HTFC - Club Statement - The Stadium Shares are Returned
The Board of Huddersfield Town and Ken Davy are pleased to announce that Huddersfield Sporting Pride Limited has agreed to transfer a 40% shareholding in Kirklees Stadium Development Limited to the Football Club.
Completion of the transfer is subject to the approval of Kirklees Council, the other shareholder in KSDL, and will require the three partners to agree the reshaping of the arrangements for ensuring the secure future for the stadium. All parties expect this to be completed early in the New Year.
On completion, Dean Hoyle will also acquire all the remaining shares in the Football Club not currently held by him from Ken Davy and Andrew Watson.
The Board and Chairman Dean Hoyle are also pleased to announce that Ken Davy has agreed to accept the Board's offer to become Life President of Huddersfield Town in recognition of his services to the Club. In particular, in taking the Club out of Administration and then over the period since 2003, restoring stability, providing funding and building foundations for the future success of Huddersfield Town during his time as Chairman before presiding over the Club's Centenary season and celebrations.
Stadium Shares Update
The attached report below is an update HTSA efforts to extract information from Kirklees pertaining to the status of the Stadium Shares.
12 Nov 2009
Dear Ms Redfern,
I write in regard to a letter I received dated 9 November 2009 (your ref ID 1813) from Leif Wilks, Information Access Officer.
This letter was Kirklees Council's response to my FOI Request concerning "correspondence, approvals, file notes & memoranda between Kirklees Council and any of Ken Davy, Capital Reward or the administrator of Huddersfield Town Football Club in respect of Kirklees Stadium Development Limited or transfer of shares between 1 May 2003 and 31 December 2003".
I thank you for the copies of the two letters that were enclosed.
However, the letters made mention of a memorandum between the Council and Ken Davy. This was withheld since you considered that the exception under Section 41(1) FOI Act 2000 (Confidential Information) applies.
The covering letter also states that a letter dated 20 August 2009 from Ken Davy to the Council's Director of Regeneration (Ken Gillespie) was withheld for the same reason.
I would contend that the information contained within those two documents is in the public interest to be released as it is my belief that they will highlight contradictions in statements made by Ken Davy and the Council, before, during and after the administration process Huddersfield Town Football Club were embroiled in.
The information in the two withheld documents could help to clarify the ongoing debate surrounding the transfer of Huddersfield Town's 40% share in the Galpharm Stadium and as ratepayers the populate of Kirklees are surely entitled to know the truth as we are all 'shareholders' in Kirklees Council's 40% share?
If this information remains withheld then assumptions will be drawn that there is something to hide that is detrimental to the ongoing prosperity of the town's premier sporting team.
I await your considered response, and hopefully the release of the withheld information.
Regards
Marcus Middleton
Chairman
Huddersfield Town Supporters Association
18 Nov 2009
Case Reference Number FS50274700
Dear Mr Middleton,
Your information request to Kirklees Council
Thank you for your correspondence dated 21 October 2009 in which you complain about Kirklees Council’s failure to respond to your information request.
I have written to the public authority to provide them with a copy of your original request, reminding it of its responsibilities and asking it to respond to you within 10 working days of receiving our letter. I attach a copy for your information.
As you will see, even though the Commissioner does not intend to issue a formal notice in this case, your concerns have been taken seriously. Thank you for bringing this matter to the attention of the Information Commissioner.
If the Council responds and refuses to release the information you have asked for and you are dissatisfied, you may, after exhausting their internal complaints procedure, complain to us again.
This case has now been closed with the delayed response element showing as ‘withdrawn’ on our records. If you do not receive a response within 10 working days or are dissatisfied after having exhausted the internal review process mentioned above and would like us to look into the matter, please contact us quoting the reference number on this letter.
Should you have any questions about this please contact our Helpline on 08456 30 60 60, or 01625 54 57 45 if you would prefer to call a 'national rate' number.
Yours sincerely,
Jenny Sanders
FoI Case Reception Unit
Information Commissioner’s Office
Received 20 Nov 2009
Freedom of Information Request No 1812
“Under the Freedom of Information Act, Huddersfield Town Supporters Association request that you, Kirklees Council, provide me with: Minutes of council meetings, cabinet meetings, including private meetings, in 2003 where Kirklees Stadium Development Limited (KSDL) or Huddersfield Town Association Football Club (HTAFC) was considered”.
Cabinet considered the matter on three occasions and the relevant minutes are show below.
a) Cabinet meeting held on 22 January 2003 – minute reads:
REDEVELOPMENT – LEEDS ROAD PLAYING FIELDS, DEIGHTON
Cabinet were asked to consider and confirm support for continuation of the Leeds Road Playing Fields Project and to authorise Officers to extend a loan to Kirklees Stadium Development Ltd.
Cabinet agreed the following:-
(1) That support for the continuation of the Leeds Road Playing Fields Project as set out in the considered report be approved.
(2) That Officers be authorised to extend a loan to Kirklees Stadium Development Ltd. on the best terms reasonably obtainable to enable KSDL to meet its financial obligations up to 31 July 2003.
b) Cabinet meeting held on 14 May 2003 – minute reads:
c) Cabinet meeting held on 23 May 2003 – minute reads:
It should be noted that in each case the items included exempt information and were considered in private.
In addition, the Cabinet decision of 22 January 2003 was called-in for review of Scrutiny. The minutes of the Scrutiny review are:
3. Call In – Loan to Kirklees Stadium Development Ltd
(Exempt information relating to the financial or business affairs of persons other than the Authority)The Panel reviewed the decision made by Cabinet on 22 January 2003 which authorised Officers to extend a loan to Kirklees Stadium Development Ltd. on the best terms reasonably obtainable to enable KSDL to meet its financial obligations up to 31st July 2003.
In reviewing the decision the Panel heard information from councillors, officers and representatives of KSDL and came to the following decision:
RESOLVED:
That, having carefully considered all the information put before them, the Panel resolved to free the decision made by Cabinet on 22 January 2003, to extend a loan to the Kirklees Stadium Development Company. Furthermore, the Panel resolved to go beyond simply freeing the decision to positively endorse and support the action taken by Cabinet.
The Panel believed that the Cabinet acted in good faith in agreeing to the option which represented the best value for the Council Tax payers of Kirklees.
The Panel set out the following reasons to explain the decision that they came to:
1. Key Cabinet Members had been fully briefed on all the issues over a period of two weeks and had received and considered drafts of the final report. Further, the whole Cabinet had a lengthy discussion of the issues prior to the Cabinet meeting. During this period Cabinet Member’s had opportunities to ask questions and request further information.
Indeed, although there was no requirement to do this, the Leader and Officers made every effort to ensure that the Leaders of the political groups were briefed and also had opportunities to ask questions and request further information.
The Panel was satisfied that given the extreme sensitivity of the information, the Cabinet did all that it could to keep political groups informed before the decision was made.
2. The Panel was satisfied that all the viable, practical options for the Cabinet were considered and, through the briefings to the political leaders, information could have been shared with other Members of the political groups at the leaders’ discretion.
3. The Panel was of the view that the Council employs highly skilled advisers. In this situation it was quite clear that those Officers had a sole responsibility to act in the best interests of the Council and that there was no need for external advice to be sought. Indeed, the time taken to have sought external advice could well have resulted in the financial position of KSDL worsening.
4. The Panel agreed that, under the Constitution of the Council, this decision was the responsibility of the Cabinet. Due to the commercial and confidential issues which could be prejudicial to sensitive negotiations, a discussion at Full Council meeting was not appropriate. This was particularly the case as group leaders had been fully briefed and have a responsibility to inform their Members.
5. Having heard all the evidence, the Panel was of the view that all viable alternatives to address the immediate and urgent situation were submitted and considered by Cabinet. Of the options available to the Council, the decision to provide a loan to KSDL represented the best value for the Council.
The loan safeguards the public investment in KSDL and not providing it now may result in higher costs to the Council Tax payer in the future.
Safeguarding the financial position of KSDL now, allows time over the next six months to fully explore all the options for the future. These options would not exist if KSDL does not maintain its commercial stability.
11 Dec 2009
Dear Mr Middleton
Further to your email of 11 December 2009, I am considering your request for review and it raises the issue of whether disclosure of the information you request would be likely to prejudice the commercial interests of any person and whether, if it would, it would nonetheless be in the public interest to disclose the information you request. I am therefore consulting within the Council on that issue and it may also be necessary for me to consult various third parties on whether disclosure would be contrary to their commercial interests. Once I have the various responses I will be able to form a view on your request for review.
