BEYOND ADMINISTRATION: THE COMPANY STRUCTURE

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THE BACKGROUND

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The exit from administration came in 2010. It was structured in a way which had a holding company, (Stockport Community Leisure Company Ltd), which itself was the 100% owner of the company which operated as the football club, (Stockport County 2010 Ltd). Both of these companies were new legal entities with the holding company (SCLC), being incorporated on 30th April 2010, and SC2010 on 14th May 2010.

Any consideration of the next few years, (and indeed until the take-over of County in January 2020), demands that the context is understood. Essentially, SCLC raised the funds initially, by an issue to shareholders, and then by virtue of taking a 100% shareholding in SC2010, ( to the value of £250k), provided the initial capital for the football club. The finances of the overall operation, (with the source information being reports freely available from Companies House), are a direct reflection of fortunes on the field.

Membership of the Boards of the two companies had a great degree of commonality – this is illustrated below, but changed over the years. The change in Directors over the period is a real insight into the fortunes of the Club; the initial exit from administration; the Evans fiasco; relegation into non-league and then into regional football; the blue sky thinking episode; and subsequently the stabilisation of the club at a level which ensued continuance but could not provide the infrastructure to grow and move upwards until the take-over by Mark Stott in early 2020.

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STOCKPORT COMMUNITY LEISURE COMPANY LIMITED

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SHAREHOLDINGS

The initial total shareholding in 2010 was £375k, being raised from what was known as the ‘2015 Group’. Over the years the total allotted share capital was raised to £500k, (February 2012); £502k. (September 2014); £512k, (March 2015): and £737k, (June 2017). The shareholdings, as declared in the annual return, (February each year). were:

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The movement on shareholders over this period is an indication of control of the Club. There were 6 shareholders with an interest over the whole period to the 2020 take-over. The Stockport Sports Trust seemingly played no role other than taking out the initial shareholding of £50k in 2010; Greenlane Properties, (£25k) appeared much the same. The other 4, (Richard Park, who was Chairman of both SCLC and SC2010 from 2016 and had been on the Board of both from 2012 and 2013 respectively); Simon Bellamy, latterly CEO of SCFC2010; C&C Insurance Brokers; and Sharron Bramall), all increased their shareholding significantly over the period. In the latter years, as Spencer Fearn’s shareholding was taken up other shareholders became involved. Around 2014 some of the original shareholders gifted their shareholding back to the Club, effectively writing off their ‘investment’.

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BOARD OF DIRECTORS

The Board of SCLC over the period reflected the shareholders, but was limited in numbers.

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The initial Board was formed of members of the 2015 Group, supplemented by Kennedy’s eyes and ears, Kevan Taylor. Peter Wilson lasted only a couple of weeks as Secretary; and Sean Connolly departed a couple of months later after rumours of unrest. It was reported that Mike Clark and Ken Graham had joined the Board at that point, which may have been the case, but their formal appointments were not notified to Companies house for a number of months. Mary and Tony Gibbons, plus Chairman Alwyn Thompson were also gone within the year, as was Peter Snape, although he later rejoined. So essentially, the 2015 Group which had taken the Club out of administration in mid 2010, had been completely replaced by May 2011. Remember that this company had the controlling interest in the SCFC2010. Ken Graham and Mike Clark, both coming from the property sector, had joined, (although Graham did not last long). Spencer Fearn was only on the Board for eight and half months, but clearly invested a significant sum.

Richard Park was appointed a Director at the same time as Fearn, and he was the constant throughout the remainder of the time until the take-over in 2020, being joined later by Malcolm Cook, (who already had an interest through the C&C Insurance Brokers shareholding); Gary Burton and Chris Bramall, (whose family had also invested very heavily in order to keep the Club afloat).

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STOCKPORT COUNTY 2010 LIMITED

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SHAREHOLDING

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The company, which was the day to day operation of the Club, and to which the ‘golden share’ of Football League membership had passed had an issued share capital of £250k, all in the name of Stockport Community Leisure Company Limited, (effectively the holding or parent company).

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BOARD OF DIRECTORS

The Board of Directors over the period, who were responsible for the running of the Club, initially reflected the 2015 Group.

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There were essentially two eras of the Board. Initially formed by the 2015 Group, this soon dissipated as Alwyn Thompson; Mary and Tony Gibbons; Sean Connolly and Peter Wilson mirrored their departures from the holding company by leaving the “Football Club” Board. Mike Clark and Ken Graham soon came and went, and Spencer Fearn acted as bridge between a Board formed of himself, Peter Snape and Kevan Taylor, with the one which took things through to the taleover. (Ryan McKnight was a formal Board member for just under 12 months from April 2013). That was initially Richard Park and Jon Keighren, (and eyes were rolled from time to time about his independence as a commentator on local radio and how that didn’t constitute a conflict). These two were latterly joined by Gary Burton; Malcolm Cooke and Steve Bellis.

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FINANCIAL PERFORMANCE

The Club started with a clean sheet, and £250k funding passed down from SCLC. The next few years were a financial debacle. Regional football; minimal funding from the league and no access to TV cash of any meaningful amount; rent still payable to Kennedy and many other things contributed to a consistently loss making business which had to be funded by more cash being injected by some shareholders. The extent of this was never clear from the accounts, (under the small companies exemption only summary accounts were lodged in the public domain), but a series of debentures taken out in 2013 and 2014 in favour of Chris Bramall and E. Park & Sons indicate that consistent funding was required to keep the club afloat. Cumulative losses over the period from 2010 to 2018 amounted to £1.332m.

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The company structure, and the way in which the controlling interests changed over the period from 2010, is an important background and context to the events off the field, (which of course had a direct impact on the field as well). These are outlined in the various “Beyond Administration” posts.

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Previously: In Administration – Part 4 Next: Beyond Adminstration – 2010/11

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