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On 15/05/2023 at 14:42, DFCTTFM said:

Hey Lads, thought i'd sign up here and give it a shot.

 

Got a question, what is our actual ownership situation looking like? Is it true that we genuinely have no owner at the moment?

Welcome!

I didn't reply because this had a lengthy BSF reply written all over it 😜

My own very limited understanding of the opaque ownership situation is that we are owned by a company called Cognitive Capital, who currently do not have a board of directors. Even when they did, the owners were not represented on our own board, which consists of: Neil MacKay, Colin Hosie and a Trust Rep (with the most recent rep having just resigned). My understanding is CC were presented as benevolent, being owned by Henning Kristoffersen, who was full of all kinds of big promises that you may well have already heard. "Full-time football and stable Championship club" etc.  However, they obviously haven't delivered on any of the mad promises (DFC badge on trainers worldwide lol) and it seems that HK is nothing more than Andrew Hosie's puppet.

There's folk on here far more ITK than me, but hope that helps give some kind of an overview.

https://www.dailyrecord.co.uk/news/local-news/dumbarton-football-club-chairman-says-24098704

ETA the article Jan has posted below will tell you everything you need to know!

Edited by FifeSons
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What is football management about? For me

Tactics, how to play as a team.

Squad and team selection as a function of tactics

Man management and motivation

 

I listened to Farrell's post catastrophe interview. We shipped 6 goals in the most important game of the season. He said the players were "good players" and experienced but "froze". Now to me if they are good and experienced but freeze that means they are not motivated, or maybe not properly prepared and that is a management failure.

So he should go.

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33 minutes ago, FifeSons said:

Welcome!

I didn't reply because this had a lengthy BSF reply written all over it 😜

My own very limited understanding of the opaque ownership situation is that we are owned by a company called Cognitive Capital, who currently do not have a board of directors. Even when they did, the owners were not represented on our own board, which consists of: Neil MacKay, Colin Hosie and a Trust Rep (with the most recent rep having just resigned). My understanding is CC were presented as benevolent, being owned by Henning Kristoffersen, who was full of all kinds of big promises that you may well have already heard. "Full-time football and stable Championship club" etc.  However, they obviously haven't delivered on any of the mad promises (DFC badge on trainers worldwide lol) and it seems that HK is nothing more than Andrew Hosie's puppet.

There's folk on here far more ITK than me, but hope that helps give some kind of an overview.

https://www.dailyrecord.co.uk/news/local-news/dumbarton-football-club-chairman-says-24098704

ETA the article Jan has posted below will tell you everything you need to know!

According to Companies house, Henning Kristofferson is still on the club board. 

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Farrell really isn’t making things easy for himself with some of these comments. He’d be far better off acknowledging that the 2nd half of the season simply wasn’t anywhere near good and that the playoffs were a disaster instead of doubling down and acting shocked about getting boo’d after 6-0 pumpings (the Stirling Albion games he references was also a 6-0 pumping). 

All this chat about great seasons and records is starting to get very boring from the club social media accounts, the chairman and the manager. Great seasons lead to promotions or title wins, not the square root of f**k all other than a couple of meaningless “records” and a 2nd place finish in a league we were aiming to win or get promoted from. If he can’t understand why fans are frustrated, and venting said frustration after how our season panned out, then he’s either daft or absolutely at it. 

Waging a war against fans who are already frustrated and at the end of their tether with him is a very odd way to be approaching things and if I was a potential signing I’d be looking at all this nonsense and thinking absolutely f**k getting involved in that toxic mess. 

As for his “never reacted” line - give us peace. He was forever having wee digs after games. Who can forget his infamous interview after the draw away at Stirling!

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I don’t condone any personal abuse aimed at the management team, however Farrell is giving these lunatics plenty of ammunition. He knows exactly what he’s doing with these sly digs in the media, I don’t know why he’s trying to build an “us Vs them” mentality with the fans - maybe it’s to detract from the legitimate and constructive criticism he’s received

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On 15/05/2023 at 14:42, DFCTTFM said:

Hey Lads, thought i'd sign up here and give it a shot.

 

Got a question, what is our actual ownership situation looking like? Is it true that we genuinely have no owner at the moment?

No.