The Information Commissioner has issued guidance suggesting that reviews should normally be completed within 20 working days but that there may be a small number of cases which involve exceptional circumstances where it may be reasonable to take longer but that no review should take longer than 40 working days. Given the number of parties who may be affected by disclosure of the information you request and the need to apply the public interest test, this would appear to be one of those cases. I will be sending my review decision to you before 11 January 2009.
Regards
Vanessa
Vanessa Redfern
Acting Head of Legal Services
Tel: 01484 221720 (8601720)
Fax: 01484 221441 (8601441)Open Email to Mr Davy - Update - Marcus Middleton - HTSA
Mr Davy,
As you may be aware there is still some concern and disappointment amongst Huddersfield Town supporters regarding some of your actions made in your role as chairman of Huddersfield Town?
HTSA, as the new supporters group, still receive many questions about your chairmanship, mainly regarding the stadium share issue.
As part of our role as Fight for Answers, and on behalf of some Huddersfield Town supporters, we met Mr Armitage and yourself in February 2007.At the time of this meeting the general feeling around the club was probably at its lowest ebb and we think you realized that a meeting couldn't really do any more damage and if anything might just benefit the football club in general.
The feeling from our supporters’ group at the time was the same and we were looking for positives out of the meeting that would give supporters a little more confidence in the club and the future.
You did indeed explain quite a few things that supporters didn't understand and the meeting was a success for the club.
At the time in February 2007 though, Mr. Davy, we came away from that meeting with the following quote in mind re the Stadium Share issue.We asked: “When will it be ‘deemed appropriate’ to return Town’s 40% share in The Stadium?"
You answered: "Essentially it is highly unlikely and would be a pointless exercise as the KSDL debts will not be paid off for another 15 years"
However, after reading the recent article in The Guardian it now appears that this may not be the case.
You are quoted, in that article, as saying: "if everything went wonderfully we might make a couple of million profit".
You also state in that article: "having taken the risk of millions of pounds on rescuing the club, underwriting elements of the stadium, having a football and rugby club who both lose money, if there is an ultimate profit I'll take it".
Mr. Davy, if the Football club and Rugby club are, as you state 'losing money', then do you deem it fair to be making a profit out of what were once their assets and could, in the future, lessen their losses or indeed make them a profit?
Mr. Davy, you talk of the "Risk" involved.
What action do you suggest Mr. Hoyle might take to put him in your position?
Perhaps he could transfer the players to The Card Factory just in case one of them might be worth something in the future?
Mr. Davy, you also have spoken of becoming a supporter of the football club and actually beginning to enjoy football.
If you truly are a supporter you'll know that the 20,000+ Huddersfield Town supporters who have invested in the football club for years and years don't demand much back in the way of "risk". They invest unreservedly in ventures that every chairman throws at them and follow the club up and down the country, costing them just as much per pound earned as you "risked" in the football club.
Do you know why, Mr. Davy?
Passion, Pride, Dedication and Sentiment.
We can hear you now saying "there is no room for sentiment in business" but, Mr. Davy, football isn't just a business to many and we'd like you to take off your business head just for a moment.
As the football club is about to change hands, put on your community head and add a sporting spirit to go with it.
Mr. Davy, you've named two ventures and companies in your time as chairman, and both contain the word ‘pride’ - Huddersfield Sporting Pride, and Sporting Pride of Huddersfield.
Where’s the pride in making a small fortune out of two failing sporting organisations?
If you want pride then why don't you have a re-think on the Stadium Share issue?
Don't be like the bankers who took one risk too many and pulled down the very organisations they were supposed to make prosper.
Don't be like the MPs who claimed fortunes just because it wasn't illegal, only to end up looking like the leaches they are.
Mr. Davy, we talk to many supporters and the general feeling is, apart from the stadium share issue, we all owe you thanks for sorting out what was a complete mess.
Both KSDL (Kirklees Council’s fault) and HTAFC (past poor chairmanship and bad decision making) were in a bad state that you have helped turn around.
But, with all the will in the world, it’s clear that supporters will be able to just let the stadium share issue go by lightly.
It doesn't have to be like this though.Can't you reconsider your profit margin and do a deal with Dean Hoyle to return the shares to where a large number of Huddersfield Town Supporters believe they belong?
The soon to be Huddersfield Town chairman and supporters don't deserve to be paying for "risks" well into the future. We need a fresh start and the need to run our own finances once again.
We urge you to reconsider your stance and then we can get back to what we do best - 'supporting our team' - instead of turning over stones to untie the web that entangles the finances of Huddersfield Town Football Club.
Regards
Robert Wood and Marcus Middleton
Rob Vincent
Chief Executive1st Floor
Civic Centre III
Huddersfield HD1 1WGTel: 01484 221732
Fax: 01484 221777
E-mail: rob.vincent@kirklees.gov.ukOur Ref: RWV/KG/JJ/CE/Regen 2009-05-15 15 May 2009
Via E-mail : hscontrast35@hotmail.com
marcusmiddleton@htsa.co.ukDear Sirs
Huddersfield Town and 40% Shares in the Galpharm Stadium
In response to your further queries on my letter of 27 April 2009 directed to Cllr Graham Simpson, I can make the following comments:-
Your First Comment
I can only restate what I said in my previous letter, point 2, that the Council knew that Mr Davy intended that the shares in KSDL be vested in a different company. I have no knowledge of your references to other comments you believe Mr Davy may have made.Your 2nd Point
The shares were certainly transferred by Administrator to the company now known as Huddersfield Sporting Pride Ltd.Your 3rd Point
Your third query is incomplete, however I have set out at my previous point 5, how the Football Club could benefit from the development.Your 4th Point
The Joint Venture Agreement was revised and signed by all partners following the revisions to sharedholding.Your 5th Point
I understand that Mr Hoyle has legally acquired controlling interests in the Football Club and is a Director of KSDL and it is therefore assumed that he is well placed to fully understand and control the Club’s financial affairs.I hope this satisfies your further concerns.
Yours faithfully
Rob Vincent
Chief ExecutiveCC: Cllr Graham Simpson
Kirklees Stadium Development Ltd
Stadium Way
Huddersfield
HD1 6PG
Tel: 01484 450000
Fax: 01484 450144
E-mail: ken.gillespie@kirklees.gov.ukThis matter is being dealt with by Mr Ken Gillespie – Tel: 01484 221641
Our Ref: KG/RP/JJ/2009-05-11 Mr Middleton
11 May 2009
Via E-mail : marcusmiddleton@htsa.co.uk
Dear Mr Middleton
Thank you for your email of 9 April 2009 and reminders of 28 April and 5 May 2009.
In relation to your additional questions my replies are as follows:-Question 1 - Additional Queries
a) Four directors are nominated by Huddersfield Sporting Pride Limited. There are currently eight directors in total (plus one alternate director nominee of the Council).
b) Andrew Watson and Roger Armitage.
c) Roger Armitage and Dean Hoyle. They remain directors as long as their nomination from Huddersfield Sporting Pride Limited continues.
d) All of the parties are bound by the Joint Venture Agreement which regulates the relationships between the shareholders and others. It is not for me as company secretary to advise you how best the football club’s interests can be served.
Question 2 - Additional Queries
a) It is understood that Mr Davy in transferring the shares was seeking to protect the football club from potential future liabilities. At the time of the transfer the company’s principal debt involved loans which the company took out in relation to the construction of the Stadium which were then in the order of £8M.
b) The sums owed by the company are being cleared in accordance with the repayment requirements of the loans under which the indebtedness was incurred.
c) I believe that the answer given at a) above covers the matter as Mr Davy was referring to future potential liabilities rather than those already incurred.
d) The quoted statement attributed to me is not mine. KSDL is a separate legal entity and the debts were contracted in its name. It is therefore legally responsible for their repayment.
e) The Council does not consider that it has been in a position of vulnerability arising from the transfer of shares to Huddersfield Sporting Pride Limited.
Question 3 - Additional Queries
a) Yes, the shares were transferred by the administrator to Huddersfield Rugby League Club (1994) Limited which changed its name to Huddersfield Sporting Pride Limited.
b) Your statement is incorrect. The position is as described in a) above.
Question 4 - Additional Queries
a) Yes, that is my view. Even when the football club was a shareholder in its own right any income from contracts entered into by KSDL was received by KSDL not the football club.
