So, it’s April Fools’ Day. Sadly, the news that trading of the shares of Southampton Leisure Holdings plc had been suspended by the Alternative Investment Market was not a seasonal joke.
The full statement to the Stock Exchange reads as follows:
The Company is currently in discussions with a number of parties concerning the injection of additional finance into its business. Unless this funding is secured, the Company will be unable to continue as a viable business for the forthcoming 12 months and is therefore unable to publish half yearly report to 31 December 2008 by 31 March 2009 which it is required to do under the AIM Rules.
Under the AIM Rules, a company that does not publish its half yearly report within 3 months of the period end will have its shares automatically suspended. The Directors expect that the Company will not be able to sign-off its half yearly report for the six months ended 31 December 2008 until the completion of a re-financing. As noted above, the Company is not in a position to publish its half yearly report to 31 December 2008 by 31 March 2009 and, as a consequence, its shares will be suspended from trading on the AIM market of the London Stock Exchange plc, pending publication of its healf yearly reportfor the six months ended 31 December 2008.
It is widely believed that the reason for the PLC being unable to continue as a viable business is the refusal of Barclays Bank to extend the existing overdraft arrangement, which is reported to be £4m. It’s a rather stark and scary outlook of the current picture at St Mary’s, and one that few will be rejoicing about.
However, with reports that Southampton Football Club may not be forced to accept a 10-point deduction either this season or next due to a loophole in the Football League’s insolvency rules, may those who have proclaimed for a long time (with some justification) that the PLC structure is bad for the club ultimately be hailing its existence for maintaining the club’s place in the Championship?
For a bit of background to all of this, we have to go back to the month of my birth - October 1983. Irving Scholar had completed a takeover of Tottenham Hotspur some ten months earlier, and had come up with a plan to generate investment into the club by floating it on the Stock Exchange.
FA and Football League rules prohibited clubs from being public limited companies, but there was no objection by either body when Scholar announced his plan to circumvent these rules by forming a holding company, of which the football club would become a wholly owned subsidiary. This holding company would then be floated.
Fast forward to 1997 and Saints were embarking on a similar path. Southampton Football Club made a reverse takeover into Secure Retirements PLC - which was cheaper, easier and quicker to complete than a standard flotation - and became a subsidiary of the newly-named Southampton Leisure Holdings PLC.
When the finance for the move to St Mary’s was secured, the debt was transferred to St Mary’s Stadium Limited, another subsidiary company set up for the purpose of managing the stadium operations. SMS Ltd is wholly dependent upon the operations of Southampton Football Club Limited in order for it to function and, subsequently, its ability to pay its creditors. SMS Ltd owes some £26m to long-term creditors, according to its latest set of accounts, dated 30th June 2007 and available to download from the Companies House website.
Taking a look at the latest accounts for Southampton Football Club Limited, the company the Football League recognise as “the football club”, reveals a much healthier picture than that of the Group PLC or SMS Ltd - its long-term debt is less than £1m, although short-term debts to service various payments across the group and subsequently out of it result in overall debt of about £8m. The bank overdraft for SFC Ltd is nil, zero, zilch.
Therefore, as far as the Football League are concerned, the particular debt that has been put forward as the cause of the problems (i.e. the overdraft) is owned by the PLC and not SFC Ltd. This is the loophole that the club believe (and have apparently been backed up by the Football League when questioned by the Daily Echo) will enable them to escape the statutory points deduction given to clubs who go into administration.
Whether it is morally right that we should be able to squirm our way out of it is another matter entirely, but if the rules are as black and white as they appear to be in terms of which organisation the Football League recognises, it looks as though there is a way out.
Of course, that doesn’t mean to say that, if we stay up without a deduction, the team who finishes 22nd won’t embark upon a Tevezgate-esque legal challenge. I guess many would say we’ll cross that bridge if/when we come to it, but the ultimate irony is that the very fact that we have a PLC overseeing the football club as a separate entity may prove to be our saving grace, something that might just make a number of people - particularly among the SaintsWeb forum membership - explode!