The majority shareholding in Dumbarton Football Club is held by a company called Cognitive Capital.

Company number 09567426

Cognitive Capital is an off the shelf company. It's purpose is essentially to act as the shareholder of shares in Dumbarton Football Club. So the simple answer to who owns the club is that Cognitive Capital owns the majority of shares in Dumbarton. The rest of the issued share capital is held by smaller share holders. Some private individuals. The Sons Supporters Trust.

Cognitive don't so much own Dumbarton as own the majority of the club's shares. They don't own the club directly and their ownership is limited to the value of their shares. They don't directly own anything Dumbarton related. Or at least they shouldn't. Dumbarton Football Club is basically a legal entity that exists as if it was a person that can own property and can engage in business. The football club board of directors act on behalf of the club and run it as if they were the club.

In practice, Cognitive Capital as major shareholders are in de facto control of the club. They still don't own the club's assets directly (we'll come on to that), but by controlling the majority of the club's issued shares, they have the most influence if the club were to hold either an AGM or EGM. At either an AGM or EGM, Cognitive would control the most votes and nobody could out vote them. Essentially the club board runs the club on a day to day basis and Cognitive don't directly own any club assets, but if there was ever a binding vote at an AGM or EGM then Cognitive would vote on the outcomes they wanted because nobody has enough of a shareholding to out vote them.

Much like the situation with the club board, Cognitive is a limited liability company. Essentially Cognitive is also a legal entity that can own property and can engage in business. The board of directors of Cognitive Capital run the company. The shareholders in Cognitive Capital own shares in the company and can vote on matters at AGMs or EGMs.

Andy Hosie is the majority shareholder in Cognitive Capital.

So Dumbarton FC legally owns its assets. They don't belong to the shareholders directly and the only way that shareholders could receive money from the club is by way of share dividends. Cognitive Capital as major shareholder owns shares in Dumbarton. The assets of Cognitive Capital are the shares it owns. Shareholders in Cognitive Capital are entitled only to any dividends that Cognitive may wish to pay to it's shareholders. Andy Hosie is the majority shareholder in Cognitive Capital. Dumbarton has lots of shareholders, of which Cognitive own the most. Cognitive has shareholders, of which Andy Hosie is the largest.

Again this means that whilst Hosie doesnt directly own Dumbarton, he might as well do. He isnt exposed to any debts that the club may have. He doesnt directly control club assets. But there are legal ways and means by which he can benefit financially and can exert influence.

*section edited - requirement removed around 2015*

The Dumbarton Football Club board of directors according to Companies House is currently Neil McKay, Colin Hosie and Henning Kristofferson. Stephanie Park has recently resigned from her role as the Supporters Trust appointed director on the club board. The extent of Henning Kristofferson's involvement in the club is unclear.

Cognitive Capital currently has no directors. It has had 5 directors in it's lifetime - Matthew Atkinson, Henning Kristofferson, George Mattam, Bjarne Stratveit and Reza Tohidi. Tohidi's role is listed on Companies House as "Pizza Takeaway". They resigned from the board of Cognitive in 2016 and appear to have been nothing more than a body necessary to set up the off the shelf company. Stratveit resigned in August 2020, which is nearly a year prior to the takeover being announced. Mattam resigned in January 2021. The important people here are Atkinson (resigned December 2021) and Kristofferson (resigned February 2023). Essentially it appears as if Henning Kristofferson may still be a director of the football club, but has resigned from his directorship of the ownership company. That doesnt mean that Cognitive no longer owns its shares in Dumbarton. It means that Cognitive is currently in breach of UK companies law.

A company that is in breach of companies law can be given time to put their breach right. If it doesnt do that then it can be struck off from the register of companies. A struck off company essentially stops existing. It's assets become the property of the government. Cognitive Capital currently has a strike off notice against it - this means that Companies House will remove Cognitive Capital in the next 2 months unless it puts right it's current breach of company law. It previously had a strike off notice against it that was discontinued in April 2023 when it satisfied the register that it has put right a previous breach (in this case a failure to submit statutory documents). So Cognitive is at risk, but as of today it still owns the Dumbarton shares and Hosie still owns his Cognitive shares.