Question 5 - Additional Queries
a) There is no requirement that costs will be incurred by the shareholders of KSDL.
b) KSDL, the Council, Huddersfield Giants and Huddersfield Town.
c) In the manner I have previously described by virtue of two directors of KSDL being nominated by Huddersfield Sporting Pride Limited and being directors of the football club. Additionally all partners based at the site should receive a commercial benefit from the site becoming more attractive and being visited by substantial numbers of people.
d) I can add nothing to my previous response.
e) Because KSDL is buying the freehold reversion and developing the HD One Development.
f) The vehicle to deliver the development is not yet formed pending the feasibility of the development being established.
g) The HD One Development is a KSDL project which will be delivered by a special purpose vehicle (ie its purpose will be solely related to that development). Neither I as Director of Regeneration or the Council is involved so I do not believe there is a conflict of interest. Should I consider that there was I would divorce myself from, involvement in my role with KSDL. As company secretary my role is administrative. I do not take decisions or vote on any issues. Determination of all issues is a matter for the Board.
Question 6 - Additional Queries
a) I am unaware how the evaluation was done who made it on behalf of the Administrator or the matters taken into account. I am aware that the shares previously held by the football club were transferred to Huddersfield Sporting Pride Limited for a nominal consideration presumably because of the situation prevailing at that time in relation to the administration of the football club.
b) My role is purely as an administrative officer of KSDL. The shares of a private company are not quoted as are PLC’s on the stock market. Until a transfer of shares occurs when any value is ascribed to them on the basis of valuation or the amount a buyer is prepared to pay to the seller the value is unknown. As such share value is arguably not the same issue for such a company as it is for a PLC.
Question 7 - Additional Queries
a) and b) The Council and a company are two different entities and subject to different rules. KSDL is a private company which is not required to publish information other than that which is required to be placed in the public domain at Companies House under the provisions of the Companies Acts.
Question 8 - Additional Queries
a) No, the Council is not presented with minutes of KSDL’s Board Meetings.
b) The Freedom of Information Act 2000 does not apply to companies other than those which are wholly owned by a local authority.
c) I am the company secretary attending the Board Meeting in an administrative capacity. I am not a director who takes a part in the decision making. I cannot comment formally on behalf of the Council.
Yours sincerely
Ken Gillespie
Company Secretary
Dear Mr Vincent
Thank you for your letter dated 27 April 2009 with regard to queries regarding Kirklees Stadium Development Ltd, and I note your comments.
Please find attached a response from myself as Chairman of Huddersfield Town Supporters Association and I would welcome your comments and reply at your earliest convenience.
Regards
Marcus Middleton
Chairman
Huddersfield Town Supporters Association1) We asked:
When Dean Hoyle is chairman of HTAFC, how can the football club be adequately represented on the board of Kirklees Stadium Development Limited, given that four of the present directors are drawn from Huddersfield Sporting Pride - a company that is technically KSDL’s parent company, and HTAFC is not a partner of?You replied:
I understand that the Joint Venture Agreement between the various parties provides for two of Huddersfield Sporting Pride Limited’s complement of four nominee directors to the Board of KSDL to be directors of Huddersfield Town AFC Ltd thereby clearly continuing the representation of the football club on KSDL’s Board.Consequently:
- We understood the Joint Venture Agreement was signed by HTAFC, KMC and the Giants. Having representatives nominated by HSP surely sums up the kind of representation any HTAFC nominee will have in the future on any committee?
- Also with the majority of the HSP directors having a financial vested interest that currently excludes the football club from any financial benefit, how can the minority (HTAFC’s representatives) be sure that the democratic process is not tainted?
2) We asked:
When Ken Davy moved Huddersfield Town's 40% share to protect them from KSDL's debts, who became responsible for these debts, and what was Kirklees Council's view on the movement?You replied:
The Council was aware of Mr Davy’s proposals to vest the shares in a different vehicle and was not opposed to that idea. That action had no effect on responsibility for KSDL’s indebtedness which continued and still does continue to be the responsibility of KSDL.Consequently:
- Mr Davy, in a meeting with supporters’ representatives, stated that he moved the shares “to protect HTAFC from any future financial liabilities” that might befall KSDL. That action must have potentially left KMC liable for a greater share of any future debts?
- How could KMC, at that time, and now, not be opposed to Mr Davy’s decision?
- Why, when you're a Kirklees Council representative, are you talking in this response as though you are a KSDL representative?
- Was Kirklees Council aware of Mr Davy’s proposal at the time that Ken Davy said publicly that the shares would not be removed?
- Your answer indicates that Kirklees Council was, and continues to be, comfortable with an arrangement that leaves HTAFC without any tangible fixed assets or income streams (e.g. match day catering, income from any other stadium commercial ventures such as concerts, and HDOne), whilst ensuring HTAFC maintained its £1.2m outstanding debt on the North Stand of the stadium. Does this go against the original stipulation that the stadium was built to benefit Kirklees Council, the Giants and Huddersfield Town?
3) We asked:
If the Joint Venture agreement is (as stated) 'set in stone', and HTAFC were in danger of losing its 40% shares and the right to play in the stadium if certain debts weren't renegotiated after administration, how can it be possible for an individual to merely move the shares to avoid further debt?You replied:
I understand that it was part of the package of arrangements for taking Huddersfield Town out of administration that the Administrators would transfer Huddersfield Town’s shares in KSDL to a separate company ultimately named to Huddersfield Sporting Pride Limited.Consequently:
- Our understanding is that the Administrators set up Capital Reward as the new company owning Huddersfield Town and so, of course, the stadium shares were transferred to that company. Then, in December 2003, Mr. Davy transferred those shares to his own holding company.
- Mr Davy’s early promise to leave the shares in situ surely meant with HTAFC?
- Could you advise what your understanding of this particular situation is based on?
4) We asked:
KSDL's role is to manage, maintain and procure the stadium on behalf of its partners. The Galpharm Stadium was originally built with Huddersfield Town, the Giants and Kirklees Council in mind, and community spirit was always at the forefront of the initiative and this is still being emphasised, e.g. the planning application for the HDOne project.
With HTAFC not being part of Huddersfield Sporting Pride, and in May consigned to being merely a tenant in the whole scenario, can this still be the case?You replied:
It is the Council’s belief that the football club is still very much involved in the partnership for the reasons set out in Question 1 (above) and I am sure that this view is also shared by Huddersfield Sporting Pride Limited but you may wish to take this up directly with that company.Consequently:
- From the outside, HTAFC would appear to be very much part of Huddersfield Sporting Pride Ltd. HTAFC is mentioned at every opportunity with regard to HSP ventures, and in their own literature. HTAFC has also been used to gather sponsorship, grants and other football related funding for HSP’s projects. However, HTAFC receives no financial benefit from HSP due to the shares removal.
- Are you suggesting, because HTAFC nominally provide two members of the KSDL directors, that HTAFC continue to benefit from the original partnership despite being financially detached due to the shares removal?
5) We asked:
The whole of the Stadium site is the subject of a 150 year lease from Kirklees Council, which KSDL will seek to convert to freehold once the scheme progresses. This can be found on Page 11 of the planning document for HDOne at: http://www.kirklees.gov.uk/business/plan....64_T06_0004.pdf
Why is Kirklees Council allowing this, and how will Huddersfield Town benefit if you do?You replied:
The Council is exploring the option to sell the freehold of the site upon commercial terms on the basis that ownership of the freehold will facilitate the process of letting units in the proposed new development. It is anticipated that a completed development with the increased commercial activity that this will bring to the site will benefit all partners within KSDL including the football club.Consequently:
- As per our comments with regard to question 4, HTAFC have no shares in KSDL.
- Surely, HTAFC are therefore only tenants in 'the partnership'?
- Please advise how, in the opinion of Kirklees Council, HTAFC can possibly benefit from a commercial venture that they have a zero shareholding in?
6) We asked:
In 2003, supporters were led to believe that the stadium shares being valued at £2 was with a view to them being part and parcel of the football club, and to reduce the financial impact on the incoming consortium, so that the football club would benefit. If this was not the case, and considering that the 2003 accounts for Huddersfield Sporting Pride show KSDL being valued at £15 million, how did the administrator come to this valuation? As a co-owner/partner in the stadium didn't the £2 valuation strike you as odd?You replied:
I cannot say how the administrator came to this view but I must assume that the value of the share transfer was related to the overall arrangement made with the incoming buyer of Huddersfield Town, Mr Davy and his consortium, in bringing the club out of administration.Consequently:
- Continuing your assumption, surely Mr Davy in relation to the incoming buyer of Huddersfield Town, Dean Hoyle, should make the shares available to HTAFC again, and therefore ensure the Joint Venture Agreement remains intact?
