BFC Investment Company Annual Return 2023

This is the Hong Kong based holding company which owns the club and last week it submitted it's annual return (for the year to 6th June 2023) to the Hong Kong Registry.

As we know, during the year, there were two things going on:-

1) Consolidation of the non-Lee/Conway(PMG) shares, with Neerav and JAQ making acquisitions from previous JAQ group shareholders.

2) Additional share issues in order to provide the necessary working capital for the football club. These issues were made on 23 June 2022, 21 October 2022, 3 March 2023 and 3 May 2023.

With regards to the consolidations, this annual return shows that:-

Lee Pollock (LP 303 LLC) only subscribed to the June 2022 allotment of shares and then transferred his entire holding to JAQ (Jamakepe Investments) on 16th December 2022.

Zachary J Schreiber also only subscribed to the June 2022 allotment and then transferred his entire holding to Neerav (Abhajay Trade and Commerce*) on 16th December 2022.

Joshua D Samuelson subscribed to both the June 2022 and October 2022 allotments and then transferred his entire holding to Neerav on 16th December 2022.

With regards to the additional share issues, the return shows that, of the remaining five shareholders, Neerav, JAQ and the Crynes fully subscribed to the June, October and March issues. PMG/Conway and Chien Lee fully subscribed to the June and October allotments but only partially to the March issue. Neerav, JAQ and the Crynes took the bulk of the element of the March issue that Chien Lee and PMG did not pick up in the May issue, although PMG did take a small number of the May shares too.

The main item that the return shows that I don't think had previously been public is that Lee also transferred some of his shares to PMG/Conway on 11 April 2023.

Following the share issues in the last year there have now been 60 million shares issued in total for which £16.6m has been paid (excluding the Crynes initial 20% stake) and the current shareholding of BFC Investment Company as at June 2023 is:-

A Shares

Neerav Parekh (Abhajay) 23,119,487 shares which is 38.53% (up from 21.25% in the last return)

Julie Anne Quay (Jamakepe) 4,430,238 = 7.38% (up from 3.25%)

Chien Lee 13,800,000 = 23.00% (down from 31.25%)

Pacific Media Group 5,871,300 = 9.79% (up from 7.50%)

B Shares

Oakwell Holdings Limited (Crynes) 12,778,975 = 21.30% (up from 20.00%)

He/she who controls the majority of the A shares effectively controls the club as the majority A shareholders appoint 4 of the 5 Board members of BFC Investment Company which in turn appoints the Board members of BFC.

Therefore, the share movements in the last year show a significant strengthening in Neerav's position and he's now not far off owning 50% of the A shares on his own. With JAQ's 7.38% the combined position of Neerav and JAQ has strengthened relative to Lee/Conway particularly as a result of the reduction/dilution of Lee's holding.


(* - NB:- For avid Neerav internet search fans, Abhajay Trade And Commerce is a private company registered in Mumbai that manufactures chemicals and the directors are Ajay Balvantray Parekh, Neerav Apurva Parekh and Kalpana Apurva Parekh. Neerav appears also to currently be a director of Essen Finance and Investments, a company registered in Ahmedabad).

 

Thankyou so much for this. It would seem to point towards Conway/Lees tenure at Oakwell coming towards an end.

 

Fingers crossed! Lee in particular seems to be losing interest.

 

Thanks Exile. You and Archerfield are invaluable on this type of stuff.

 

Excuse the ignorance
the Crynes are paying into these share issues
Then 3 million is being paid back to them from the club
For the purchase from the consortium

So aren’t they literally paying for the club they have sold with their own money ?

I presume in theory they have inflated the minimum selling price of the club with these share issues .

So the total value of the club (share value) is 18/20 million or something like that ?

 

Thanks Exile. Pretty easy to understand n'all. Re the % issue.
But as an ignoramous. Re the A and B shares. What is the exact difference. Given collectively they add up to a total shareholding of 100%.

 

Quite a few points but taking the last first, the sums physically paid for the shares have been £14.6m, plus £2m of shares being allocated to the Crynes as part of the original purchase.

Then, I guess the value of the club is what someone is willing to pay for it but (and I'm only making a personal guess) the open-market value of the club at present would be much, much lower than £16.6m. As an indication, the most recent share issues have seen the shares each valued at just 8p - if you multiply the whole 60m by 8p, that's just £4.8m.

Therefore, I guess my comment on the first part of your question would be in the context of all owners investment values having declined since the purchase. However, as far as I know (and others are much more clued up on this than me) the £3m relates to the original purchase price and is not directly linked to the fact that the Crynes are now supporting additional share issues. The other original buyers have now put in more than the £3m anyway with their contributions in the last year. Not sure if that answers your question but I think the Crynes are only getting what they were entitled to as part of the original sale but the waters around that payment were definitely muddied during the Conway period of control.

 

As is stands the only difference I can tell is in relation to voting rights to appoint Board members of BFC Investments. The majority holders of the A shares can appoint 4 members and the holders of the B shares can appoint 1 member. Other than that all A and B shares rank side by side.

 

There'd be no use in Kerry Katona trying to join the board then because she's just a c lister at best now.

 

**EDIT.** Ignore, I'm the class dunce.

Thanks for this, as always

Regarding:
Neerav Parekh (Abhajay) 23,119,487 shares which is 38.53% (up from 21.25% in the last return)

Julie Anne Quay (Jamakepe) 4,430,238 = 7.38% (up from 3.25%)

Chien Lee 13,800,00 = 23.00% (down from 31.25%)

Pacific Media Group 5,871,300 = 9.79% (up from 7.50%)

That adds up to about 63%.

Does that mean there are still other minority holders of 'A' shares? Sorry to sound a bit dim.

 

Wouldn't mind being a fly on the wall during board meetings.

 

Don't rate your maths. It adds up to 78.7%

B shares take it up to 100% with 21.3%

 

think he means was not is some other minority share holders as what they have changed from adds to 63.25%

 

Neerav still owns less than 50% of A SHARES (Just under 49%) so is still reliant on the backing of JAQ with regard to who is on the BFC board. Any fall out there and a change of allegiance and Chien/PMG could be back in.

 

Bloody hell, it's not my maths, it's my ever worsening eyesight. Apologies - looks much clearer back on my laptop

 

So Neerav is less than a million shares from owning 51% of the A shares and thereby effectively having sole control of the club?

 

Pacific Media Group 5,871,300 = 9.79% (up from 7.50%)

How come their shares have gone up, who's sold to these sh1thouses?

Ignore, I've just read it again properly.

 

Hmm...wouldn't it be handy if Chien and Conway were found to be unsuitable people to be football club directors...

 

Aye, isn't there some sort of EFL investigation around all that sort of stuff? I forget who initiated it.