Andy Hosie doesnt appear on the club board or on Cognitive's board of directors as he remains banned from serving as a director of any company in the UK. He can own shares. He can even vote as a shareholder. But he can't act as a director and therefore have any direct control of a company. He can only act indirectly. Cognitive needs somebody who isnt Andy Hosie to become a director or there's a good chance that it'll cease to exist. That would mean that the government would receive Cognitive's shares in Dumbarton and somebody would be appointed to dispose of them. Any individual small shareholder, and the Sons Trust, would continue to own our shares in the club.

Matthew Atkinson is an interesting character. Whilst he's no longer a director of Cognitive, he remains the sole director of More Homes DFC Ltd. More Homes DFC Ltd is a company that is majority, or wholly, owned by Cognitive Capital. Matthew Atkinson is an architect and property developer.

Why is this important?

The club owns, or at least owned, all of the land that the ground sits on. The whole site, as far as it's boundaries. Planning permission was granted on a parcel of the land - the 2 corners nearest the housing development and the strip of land behind the dugouts that connect the 2. That planning permission has exhausted and is now subject to a planning committee decision on whether or not to renew permission. Permission has been sought for a combination of flats and houses. That development land is also subject to securities granted to a company called Pendragon Group Limited. In effect, that land has been mortgaged and used as security for a loan taken from Pendragon. So who took the loan?

A combination of Cognitive Capital and More Homes DFC.

The club's majority shareholder, and a wholly owned subsidiary that is currently headed by an architect, borrowed money and used the development land as security. Meaning that much like your house and your mortgage provider, if the borrower defaults on the loan then the lender exercises its security to try and get its money back. Whether or not ownership of the development land was ever transferred to Cognitive or More Homes DFC is very unclear. What is clear is that the status of the development land is under serious question because of monies borrowed against it by companies other than Dumbarton Football Club. The dates of all of this are very interesting.

Its unclear when Cognitive Capital bought it's majority shareholding in Dumbarton from Brabco. What is clear is that it was some time in April 2021. What else happened in April 2021? 

Matthew Atkinson became the director of More Homes DFC Ltd on 15/04/21.

Henning Kristofferson and Neil Dermott were appointed to the board of Dumbarton Football Club with effect from 21/04/21.

Security over the development land was granted to Pendragon Group Limited as authorised by Henning Kristofferson and Neil Dermott on 21/04/21. The security documents are available on Companies House. Those 2 signed them. They're dated 21/04/21.

Andrew Hosie became the majority shareholder in Cognitive Capital. This was registered with Companies House with effect from 22/04/21.

Awfully convenient that. Atkinson (the architect) becomes the director of More Homes. Kristofferson and Dermott become directors of the club. Kristofferson and Dermott almost immediately grant security over the development land to Pendragon in exchange for money borrowed.. None of the money borrowed makes its way to the football club and is instead paid to More Homes DFC and Cognitive Capital. Andy Hosie becomes the majority (possibly even sole) shareholder in Cognitive Capital. All in the space of 6 days. I've seen previous mention somewhere that when the security was granted, there was a future financial consideration that would be payable to the club on the successful development of the land. I've seen that reported as being £1.5million. Unfortunately I can't recall exactly where I saw it.

But given that another Andy Hosie sham company stiffed us for £35,000 sponsorship money, what prospects are there for him willingly parting with £1,500,000?

Hopefully that answers your question about ownership. I've gone into more detail about the highly questionable events of April 2021 because it should give you a good idea of why the Sons Trust are so concerned about our owners and so frustrated by the actions of our local club directors. The fortunes of the club are massively reliant on Cognitive and More Homes DFC being able to satisfy the terms of the loan from Pendragon. Were they to be unable to do so then the lender could legitimately try to enforce it's security over that land. Whilst that wouldn't necessarily leave the club homeless, a future where Dumbarton were penned in by further housing development and where absolutely no money was paid to the club for said housing development would be exceptionally bleak.

We're de facto owned by a recognised con man who is banned from being a director. We're being run by a local club board trying their best in difficult circumstances, but who don't exactly fill many of us as fans with a lot of confidence. We're approaching a critical point where we'll need as many fans as possible to be switched on to the seriousness of our situation.

Edited by BallochSonsFan
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2 hours ago, FifeSons said:

Welcome!