- In Kirklees Council’s opinion, is it wrong that HTAFC’s shares in the stadium (achieved from the sale of the lease on the Leeds Road stadium in the early 90’s) could pass into private ownership in a few weeks time?
- If Mr Davy, whilst chairman of HTAFC, removed the shares to protect HTAFC from future liabilities, is it not right that once he is no longer chairman of HTAFC he should pass them onto the new chairman to do with what he likes as Mr Davy is no longer liable to protect the football club?
7) We asked:
It may be, of course, that some of the answers to these questions are to be found in the Joint Venture / Shareholders Agreement but this is not in the public domain. Why not?You replied:
The Joint Venture Agreement is made between the Shareholders of KSDL and other parties and it was always intended that this was a private document, and the Council entered into an agreement in the document to keep its subject matter confidential.Consequently:
- Is this not a perfect example of why there is a Freedom Of Information Act in the first place?
- With KSDL managing, maintaining, and procuring the stadium on behalf of its partners all of which are supported by residents of Kirklees (and elsewhere) is there a case for the cloak of confidentiality to be lifted?
- If not, will Kirklees MC (in its role as shareholder and partner) check that the Joint Venture Shareholders Agreement remains relevant?
8) We asked:
Why aren't any minutes published for an organisation (KSDL) with public responsibilities, and with a public authority (Kirklees Council) as a partner? We formally request, under the Freedom of Information Act, minutes of all KSDL meetings between December 2002 and December 2004, inclusive?You replied:
Whilst the Council is a member of KSDL it is not the only member and the operations of a company are not the same as those of a local authority. The minutes of the board of directors are not circulated outside the company and its officers and not required to be filed under the Companies Act at Companies House. Equally the provisions of the Freedom of Information Act 2000 apply only to companies which are wholly local authority owned.Consequently:
- With reference to the Freedom Of Information Act it is outlined in the Act that it is in the public interest that public funds are accountable and transparent. Surely, a public body cannot just decide that something is commercially sensitive and all exemptions must be justified and supported with evidence. If not it may be necessary to report the Data Controller to the Information Commissioners Office. Also we may submit a Subject Access Request, under section 7 of the Data Protection Act 1998. This will reveal details of all emails, letters, and meetings which give mention of, or can identify, the Data Subject (KSDL meetings between December 2002 and December 2004).
- With this in mind can we also request a proper explanation of why our request for information was denied?
Chief Executive
ROB VINCENTPO Box B24
Civic Centre III
Huddersfield HD1 1WGTel: 01484 226600
Fax: 01484 221777
Email: rob.vincent@kirklees.gov.ukOur Ref: RWV/AJK/CEConf/Regen/20090427 27 April 2009
Letter to be sent by email
Dear Mr Middleton/Mr Lawrence
In my absence on leave over the Easter period, I understand that you emailed all members of the Council with certain queries related to Kirklees Stadium Development Limited. I think it might be helpful if I provide you with a response on their behalf.
1. I understand that the Joint Venture Agreement between the various parties provides for two of Huddersfield Sporting Pride Limited’s complement of four nominee directors to the Board of KSDL to be directors of Huddersfield Town AFC Ltd thereby clearly continuing the representation of the football club on KSDL’s Board.
2. The Council was aware of Mr Davy’s proposals to vest the shares in a different vehicle and were not opposed to that idea. That action had no effect on responsibility for KSDL’s indebtedness which continued and still does continue to be the responsibility of KSDL.
3. I understand that it was part of the package of arrangements for taking Huddersfield Town out of administration that the Administrators would transfer Huddersfield Town’s shares in KSDL to a separate company ultimately named to Huddersfield Sporting Pride Limited.
4. It is the Council’s belief that the football club is still very much involved in the partnership for the reasons set out in 1. above and I am sure that this view is also shared by Huddersfield Sporting Pride Limited but you may wish to take this up directly with that company.
5. The Council is exploring the option to sell the freehold of the site upon commercial terms on the basis that ownership of the freehold will facilitate the process of letting units in the proposed new development. It is anticipated that a completed development with the increased commercial activity that this will bring to the site will benefit all partners within KSDL including the football club.
6. I cannot say how the administrator came to this view but I must assume that the value of the share transfer was related to the overall arrangement made with the incoming buyer of Huddersfield Town, Mr Davy and his consortium, in bringing the club out of administration.
7. The Joint Venture Agreement is made between the Shareholders of KSDL and other parties and it was always intended that this was a private document, and the Council entered into an agreement in the document to keep its subject matter confidential.
8. Whilst the Council is a member of KSDL it is not the only member and the operations of a company are not the same as those of a local authority. The minutes of the board of directors are not circulated outside the company and its officers and not required to be filed under the Companies Act at Companies House. Equally the provisions of the Freedom of Information Act 2000 apply only to companies which are wholly local authority owned.
I hope that I have been able to deal with your concerns.
Yours sincerely
Rob Vincent
Chief ExecutiveStadium Shares - Update - Marcus Middleton - HTSA
Letter sent to 67 Councillors
I've just sent the email below to all the councillors in Kirklees, with the exception of Jean Calvert & John Smithson (as they'd already received it last week). That's 67 councillors in 23 wards!
Hopefully, they will start to ask questions within the council
Feel free to copy it, and send it to your own councillor (who you can find at http://www2.kirklees.gov.uk/you-kmc/kmc-....lors.asp?w_id=1
Full List of Councillor email addresses here
Dear Sir/Madam,
In your role as a Kirklees Councillor, we would be grateful if you could please give your considered response to our questions and the information contained, which are a real concern to many of your own electorate.
As a matter of courtesy, please be aware that a copy of this email has also been sent to Huddersfield Town.
In 2003 when Huddersfield Town FC was in administration, its supporters raised some £120,000, of which £60,000 was used to maintain the club’s existence by helping to cover the cost of administration.
In exiting administration the sitting judge stated that it was the supporters of the club that were its most prized asset. With this in mind various Huddersfield Town supporters groups have tried to keep an active eye on the financial side of HTAFC and at times have asked appropriate and relevant questions of those who run the club.
Some of those questions were thankfully answered and allayed some of the fears supporters had. Other answers, however, led to further questions and some of those answers contradicted previous responses.
Questions of KSDL, and the stadium shares in particular, are at the forefront of supporters' minds.
Ken Davy, when he took over ownership of the club, stated that the shareholdings in the stadium company - 40% Town, 40% Kirklees Council and 20% rugby league club - would remain unaltered.
In 2005 a lack of communication between Ken Davy and the supporters, plus the announcement of some startling financial figures, led some supporters to start questioning once again what was occurring with our football club.
It was discovered that the football club's shares in KSDL had been transferred to a holding company in 2003 by Ken Davy. His response was "with KSDL’s debts of £8m, I sought to protect Town from these debts" and he added "the finances of KSDL are far from robust". The message from those in charge seemed to be that HTAFC and The Giants should be distanced from KSDL because of its financial vulnerability.
As you may be aware Huddersfield Town will soon welcome a new chairman (Dean Hoyle). It is our understanding and hope that Dean Hoyle would be happy to take this financial vulnerability on board and keep intact the original partnership agreement and the goodwill that went with it.
On behalf of Huddersfield Town Supporters Association, and the supporters of Huddersfield Town in general, we feel that it is now appropriate to ask you to address the following issues and we welcome your considered response:
1) When Dean Hoyle is chairman of HTAFC, how can the football club be adequately represented on the board of Kirklees Stadium Development Limited, given that four of the present directors are drawn from Huddersfield Sporting Pride - a company that is technically KSDL’s parent company, and HTAFC is not a partner of?
2) When Ken Davy moved Huddersfield Town's 40% share to protect them from KSDL's debts, who became responsible for these debts, and what was Kirklees Council's view on the movement?
3) If the Joint Venture agreement is (as stated) 'set in stone', and HTAFC were in danger of losing its 40% shares and the right to play in the stadium if certain debts weren't renegotiated after administration, how can it be possible for an individual to merely move the shares to avoid further debt?
4) KSDL's role is to manage, maintain and procure the stadium on behalf of its partners. The Galpharm Stadium was originally built with Huddersfield Town, the Giants and Kirklees Council in mind, and community spirit was always at the forefront of the initiative and this is still being emphasised, e.g. the planning application for the HDOne project.
