therefore Merry and the OUFC shares) until the best accounting and legal treatment was determined.

As the &quotinvestment&quot in OUFC from all sources is now much larger than the debenture liability against WPL, and the assets of OUFC very small compared to the debenture liability, the debenture liability has become pointless and been eliminated.

I would think that the investment asset in the 2007 WPL accounts is in fact a new repayable loan (or debenture asset) from WPL to OUFC, which will probably (depending on timing) be shown for the first time as a debenture liability in the 2007 OUFC accounts or revealed by the next OUFC Annual Return, which will show Lenagan holding the majority shares.

I don't see how the WPL investment asset could be shares, as they would not attract income, unless new Preference Shares in OUFC had been set up.

Therefore the investment is most likely to be a debenture asset or loan to OUFC, attracting interest at whatever the pre-agreed rate was.

As the debenture liability last year was fully in favour of Lenagan, unless Merry has now come up with £1m cash to pay half, which I seriously doubt he has the ability to do, then the creditor in WPL accounts will simply be a loan from Lenagan or the Lenagan family trust,, to WPL, to fund the investment loan in OUFC, for which he/it is paid interest and hence the business expenses in WPL.

The latest available WPL Return shows Merry and Lenagan holding 1 share each, so WPL profits will be divisible 50:50 between them, unless a share change has occurred since the last Return was prepared. It may well be that 1 share has now been transferred to the Lenagan family trust.

If the above is correct, then it is highly likely that the Directors loan is Merry's.

The only small fly in the ointment, is that the Directors Report describes the company as a holding company, rather than an investment company, though that may be a mistake from a junior not updating the Directors Report from the previous year. Given the (in my opinion) slightly loose terminology and minimal detail used in the WPL accounts, I'm not all that surprised.

The issue I'm surprised about is that the WPL Directors have allowed income to exceed expenditure, and so have lost some of the interest received to the taxman. I would have that that a sensible set up would be for interest paid out by WPL would be on the same terms as interest received from OUFC, so no WPL profit occured and no tax liability. A simple bit of planning would have avoided the tax charge, I would have thought.

The Directors remuneration disclosure is for salary and taxable payroll benefits only and doesn't cover interest payable to a Director (which is not reportable), or Directors loan account movements (which are separately reportable).

Hope that comes across reasonably clearly!!!!!!!!!!

[Mally]

The debenture liability in the 2006 WPL accounts was from Lenagan to WPL, and nothing to do with OUFC other than as security against shares in OUFC held by WPL. The debenture liability was against the assets of WPL, which is the &quotinvestment&quot in OUFC, though that does not need to be shares of course. So there hasn't been a debenture against OUFC assets in favoure of WPL (in accounts produced to date).

There have only ever been one set of accounts for WPL and you have already stated that they don't mention the debenture. The debenture appears in The Company Record for WPL.

You're wrong to say that &quothasn't been a debenture against OUFC assets in favoure (sic)of WPL &quot because there has and is. Again this is in the Company Record for OUFC. It is down as Howper 365 Limited but this is the former name of Woodstock Partners Limited (an off the shelf company) and was registered in April 2006.

Interestingly there's also a debenture listed from HSBC Bank plc which was registered in July 2002.

So Ian Lenagan has a full debenture over the assets of WPL which in turn has a debenture over Oxford United.

In reply to your earlier point about the debenture having gone because it's not in the accounts, none of the debentures on Oxford United appear in the OUFC accounts but they are still there. Just because it's in the accounts doesn't mean it doesn't exist.

[Snake]

DonÔÇÖt give up, Terry, but try and put up a picture that we can all understand, because although I and many others now have all the publicly available documents they still donÔÇÖt make the picture totally clear if youÔÇÖre not an accountant by profession.