I didn't reply because this had a lengthy BSF reply written all over it 😜

My own very limited understanding of the opaque ownership situation is that we are owned by a company called Cognitive Capital, who currently do not have a board of directors. Even when they did, the owners were not represented on our own board, which consists of: Neil MacKay, Colin Hosie and a Trust Rep (with the most recent rep having just resigned). My understanding is CC were presented as benevolent, being owned by Henning Kristoffersen, who was full of all kinds of big promises that you may well have already heard. "Full-time football and stable Championship club" etc.  However, they obviously haven't delivered on any of the mad promises (DFC badge on trainers worldwide lol) and it seems that HK is nothing more than Andrew Hosie's puppet.

There's folk on here far more ITK than me, but hope that helps give some kind of an overview.

https://www.dailyrecord.co.uk/news/local-news/dumbarton-football-club-chairman-says-24098704

ETA the article Jan has posted below will tell you everything you need to know!

I'd hate to disappoint.

 

And in other related matters. Farrell's comments in the article are absolutely bonkers. Farrell took us down without so much as a fight. Fans were understandably angry. A lot of fans remained angry despite our start to the season. We then saw another collapse in form and our promotion chances end without even a whimper.

Farrell has absolutely no credit in the bank here. Failed to keep us in in his first season. Failed to get us promoted despite being league leaders for a long time. Failed in play-offs in a pretty humiliating way. He might tell us all that he doesnt pay attention to social media and that he doesnt take fan criticism on board. For his own sake he really should start to understand why fans are angry and to start showing a bit of humility. It would never be enough to convince everybody, but it might just win him a shred of sympathy and understanding. I don't know him as a person, but I've no reason to think that he isnt a decent guy. Fans should refrain from personal criticism and abuse and should focus solely on his performance as Sons manager. Reasonable criticism can be constructive and is absolutely merited. 

Farrell's lack of any kind of humility is a major problem that'll have financial consequences for the club in the form of reduced season ticket sales and lower match day attendances. He needs to realise that.

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20 hours ago, FifeSons said:

Forfar were the most improved side in H2.

And we were utterly dreadful the last 6 weeks of the season. Oh what could've been...

 

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4 hours ago, FifeSons said:

image.png.8c2d56510256e9bf1c7e8c9ca2b6f6ea.png

Ooooooooft  :lol:

At least he knows it’s not about the players it’s about him. 
 

and maybe the reaction of Stirling heating us was because it was like every other grubbing we had the season before when he took us down. 
 

The arrogance of the man never fails to surprise me 

Edited by DobbiesAgent
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58 minutes ago, BallochSonsFan said:

No.

The majority shareholding in Dumbarton Football Club is held by a company called Cognitive Capital.

Company number 09567426

Cognitive Capital is an off the shelf company. It's purpose is essentially to act as the shareholder of shares in Dumbarton Football Club. So the simple answer to who owns the club is that Cognitive Capital owns the majority of shares in Dumbarton. The rest of the issued share capital is held by smaller share holders. Some private individuals. The Sons Supporters Trust.

Cognitive don't so much own Dumbarton as own the majority of the club's shares. They don't own the club directly and their ownership is limited to the value of their shares. They don't directly own anything Dumbarton related. Or at least they shouldn't. Dumbarton Football Club is basically a legal entity that exists as if it was a person that can own property and can engage in business. The football club board of directors act on behalf of the club and run it as if they were the club.

In practice, Cognitive Capital as major shareholders are in de facto control of the club. They still don't own the club's assets directly (we'll come on to that), but by controlling the majority of the club's issued shares, they have the most influence if the club were to hold either an AGM or EGM. At either an AGM or EGM, Cognitive would control the most votes and nobody could out vote them. Essentially the club board runs the club on a day to day basis and Cognitive don't directly own any club assets, but if there was ever a binding vote at an AGM or EGM then Cognitive would vote on the outcomes they wanted because nobody has enough of a shareholding to out vote them.

Much like the situation with the club board, Cognitive is a limited liability company. Essentially Cognitive is also a legal entity that can own property and can engage in business. The board of directors of Cognitive Capital run the company. The shareholders in Cognitive Capital own shares in the company and can vote on matters at AGMs or EGMs.