With HTAFC not being part of Huddersfield Sporting Pride, and in May consigned to being merely a tenant in the whole scenario, can this still be the case?
5) The whole of the Stadium site is the subject of a 150 year lease from Kirklees Council, which KSDL will seek to convert to freehold once the scheme progresses. This can be found on Page 11 of the planning document for HDOne at:
http://www.kirklees.gov.uk/business/plan....64_T06_0004.pdf
Why is Kirklees Council allowing this, and how will Huddersfield Town benefit if you do?
6) In 2003, supporters were led to believe that the stadium shares being valued at £2 was with a view to them being part and parcel of the football club, and to reduce the financial impact on the incoming consortium, so that the football club would benefit.
If this was not the case, and considering that the 2003 accounts for Huddersfield Sporting Pride show KSDL being valued at £15 million, how did the administrator come to this valuation? As a co-owner/partner in the stadium didn't the £2 valuation strike you as odd?
7) It may be, of course, that some of the answers to these questions are to be found in the Joint Venture/Shareholders Agreement but this is not in the public domain. Why not?
8) Why aren't any minutes published for an organisation (KSDL) with public responsibilities, and with a public authority (Kirklees Council) as a partner? We formally request, under the Freedom of Information Act, minutes of all KSDL meetings between December 2002 and December 2004, inclusive?
Marcus Middleton
Chairman
Huddersfield Town Supporters AssociationStadium Shares - Update - Marcus Middleton - HTSA
Update on Meeting held at Turnbridge WMC at 1:00 pm on Saturday 11th April 2009
Here's the transcripts of what was read out, initially by Robert Wood (Bro on DATM), and then by Marcus Middleton (Mids on DATM).
We then answered a few questions and pleaded with those present to go away and pressure their councillors and MPs.
It was suggested that their be a template letter/email that can be downloaded from our website (this is being put together)
It was suggested that there's a simple to follow history of Ken's dealings with Town made available....again that can be put on our website (this is being put together).
All in all it was a good meeting that just lacked numbers....however I had receved many emails and private messages on DATM to say people couldn't make it but they were fully behind us and would help wherever they can....so appearances can be deceiving.
A reporter (Barry Gibson) from The Examiner turned up too....so there'll hopefully be something in there in due course.
First of all thank you for attending now i'm going to briefly explain why we are here. If I may I'll take you to the official internet website of Huddersfield Town that tells the story of the Huddersfield Association football ground company armed with £500 setting about purchasing a site for a football ground.
Eventually in 1908 Leeds Rd was ready for the birth of Huddersfield Town. It tells of the plans for the stand and paddock and eventually of a finished stadium holding 34,000 supporters and in 1910 we gained election to the football league and in 1911 due to the cost of relaying the pitch we fell into financial trouble and finally were liquidated in May 1912.
The Club was then re-launched but due to lack of attendance once again fell into financial trouble in 1919. Then along came the idea to move to Leeds which sparked a public backlash and galvanized the club and the public of Huddersfield into forming a club that went through it's most successful period in the glorious 20's. Crowds rose from a measly 3000 to 60,000 by the end of that decade.
The official site also pays mention to a time when in the 1930's The Directors showed a lack of adventure by purchasing a stand from Fleetwood that only held 1300 supporters. During the 1940's there is also a time when the directors were praised for getting it right. After seeing a RECORD 67037 supporters in the ground and witnessing a lot of injuries it was decided to upgrade the terracing with such strong barriers they still passed a test of fitness in 1970.
There was also a time in 1961 when the club required floodlights. Denis Law was transferred for a sum of £55,000 to finance the acquirement of these floodlights. Leeds Road eventually succumbed to father time and eventually we moved to the present stadium. That is part of the history off the Official website.
Ken Davy, Andrew Watson and Roger Armitage have tried to tell us on countless occasions that Leeds Rd didn't belong to HTAFC and Andrew Watson stated that the only thing that Huddersfield Town brought to The Mcalpine table was a £5 million figure
the council paid to buy HTAFC out of the leasehold which could have been considerably more if food retail outlets had been granted permission on the B&Q retail park which was formerly Leeds Rd our home. They or anyone else have failed to point out when we lost the ground and all that went with it.
I've followed the club for 40 years and many of my associates a lot longer and they hadn't heard where or when either. Talking to Keith Hanvey and an historian of the club and they also don't know when we lost the ownership of Leeds Rd.
The Supporters Trust and FFA asked the questions regarding The Share issue within KSDL and to be honest and frank with you the representatives of The Club have tried at every turn to belittle HTAFCs contribution to building of The then Mcalpine Stadium.
Choosing to ignore even the £5 million, european grants and football associated grants which accounted for a large slice of the finances these people continue to try and smooth over the stadium share transfer to a private company which is Huddersfield Sporting Pride.
The flagship that is Huddersfield Town football club in the last 15 years have partly financed a number of projects.
The North Stand is still being paid for by way of loan repayments by HTAFC and eventually £1.5million will have been repaid and we won't own any of it.
The Sports Barn included funding believed to be over £1 million and we've been told we now have to pay to train there.
The Zone was acquired by representatives of Huddersfield Town and is now a private. charity run enterprize.
The latest Huddersfield Town costing that appeared at recent meetings was a sum of £25,000 was invested to upgrade the pitches at Storthes Hall. We don't own Storthes Hall, Huddersfield University do and they have no problem finding funds to sponsor
The Giants so you've got to ask why?
The Supporters Trust asked questions of Ken Davys intentions way back in 2005 after finding out about the Stadium share transfer that he promised would never happen. Fight For Answers picked up the baton and ran with it because Davy showed nothing but contempt for the supporters of the club and his silence spoke volumes. Eventually when FFA did get to meet him we did get some of the answers and for the good of the club we decided to try and run with it.
The intervention of Adam Pearson and then the official application and consequent announcement of the HDONE project opened up old wounds and the picture was complete. The reason Ken Davy will not make the stadium shares available in our opinion becomes quite clear.
We have consequently asked questions of Begsbie Traynors and members of the KMC representatives on KSDL along with KSDL themselves.
The sale of 40% of the shares in KSDL at a price of £2 was understood by The Supporters Group at the time was made with HTAFC and the shares being as one.Huddersfield Sporting Pride at that time had the stadium shares valued at £15 million.The joint venture agreement what keeps getting quoted was an agreement between HTAFC/The Giants and KSDL that is no longer the case as HSP own 60% of the shares and KMC 40%.
This supporters group want Dean Hoyle to have the best possible chance of taking this club forward and sorting out our finances. The biggest part of our finances after season tickets and gate reciepts are under the control of KSDL.
Any monies made from car parking, food outlets and quite a lot of advertizing revenue goes into KSDL. Sponsorship in many areas is financially diluted by the present set-up. Even with merchandizing from the club shops we would have to wait to some degree for an handout from Huddersfield Sporting Pride.
Ken Davy said he'd moved our shares from HTAFC to Huddersfield Sporting Pride to protect us from any future unforeseen financial liabilities that may befall KSDL and also that it was just "chance and circumstance" that it ended up as Huddersfield Sporting Pride.
We as a group are 100% sure that Dean Hoyle wouldn't mind taking on them unforeseen financial liabilities.by Robert Wood (Bro on DATM)
.............................................................................................................................
We know this topic is repetitive, and some people find it boring, and we know most people think they have heard it all before, but unfortunately, due to the morally corrupt attitude of our still incumbent chairman, this issue is as relevant today as it was when it was first discovered several years ago.If what Mr Davy did with the shares was so considerate, and in the club’s best interests, why did he not announce it when he did it?
Why did it take the shares removal being discovered 18mths later for him to comment on it?
Mr Davy, and his supporters, are relying on supporter apathy and the thought that eventually no-one will listen and supporters will tire of asking the same sort of questions, and getting the same non-committal answers in return.
Huddersfield Town cannot afford to carry on financially as the club is set up now. Things do have to change and this is probably the only way we, the supporters, have of changing them.Dean Hoyle and Nigel Clibbens, no doubt, have their own plans for how to try and achieve the return of the club’s shares. We, the fans, can only continue to do what we can. To question, to inform, to keep the topic in the public eye, and to request that our local councilors and MP’s are informed and asked what they can do to help. These people represent each and every one of us. They need your support, and it is their civic duty to investigate local issues. I would urge each and every one of you to contact your own councilors and MP. If you don’t know what to say, forward them a copy of the questions we have asked (they can be found on our website, www.htsa.co.uk)
We invited Cllr Mehboob Khan (Council leader), Cllr Robert Light, Cllr Jean Calvert, Cllr John Smithson, Barry Sheerman MP, Kali Mountford MP, and Jason McCartney (ex Calendar presenter, Town fan, and prospective parliamentary candidate) to today’s meeting. I know that other people have contacted their own councilors and had replies stating they will look into this issue. The more people that can do the sane, the better it will be.
