Q & A Part III

Thursday, 13 October 2005 | In Focus

Here are further responses to questions that have been asked:  
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Here are further responses to questions that have been asked:

Q – When (with an end date) will a full review of the off-field management structure be completed? / When will the BU mandate be withdrawn from ineffective directors? / Will Rogers be ousted as chairman? / Will our illustrious CEO remain at BFC ? / Will all the staff at BFC be reassessed to see if they are up to the job. Same goes for all the Directors.

A – Bees United will re-structure the BFC board when we complete the acquisition – which has to be done prior to 31 January 2006. The current BU board has already agreed the revised structure, as follows:

  • BU will appoint 4 non-executive directors including a new Chairman, one directly elected by BU members and 2 chosen for their skills and experience.
  • Up to 4 non-executive directors representing investors. Only investors who have put in at least £200,000 in interest free loans or who are nominated by investors who have done so will be eligible.
  • These non-executive directors will be free to appoint up to 3 others, either executive or non-executives to ensure that the necessary skills are available.

The individuals to be nominated will be chosen by the BU board just prior to completion. This will be the new BU board following the forthcoming elections.

All of the current 4 BU nominees on the BFC board have agreed that they will stand down if and when requested.

As soon as the new BFC board is in place it will formally review the position of the Chief Executive and the management structure at the Club. Prior to this discussions have already started with Andy Finch to establish performance targets, cost cutting measures and stronger financial controls and accountability.

Q – What (detail please) financial controls will now be exercised to ensure that we can a) control cash flow and b) run the club like a business rather than a hobby?

A – Joe Bourke, as a non-executive BFC Director, is now overseeing the cash-flow forecasting and management. The responsibility for running the Club correctly is that of the Board of Directors and the Chief Executive and since exercising the option some roles have been adjusted.

Q – Are Directors Rogers, Doug White and Herting pleased that BU have exercised the option or did they have another alternative?

A – This question is for them to answer.

Q – Is it true that Directors Rogers and Herting, are to request payment of loans made to BFC as result of BU exercising the option?

A – No

Q – Will there be a grand launch for BU ownership and public meeting with special guests from the football world? – a good earner for BFC by the way in bar sales etc.

A – We would like to hold an event like this but at the moment all Bees United's efforts are being focused on completing the acquisition.

Q – How do we pay Altonwood £1m in three years and what are monthly payments?

A – The Altonwood £1m loan is for three years and interest free. There are therefore no monthly payments. One of the conditions is that 25% of the net proceeds of any player transfers that are not included in the Club's cashflow forecasts will be used to pay down the the loan. The BU £1m loan has a similar condition.

To repay the loan after three years will require a further financial re-structuring. The new BFC board will start to look at this as soon as possible after completion of the acquisition.

Q – Can BU explain why JM resigned suddenly and if he got a pay off?

A – JM made his own decision to resign. The termination of his employment contract with the Club is a matter on which only the Club can comment. It is, however, subject to a legal agreement which includes normal confidentiality clauses.

Q – Where does the £1.3 million GPSL repayment due next year I believe stand now or in January?

A – This will not change as a direct result of the acquisition. BU plan to re-structure the Brentford group of companies as soon as practical after completion so that Brentford Holdings and Griffin Park Stadium Ltd (GPSL) become subsidiaries of Brentford FC Ltd (BFC). This will have the effect of netting-off the £1.3m debt at the top balance sheet level. It is also likely that the GPSL and BFC boards will negotiate a deferred payment of the debt.

Q – With Barclays offering a 500k working capital overdraft, what is the overdraft running at the moment?

A – The overdraft is currently around the maximum authorised level of £4.5m. Apart from £0.5m for working capital this will be replaced by longer term loans.

Q – Will we need to reduce the playing staff to cope with working under the conditions set by Barclays?

A – Possibly. All costs are being reviewed.

Q – BU is to take control of BFC plus two associate companies, GP plc is one what is the other?

A – BU will acquire 60% of BFC, 90% of Brentford Holdings Ltd, which has a controlling 50.95% shareholding in GPSL and a further 2% of GPSL.

The remaining 10% of BH is held by John Herting and the remaining shares in GPSL are held by Marlborough House Investment Holdings 25%, Kingsmead and the Wheatley Estate approx 10% and a long tail of small shareholders.

Q – BU will take 60% of the shareholding who has the other 40%?

A – Marlborough House Investment Holdings (Martin Lange) – 25%
  Kingsmead Holdings and W Wheatley Estate (the Wheatley family)- 10.5%
  A tail of small shareholders – less than 5%

Q – And as is the case in a take over will BU have to offer to purchase this 40% and if for example 20% take up the chance to sell how much extra would it cost?

A – As far as we are aware there is no requirement for BU to make an offer for the other shares. We are in contact with the two large shareholders and will talk to them after completion of the acquisition to see what they would like to do.

Q – Like anyone with a personal budget, it is very easy to borrow money but I'd like to see the plan to pay some of it back. Only then will we, the average actively-interested supporters, know what our commitment to the "project" needs to be. There have been many of these "projects" that look great as we roll along but, at the day of reckoning, it's all borrowed money against an unrealistic forecast (just ask Gordon Brown).

A – Agreed. BU would prefer the Club to have no debt, but we are simply dealing with a situation that has been inherited. The BU business plan does have provision for reducing the debt when additional unbudgeted income can be generated from cup runs and player sales.

Q – Just a thought but is there any way that Bees United/BFC or some part of it i.e. the learning zone can be a registered charity so then I believe they could get 22-40% tax added to donations from the Inland Revenue.

A – The Football in the Community Scheme is in the process of being set up as a separate Brentford Sports Trust, which will apply for charitable status.

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