Andy Hosie is the majority shareholder in Cognitive Capital.

So Dumbarton FC legally owns its assets. They don't belong to the shareholders directly and the only way that shareholders could receive money from the club is by way of share dividends. Cognitive Capital as major shareholder owns shares in Dumbarton. The assets of Cognitive Capital are the shares it owns. Shareholders in Cognitive Capital are entitled only to any dividends that Cognitive may wish to pay to it's shareholders. Andy Hosie is the majority shareholder in Cognitive Capital. Dumbarton has lots of shareholders, of which Cognitive own the most. Cognitive has shareholders, of which Andy Hosie is the largest.

Again this means that whilst Hosie doesnt directly own Dumbarton, he might as well do. He isnt exposed to any debts that the club may have. He doesnt directly control club assets. But there are legal ways and means by which he can benefit financially and can exert influence.

It is a requirement under UK companies law that a company has at least 2 office bearers. It should have a director. It should have a registered company secretary. The company secretary can be a director of the company, but the company cannot have a single director who also acts as the secretary. It's either 1 director and 1 secretary or as many directors as is appropriate and a company secretary, who may also be a director.

The Dumbarton Football Club board of directors according to Companies House is currently Neil McKay, Colin Hosie and Henning Kristofferson. Stephanie Park has recently resigned from her role as the Supporters Trust appointed director on the club board. The extent of Henning Kristofferson's involvement in the club is unclear.

Cognitive Capital currently has no directors. It has had 5 directors in it's lifetime - Matthew Atkinson, Henning Kristofferson, George Mattam, Bjarne Stratveit and Reza Tohidi. Tohidi's role is listed on Companies House as "Pizza Takeaway". They resigned from the board of Cognitive in 2016 and appear to have been nothing more than a body necessary to set up the off the shelf company. Stratveit resigned in August 2020, which is nearly a year prior to the takeover being announced. Mattam resigned in January 2021. The important people here are Atkinson (resigned December 2021) and Kristofferson (resigned February 2023). Essentially it appears as if Henning Kristofferson may still be a director of the football club, but has resigned from his directorship of the ownership company. That doesnt mean that Cognitive no longer owns its shares in Dumbarton. It means that Cognitive is currently in breach of UK companies law.

A company that is in breach of companies law can be given time to put their breach right. If it doesnt do that then it can be struck off from the register of companies. A struck off company essentially stops existing. It's assets become the property of the government. Cognitive Capital currently has a strike off notice against it - this means that Companies House will remove Cognitive Capital in the next 2 months unless it puts right it's current breach of company law. It previously had a strike off notice against it that was discontinued in April 2023 when it satisfied the register that it has put right a previous breach (in this case a failure to submit statutory documents). So Cognitive is at risk, but as of today it still owns the Dumbarton shares and Hosie still owns his Cognitive shares.

Andy Hosie doesnt appear on the club board or on Cognitive's board of directors as he remains banned from serving as a director of any company in the UK. He can own shares. He can even vote as a shareholder. But he can't act as a director and therefore have any direct control of a company. He can only act indirectly. Cognitive needs somebody who isnt Andy Hosie to become a director or there's a good chance that it'll cease to exist. That would mean that the government would receive Cognitive's shares in Dumbarton and somebody would be appointed to dispose of them. Any individual small shareholder, and the Sons Trust, would continue to own our shares in the club.

Matthew Atkinson is an interesting character. Whilst he's no longer a director of Cognitive, he remains the sole director of More Homes DFC Ltd. More Homes DFC Ltd is a company that is majority, or wholly, owned by Cognitive Capital. Matthew Atkinson is an architect and property developer.

Why is this important?

The club owns, or at least owned, all of the land that the ground sits on. The whole site, as far as it's boundaries. Planning permission was granted on a parcel of the land - the 2 corners nearest the housing development and the strip of land behind the dugouts that connect the 2. That planning permission has exhausted and is now subject to a planning committee decision on whether or not to renew permission. Permission has been sought for a combination of flats and houses. That development land is also subject to securities granted to a company called Pendragon Group Limited. In effect, that land has been mortgaged and used as security for a loan taken from Pendragon. So who took the loan?