In the next week or so, we’re hopeful that an investigative piece will appear in a broadsheet newspaper (The Guardian). The journalist has met with us, and we have sent him all the history of this issue (with all the ‘facts’ backed up by links which are in the public domain). He's also done his own research by asking relevant persons from the club’s, and stadium’s history. He may even have spoken to Mr Davy!!!
Once that's published we’re hopeful that the Examiner will do a piece, including the KSDL questions/answers as well.
I spoke to Paul Ogden last Thursday evening....I gave him a taster of what's going on, and there’s always the possibility that he can do something to publicise this as we go forward….but Radio Leeds are historically very nervous about ‘sensitive issues’!
There's today’s meeting.
Then there's the next Patrons Meeting, on Wednesday 6th May, when Mr Davy will be the guest for the second half of the meeting (the first half is Lee Clark)
There's also what Dean & Nigel have in store. They have the capability, to ensure every season ticket holder (past and present) gets to know the exact position, if they so wish.
It's a long process....but Mr Davy is going to have some nerve if he’s able to ride out of Town with his reputation still intact.Far be it for us to suggest that Mr Davy, or KSDL, has done anything illegal throughout this process but around the time of the removal of the shares, the HSP accounts show that KSDL’s involvement in the stadium to be nominally valued at £15m…..Town’s 40% share of that would be valued at £6m….which leads you to wonder why the shares, at the time of administration (and allowing for all the related debts at the time) were sold to Mr Davy for £2.
What is without question though is that Mr Davy’s actions were, and continue to be, morally & ethically corrupt. What he has done, and what he refuses to rectify, is tant amount to taking the Leeds Road stadium, and all its associated history, and putting it into his own family’s pension scheme!!
If, as he insists, he removed the shares to protect the football club from future debts, why won’t he give them back when Dean Hoyle takes over? It won’t be his problem any more! Surely the chairman of the football club, at whatever time, should have the assets and the subsequent capability to manage, and protect, the club’s debts?
He should give them back, as they belong to the football club.
If he won’t do that, and he really is in it for the profit as the businessman he is, he should sell them back. He’s been asked to, and he refuses to.by Marcus Middleton (Mids on DATM).
Stadium Shares - Update - Marcus Middleton - HTSA
HTSA have this morning sent an email to Cllr Jean Calvert and Cllr John Smithson to ask them to answer the (appropriately amended) questions from our original email with their 'Kirklees Council hat on' rather than their 'KSDL hat on'.
We have also sent Ken Gillespie (KSDL Secretary) an email with some follow up questions for him to answer at his earliest convenience. Those questions are attached to this email.
1) We asked:
“When Dean Hoyle is chairman of HTFC, how can the football club be adequately represented on the board of KSDL, given that four of the present directors are drawn from Huddersfield Sporting Pride, which has no formal connection with Huddersfield Town?”You replied:
“The joint venture agreement provides that 2 of the directors of KSDL nominated by Huddersfield Sporting Pride Ltd should be directors of the football club.”
We now ask:
- How many directors of KSDL are there currently, and how many in total are nominated by Huddersfield Sporting Pride?
- Who were the two directors at the time of the 40% stadium shares being transferred from the football club to Huddersfield Sporting Pride?
- Who are the current nominees from Huddersfield Sporting Pride and what is the expected duration of their tenure i.e. do they sit for 12 months, or indefinitely until a replacement is nominated by Huddersfield Sporting Pride?
- The joint venture agreement was drawn up with the football club being 40% stakeholders of KSDL financially. At future KSDL meetings, after Dean Hoyle takes control of HTFC, the majority of the committee will retain a financial benefit through the stadium shares, and a minority (the football club nominees) who won’t! On these occasions, when a vote needs to be taken, how can HTFC’s best interests ever be served?
2) We asked:
“When Ken Davy moved Huddersfield Town's 40% share to protect them from KSDL's debts, who became responsible for these debts?”You replied:
“KSDL has always retained and continues to retain responsibility for repaying loans and other sums owed by it.”
We now ask:
- Please provide details of what debts were owed, and for what, by KSDL at the point in time when HTFC’s shares were moved?
- What progress has been made to clear these debts?
- When would you expect them to be sufficiently cleared so that there would be no need for the football club to be ‘protected’?
- In your own words Mr Gillespie, "KSDL is technically a subsidiary company for Huddersfield Sporting Pride Limited". So, why hasn't Huddersfield Sporting Pride got any responsibility for the debts or the amounts owed?
- Was it just Kirklees Metropolitan Council that was left vulnerable when the Giants and HTFC’s shares were moved ‘to protect them from any further liabilities’?
3) We asked:
“If the Joint Venture agreement is (as stated) 'set in stone', and HTAFC was in danger of losing its 40% shares and the right to play in the stadium if certain debts weren't renegotiated after administration, how can it be possible for an individual to merely move the shares to avoid further debt?”You replied:
“The shares in KSDL held by Huddersfield Town football club Ltd which went into administration were transferred by the administrators to Huddersfield Sporting Pride Ltd. “
We now ask:
- Can you categorically confirm this to be factually correct?
- The shares in KSDL held by Huddersfield Town Football Club were valued and sold to Mr Davy’s consortium. The supporters were told they would remain unaltered - understood to mean they would remain with Huddersfield Town under whatever guise. They were originally placed with a company called Capital Reward, but later grouped together with the Giants 20% shares within Huddersfield Sporting Pride. Were you not aware of this?
4) We asked:
“KSDL's role is to manage, maintain and procure the stadium on behalf of its partners. The Galpharm Stadium was originally built with Huddersfield Town, the Giants and Kirklees Council in mind, and community spirit was always at the forefront of the initiative and this is still being emphasised, e.g. the planning application for HDOne project.
Do you think this will still be possible when the majority shareholder (Ken Davy) will have no connection to Huddersfield Town, yet his ‘private company’ will hold the club’s 40% stadium share?”You replied:
“Yes as stated in 1) above two of the directors of KSDL are directors of the football club.”We now ask:
- Is it correct to assume, from your response, you believe that because two of KSDL’s directors are directors of the football club that a community spirit still prevails, within KSDL, since the transfer of the football clubs 40% shareholding (considering the football club does not receive, nor will receive, any revenue from any contracts with KSDL - be it catering at football matches or any developments such as the proposed HD One)?
5) We asked:
“The whole of the Stadium site is the subject of a 150 year lease from Kirklees Council, which KSDL will seek to convert to freehold once the scheme progresses. This can be found on Page 11 of the planning document for HDOne at:
http://www.kirklees.gov.uk/business/planning/Scanned_Applications/Applications%202008/92864/2008_92864_T06_0004.pdf
Why will you seek to do this, and how will Huddersfield Town benefit if you do?”You replied:
“KSDL has entered into negotiations with the council to purchase the freehold reversion of the stadium and its site currently held under the lease to which you refer. No conclusions have been reached at this stage but the transfer is designed to be effected in conjunction with the progression of the HDONE development and to facilitate the process of letting units under that scheme. All partners benefit from the site being commercially more attractive. The project is likely to be dealt with by a separate company in which KSDL is only likely to have a limited role.”
We now ask:
- What cost, if any, will be incurred by the shareholders of KSDL to purchase the freehold?
- Who are the partners that you state intend to ‘benefit from the site being commercially more attractive’?
- How can the football club be a partner in ‘the site’ seeing as HTFC no longer has a shareholding in KSDL, and are merely tenants?
- Is HTFC included in your list of partners – if so, how it will benefit?
- As a subsidiary company of Huddersfield Sporting Pride, why are KSDL negotiating with Kirklees Council?
- When a ‘separate company’ is likely to be the one reaping the benefit of HDONE shouldn't that ‘separate company’ be doing its own groundwork?
- Could your role as Kirklees Council’s Director of Regeneration, whilst representing both the Council and KSDL in the HDOne project, at times be perceived as leading to a conflict of interests?
6) We asked:
“In 2003, supporters were led to believe that the stadium shares being valued at £2 were with a view to them being part and parcel of the football club, and to reduce the financial impact on the incoming consortium, so that the football club would benefit.
If this was not the case, and considering that the 2003 accounts for Huddersfield Sporting Pride show KSDL being valued at £15 million, how did the administrator come to this valuation? As co-owners of shares didn't the £2 valuation strike you as odd?”You replied:
“I cannot comment on any valuation of KSDL shares in 2003 made by the administrator of Huddersfield Town. Upon what basis that was made I do not know and this question should be addressed to the former administrator.”We now ask:
- Why are you unable to comment on such a matter?
- Surely in your current role within KSDL you have an interest, if not knowledge, of the value of KSDL?
I can also confirm that advice taken and questions have been submitted to the relevant body.
7) We asked:
“It may be, of course, that some of the answers to these questions are to be found in the Joint Venture/Shareholders Agreement but this is not in the public domain. Why not?”You replied:
“The Joint venture agreement is an agreement between the shareholders of KSDL and other parties and is a private document between them which is not in the public domain.”We now ask:
- As an executive of Kirklees Council, are you concerned that a community scheme such as KSDL does not have maximum transparency so that the intended beneficiaries (football club, rugby club, council tax payers) can see that it is being run to the best of its abilities on their behalf?
- As such, why is this level of privacy being maintained?
8) We asked:
“Why aren't any minutes published for an organisation (KSDL) with public responsibilities? We formally request, under the Freedom of Information Act, minutes of all KSDL meetings between December 2003 and December 2004, inclusive?”You replied:
“The minutes of the board of directors of KSDL are published only among board members and other officials of the company. The Freedom Of Information Act 2000 relates to information held by public authorities. KSDL is not a public authority covered by the act and this information is not to be published beyond its present circulation.”We now ask:
- Given that Kirklees Council is a partner & shareholder in KSDL, can you advise if the council is formally provided with minutes of KSDL meetings?
- Given that tax payers money was involved in the creation of the stadium, why is the Freedom of Information Act not applicable?
- As a representative of Kirklees Council, on the KSDL committee, is the Council happy for such details to remain unavailable to public scrutiny?
We intend to apply for the information through other avenues.Marcus Middleton
Chairman
Huddersfield Town Supporters Association
Stadium Shares - Update - Marcus Middleton - HTSA
HTSA have sent the following email to each of these individuals:
Cllr Mehoob Khan (Council Leader)
Cllr Robert Light
Cllr John Smithson
Cllr Jean Calvert
Barry Sheerman MP
Kali Mountford MP
Jason McCartney (Tory candidate and Town fan - ex of Calendar)
Dear Sir (or Madam)Three weeks ago, Huddersfield Town Supporters Association reported that a detailed letter had been sent to Ken Gillespie, as Secretary of Kirklees Stadium Development Ltd, setting out a number of questions relating to concerns over the future relationship between the Football Club and KSDL, particularly in relation to the stadium shares once owned by Huddersfield Town FC.
A reply has now been received, prompting further questions in the very near future. That reply, together with the original letter and the questions raised, can be viewed in full on the Supporters Association website at www.htsa.co.uk .
Supporters have been made aware that an open meeting will be held before next Monday’s match (April 13th), when there will be an opportunity to discuss the latest position on this issue as well as to raise any other questions of concern. The meeting will start at 1pm in the Upper Bar of the Turnbridge W.M.C. ( St. Andrews Road) and a snack lunch will be provided.
I would like to invite you to attend that meeting in order that you can hear for yourself some of our concerns, and the feelings of many supporters on this subject. I’m sure that you’d welcome the opportunity to represent and help your constituents wherever possible, and to ensure you’re aware of, and react to, issues raised locally.
Marcus Middleton
Chairman
Huddersfield Town Supporters AssociationStadium Shares - Update - Marcus Middleton - HTSA
The latest situation is that Ken Gillespie (KSDL's secretary) has not, as yet, replied to our original email of 13th March, despite being back of his holidays since 23rd March (as per the acknowledgement we received at the time).
He has however replied to Neil Brophy (who sent the very same questions privately)....but via Kali Mountford (MP for Colne Valley). The questions are below, with KSDL's answers in italics after each one.
It's clear from his answers that KSDL's directors are, as you would expect, adopting a defensive posture and giving very little away, and in fact redirecting us wherever possible. Also some of his answers are simply untrue e.g. the answer to Q3 should have been Capital Reward (Davy's own private company).
The plan now is to formulate a request for our own reply but we're unsure whether to say that we know Neil's already received his reply. We need to ask follow on questions, and we need to write to Begsbie Traynors (the administrators).
So what we have in full at the moment is this..1) When Dean Hoyle is chairman of HTAFC, how can the football club be adequately represented on the board of KSDL, given that four of the present directors are drawn from Huddersfield Sporting Pride, which has no formal connection with Huddersfield Town?
The joint venture agreement provides that 2 of the directors of KSDL nominated by Huddersfield Sporting Pride Ltd should be directors of the football club.
2) When Ken Davy moved Huddersfield Town's 40% share to protect them from KSDL's debts, who became responsible for these debts?
KSDL has always retained and continues to retain responsibility for repaying loans and other sums owed by it.
3) If the Joint Venture agreement is (as stated) 'set in stone', and HTAFC was in danger of losing its 40% shares and the right to play in the stadium if certain debts weren't renegotiated after administration, how can it be possible for an individual to merely move the shares to avoid further debt?
The shares in KSDL held by Huddersfield Town football club Ltd which went into administration were transferred by the administrators to Huddersfield Sporting Pride Ltd.
4) KSDL's role is to manage, maintain and procure the stadium on behalf of its partners. The Galpharm Stadium was originally built with Huddersfield Town, the Giants and Kirklees Council in mind, and community spirit was always at the forefront of the initiative and this is still being emphasised, e.g. the planning application for HDOne project.
Do you think this will still be possible when the majority shareholder (Ken Davy) will have no connection to Huddersfield Town, yet his ‘private company’ will hold the club’s 40% stadium share?Yes as stated in 1) above two of the directors of KSDL are directors of the football club.
5) The whole of the Stadium site is the subject of a 150 year lease from Kirklees Council, which KSDL will seek to convert to freehold once the scheme progresses. This can be found on Page 11 of the planning document for HDOne at:
http://www.kirklees.gov.uk/business/planning/Scanned_Applications/Applications%202008/92864/2008_92864_T06_0004.pdf
Why will you seek to do this, and how will Huddersfield Town benefit if you do?KSDL has entered into negotiations with the council to purchase the freehold reversion of the stadium and its site, currently held under the lease to which you refer. No conclusions have been reached at this stage but the transfer is designed to be effected in conjunction with the progression of the HDONE development and to facilitate the process of letting units under that scheme. All partners benefit from the site being commercially more attractive.
6) In 2003, supporters were led to believe that the stadium shares being valued at £2 was with a view to them being part and parcel of the football club, and to reduce the financial impact on the incoming consortium, so that the football club would benefit.
If this was not the case, and considering that the 2003 accounts for Huddersfield Sporting Pride show KSDL being valued at £15 million, how did the administrator come to this valuation? As co-owners of shares didn't the £2 valuation strike you as odd?I cannot comment on any valuation of KSDL shares in 2003 made by the adminstrator of Huddersfield Town. Upon what basis that was made i do not know and this question should be addressed to the former administrator.
7) It may be, of course, that some of the answers to these questions are to be found in the Joint Venture/Shareholders Agreement but this is not in the public domain. Why not?
The Joint venture agreement is an agreement between the shareholders of KSDL and other parties and is a private document between them which is not in the public domain.
8) Why aren't any minutes published for an organisation (KSDL) with public responsibilities? We formally request, under the Freedom of Information Act, minutes of all KSDL meetings between December 2003 and December 2004, inclusive?
The minutes of the board of directors of KSDL are published only among board members and other officials of the company. The Freedom Of Information Act 2000 relates to information held by public authorities. KSDL is not a public authority covered by the act and this information is not to be published beyond its present circulation.
Update 12th March 2009
Ken Davy, HTFC Shares & KSDL
HTSA have sent the following to Ken Gillespie who is the Secretary for KSDL:
Dear Sir,
In your role as Secretary for Kirklees Stadium Development Limited, we would be grateful if you could also please forward this email onto all the other directors of KSDL.
Please confirm when you have done this and to whom you have sent my email.