A combination of Cognitive Capital and More Homes DFC.

The club's majority shareholder, and a wholly owned subsidiary that is currently headed by an architect, borrowed money and used the development land as security. Meaning that much like your house and your mortgage provider, if the borrower defaults on the loan then the lender exercises its security to try and get its money back. Whether or not ownership of the development land was ever transferred to Cognitive or More Homes DFC is very unclear. What is clear is that the status of the development land is under serious question because of monies borrowed against it by companies other than Dumbarton Football Club. The dates of all of this are very interesting.

Its unclear when Cognitive Capital bought it's majority shareholding in Dumbarton from Brabco. What is clear is that it was some time in April 2021. What else happened in April 2021? 

Matthew Atkinson became the director of More Homes DFC Ltd on 15/04/21.

Henning Kristofferson and Neil Dermott were appointed to the board of Dumbarton Football Club with effect from 21/04/21.

Security over the development land was granted to Pendragon Group Limited as authorised by Henning Kristofferson and Neil Dermott on 21/04/21. The security documents are available on Companies House. Those 2 signed them. They're dated 21/04/21.

Andrew Hosie became the majority shareholder in Cognitive Capital. This was registered with Companies House with effect from 22/04/21.

Awfully convenient that. Atkinson (the architect) becomes the director of More Homes. Kristofferson and Dermott become directors of the club. Kristofferson and Dermott almost immediately grant security over the development land to Pendragon in exchange for money borrowed.. None of the money borrowed makes its way to the football club and is instead paid to More Homes DFC and Cognitive Capital. Andy Hosie becomes the majority (possibly even sole) shareholder in Cognitive Capital. All in the space of 6 days. I've seen previous mention somewhere that when the security was granted, there was a future financial consideration that would be payable to the club on the successful development of the land. I've seen that reported as being £1.5million. Unfortunately I can't recall exactly where I saw it.

But given that another Andy Hosie sham company stiffed us for £35,000 sponsorship money, what prospects are there for him willingly parting with £1,500,000?

Hopefully that answers your question about ownership. I've gone into more detail about the highly questionable events of April 2021 because it should give you a good idea of why the Sons Trust are so concerned about our owners and so frustrated by the actions of our local club directors. The fortunes of the club are massively reliant on Cognitive and More Homes DFC being able to satisfy the terms of the loan from Pendragon. Were they to be unable to do so then the lender could legitimately try to enforce it's security over that land. Whilst that wouldn't necessarily leave the club homeless, a future where Dumbarton were penned in by further housing development and where absolutely no money was paid to the club for said housing development would be exceptionally bleak.

We're de facto owned by a recognised con man who is banned from being a director. We're being run by a local club board trying their best in difficult circumstances, but who don't exactly fill many of us as fans with a lot of confidence. We're approaching a critical point where we'll need as many fans as possible to be switched on to the seriousness of our situation.

I pretty much knew all of that but the bit I don’t understand is how the club can grant a security over its own land and the money borrowed doesn't make its way in to the club accounts

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2 minutes ago, Nowhereman said:

I pretty much knew all of that but the bit I don’t understand is how the club can grant a security over its own land and the money borrowed doesn't make its way in to the club accounts

By virtue of some woolly agreement to receive future considerations.

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The key problem with Farrell is he confuses trying his best with being competent and then being hacked off that others don’t think the same way.

I do believe he is trying his best but he just isn’t any good as evidenced by us being relegated, his 1-dimensional tactics being found out and us failing to put a glove on Annan in the playoffs.

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5 minutes ago, Nowhereman said:

I pretty much knew all of that but the bit I don’t understand is how the club can grant a security over its own land and the money borrowed doesn't make its way in to the club accounts

You are not the only person wondering that.  At a meeting attended by three DFC Directors, a legal advisor and three Sonstrust reps on 29th January last year that very issue was raised and the reply was to the effect, and I paraphrase, that the transfer of the ownership of the majority shareholding in the club and the arrangement of related securities was presented to the the club Board at that time (circa April 2021) as a fait accompli.

Again paraphrasing, when asked if this was a situation that should be further investigated the club Chairman firmly asserted that such matters did not fall within the remit of the club Board, not a view shared by the Trust.

 

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