As a matter of courtesy, please be aware that a copy of this email has also been sent to Huddersfield Town.
We await the considered response to our questions from all the directors of KSDL, including yourself.
In 2003 when Huddersfield Town FC was in administration, its supporters raised some £120,000, of which £60,000 was used to maintain the club’s existence by helping to cover the cost of administration. In exiting administration the sitting judge stated that it was the supporters of the club that were its most prized asset. With this in mind various Huddersfield Town supporters groups have tried to keep an active eye on the financial side of HTAFC and at times have asked appropriate and relevant questions of those who run the club.Some of those questions were thankfully answered and allayed some of the fears supporters had. Other answers, however, led to further questions and some of those answers contradicted previous responses.
Questions of KSDL, and the stadium shares in particular, are at the forefront of supporters' minds.Ken Davy, when he took over ownership of the club, stated that the shareholdings in the stadium company - 40% Town, 40% Kirklees Council and 20% rugby league club - would remain unaltered.
In 2005 a lack of communication between Ken Davy and the supporters, plus the announcement of some startling financial figures, led some supporters to start questioning once again what was occurring with our football club.
It was discovered that the football club's shares in KSDL had been transferred to a holding company in 2003 by Ken Davy. His response was "with KSDL’s debts of £8m, I sought to protect Town from these debts" and he added "the finances of KSDL are far from robust". The message from those in charge seemed to be that HTAFC and The Giants should be distanced from KSDL because of its financial vulnerability.
As you may be aware Huddersfield Town will soon welcome a new chairman (Dean Hoyle). It is our understanding, and hope, that Dean Hoyle would be happy to take this financial vulnerability on board and keep intact the original partnership agreement and the goodwill that went with it.
On behalf of Huddersfield Town Supporters Association, and the supporters of Huddersfield Town in general, we feel that it is now appropriate to ask you to address the following issues and we welcome your considered response:
1) When Dean Hoyle is chairman of HTAFC, how can the football club be adequately represented on the board of KSDL, given that four of the present directors are drawn from Huddersfield Sporting Pride, which is technically KSDL’s parent company, and HTAFC are not part of either company?
2) When Ken Davy moved Huddersfield Town's 40% share to protect them from KSDL's debts, who became responsible for these debts?
3) If the Joint Venture agreement is (as stated) 'set in stone', and HTAFC were in danger of losing its 40% shares and the right to play in the stadium if certain debts weren't renegotiated after administration, how can it be possible for an individual to merely move the shares to avoid further debt?
4) KSDL's role is to manage, maintain and procure the stadium on behalf of its partners. The Galpharm Stadium was originally built with Huddersfield Town, the Giants and Kirklees Council in mind, and community spirit was always at the forefront of the initiative and this is still being emphasised, e.g. the planning application for the HDOne project.
With HTAFC not being part of Huddersfield Sporting Pride, and in May consigned to being merely a tenant in the whole scenario, can this still be the case?5) The whole of the Stadium site is the subject of a 150 year lease from Kirklees Council, which KSDL will seek to convert to freehold once the scheme progresses. This can be found on Page 11 of the planning document for HDOne at:
http://www.kirklees.gov.uk/business/planning/Scanned_Applications/Applications%202008/92864/2008_92864_T06_0004.pdf
Why will you seek to do this, and how will Huddersfield Town benefit if you do?6) In 2003, supporters were led to believe that the stadium shares being valued at £2 was with a view to them being part and parcel of the football club, and to reduce the financial impact on the incoming consortium, so that the football club would benefit.
If this was not the case, and considering that the 2003 accounts for Huddersfield Sporting Pride show KSDL being valued at £15 million, how did the administrator come to this valuation? As co-owners of shares didn't the £2 valuation strike you as odd?7) It may be, of course, that some of the answers to these questions are to be found in the Joint Venture/Shareholders Agreement but this is not in the public domain. Why not?
8) Why aren't any minutes published for an organisation (KSDL) with public responsibilities? We formally request, under the Freedom of Information Act, minutes of all KSDL meetings between December 2002 and December 2004, inclusive?
Marcus Middleton
Chairman
Huddersfield Town Supporters AssociationKen Davy and HTAFC shares: Explained.
As HTSA's Aims & Objectives state:
"To strive for an explanation and possible resolution to the share issue that HTFC supporters are aware of surrounding The Galpharm Stadium or to continue to monitor the same."
Here is a brief explanation of the situation surrounding Ken Davy and his actions while acting as chairman of Huddersfield Town:
Davy (with the backing of the council because unlike the existing bid, his bid had HTFC repaying debts to them that were to have been wiped off in admin) took over HTFC and with it the clubs 40% share of the stadium company, KSDL.
At the time he publically stated the makeup of KSDL ( 40% Town, 40% KMC and 20% Giants) would not change.
Literally days later he transferred Town's 40% into his holding company Huddersfield Rugby League football Club Ltd. This was not publicised.
He changed the name HRLFC Ltd to Huddersfield Sporting Pride Ltd, selling it as some kind of umbrella company for both Town and the Giants. Town weren't in fact any part of and had no assets in this company.
The transfer wasn't discovered for 15 months.
When confronted with the transfer, he (rather begrudgingly) gave the reason that this was done to protect HTFC from KSDL's debt liabilities.
Seemingly forgetting that KSDL is a rather healthy business that makes a very sizable profit every year AND that around the time of the transfer he had also publicly said that 'all the doubts hanging over KSDL had been removed', when KMC took almost half the then £7m debt liabilities away from the company.
When asked when and under what circumstances the shares would be returned ,he chose to describe those asking as myopic, bigotted troublemakers of the worst kind and tried to get the police to stop them informing the wider fanbase of the fact Town had had their assets stripped from them.
After being repeatedly asked and asked again, he finally said there were NO circumstances where the shares would be returned to HTFC. An admission that flew in the face of the reason he claimed the shares were removed, and confirmed many fans fears about his motives for taking over the club and his desire to ever put the club's interests before his own financial gain.
Plans are unveiled of huge development of KSDL property with the HDone project. Perhaps a more plausible reason why Davy took Town's assets in KSDL away from the club.
In the foreseeable future-
Town continue to be hamstrung financially by the stadium the club wholly developed and largely financed, never recouping any of the vast amounts of money the club has put into it since well before it was built right up to today. HTFC will continue to pay a large amount in basic rent (about £800k pa currently) and on top of that will also lose all catering and ground sponsorship revenue to KSDL as well ( catering revenue is around £500k pa going by Bradford's deal with the same firm).
The club will also be charged by Davy when using any KSDL facility on top of normal matchday use, such as taking a suit for the POTY evening etc).
If you want a grim example of the financial noose Davy has placed around the club's neck then season 2005/06 is a great example.
That year Town averaged 13000 fans in the 3rd division. Had all but paid off existing debts to former players. We had the cash bonanzas of a cup game on TV, a cup game at Chelsea, a 100k sell on clause when Stead went to Sunderland and lucrative play-offs against Barnsley.
The recommended % of turnover payable to players is 60%. That year Town only paid 29%.
Yet despite all these things, the club only just broke even!
IF the shares were recovered then:
Any investment in the stadium, such as the scoreboard or new pitch, would be financed , as it was, by KSDL not the clubs. Don't forget KSDL is a company that makes a very healthy year on year operating profit.
What would change is that we would go back to the original business plan for the stadium and Town would eventually be rewarded for all the vast INVESTMENT the club has put into the stadium over the past 15 or so years.
The original plan was that eventually, when KSDLs debts are repaid, the ongoing profits that KSDL make ( from the sporting clubs, sponsorships, rent from the cinema,bars, golf range, catering contracts, corporate days, other events etc) would be paid out in dividends to its shareholders, of which HTFC would receive 40%.
This 40% would pretty much offset the amount the club pays to use the stadium, meaning the club has little or no costs, maybe even make a profit. Money that can then be invested in the team instead.
Where we are now is that HTFC's 40% dividends will go to Ken Davy and after his death, to his family ad infinitum. The club will continue to finance KSDL to the tune of roughly £1.4m a year through rent and loss of catering income etc, and will never receive a penny from the stadium, despite mainly financing it from day 1.
Don;'t forget, despite being mere tenants now, we are still lumbered with repaying a large share of the separate debt on top of the rent taken for the FM stand. ie- paying for a stand we don't own any of.
If Huddersfield Town and Dean Hoyle cannot recover the shares, then Huddersfield Town could be in dire financial trouble.
Thanks to Captain Slapper for the explanation.
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