Sons' sorrow

[cremola foam]

34 minutes ago, Silverton End said:

Great post @BallochSonsFan 

Thanks 

Yep, very clear.

[The Moonster]

32 minutes ago, O'Kelly Isley III said:

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

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

 

We can talk about McKays decisions in relation the football matters and assert with some confidence that he is out of his depth, but this "put your fingers in your ears and sing la la la" approach to existential matters relating the football club is unforgivable. He really should be the first guy to walk this summer and I feel the two posts from yourself and BSF need a much wider audience - I don't think enough people realise the seriousness of what is going on. 

[Guest]

6 minutes ago, Sons fan 1872 said:

Does anyone have any inkling about the 2 pre contract players? Also will never happen but would love us to offer Bobby linn something? 

I would love to have Bobby Linn at the rock…if Farrell wasn’t in charge. 
 

otherwise he would be a completely wasted talent and we wouldnt see anything at all from him. We’d likely sign him then make his job harder by making the pitch narrower again

[THE CHOSEN SON]

59 minutes ago, Sons fan 1872 said:

Does anyone have any inkling about the 2 pre contract players? Also will never happen but would love us to offer Bobby linn something? 

No names but rumours of a CB

[C'mon_the_Sons]

2 minutes ago, THE CHOSEN SON said:

No names but rumours of a CB

Not Peter Grant?  

[Silverton End]

6 hours ago, Sweet Pete said:

I'm torn here. It's either a perfect example of the "this is fine" meme, or it's a perfect example of the "comical Ali" meme.

 

[THE CHOSEN SON]

2 hours ago, O'Kelly Isley III said:

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

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

 

That last part is really grim reading. 

Not part of the remit, or can’t be arsed making it a part of the remit? I’m glad there’s people like yourself who are clued up and engaged with all the shenanigans going on at the club at the minute, thank you for sharing info with us here.

I hope to god our new trust rep is able to hold the current board and owners accountable for what’s going on - we can’t afford to let cognitive (or whatever name they want to call themselves) pull the wool over our eyes. The football related stuff is bad, but off-field is the bigger threat.

[O'Kelly Isley III]

26 minutes ago, THE CHOSEN SON said:

That last part is really grim reading. 

Not part of the remit, or can’t be arsed making it a part of the remit? I’m glad there’s people like yourself who are clued up and engaged with all the shenanigans going on at the club at the minute, thank you for sharing info with us here.

I hope to god our new trust rep is able to hold the current board and owners accountable for what’s going on - we can’t afford to let cognitive (or whatever name they want to call themselves) pull the wool over our eyes. The football related stuff is bad, but off-field is the bigger threat.

In a more favourable ownership climate at DFC neither BSF or myself would feel the need to post anything other than football related stuff on here, but that would be doing the reality of the situation a disservice.

And I think it's important to remember that in the period following the Cognitive Capital purchase  of the club that the then Chairman, the Company Secretary and two Associate Directors were sufficiently engaged with the practices of the new ownership that they resigned en masse.  Significantly, other than the appointment of an existing Director as Chairman there was no replenishment of these posts, and the club has been operating without a qualified Company Secretary in the intervening period.

The net effect was to reduce the DFC Board to only three Directors one of whom was a Trust nominee, and given all that it takes to operate a professional football club, it was maybe more understandable that the new Chairman wished to concentrate on football-related matters.  And in fairness there was ready access for the Trust to the de facto 'owner' Mr Henning Kristoffersen, who to our surprise during two Zoom conversations referred any pointed enquiry on club ownership or future direction to a third party based in England.  Apologies, but the name will come back to me.

So it's all a bit unconventional, and at times it's hard to keep up with the blizzard of changes on Companies House.  The club currently has two Directors on the DFC Board pending the election of a replacement Trust Director, and it remains to be seen whether the majority shareholder will encourage or welcome any additional personnel in the Boardroom.  Meantime, third-placed Annan Athletic look well-placed to win promotion to League One. 

[Skyline Drifter]

7 hours ago, BallochSonsFan said:

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

Apologies in advance for nit picking in an otherwise excellent summary but the part I've quoted just isnt true. 20 years ago it was true but it hasnt been for years now. There is no requirement now for any company to have a Company Secretary and its perfectly legal to have a sole director with no Secretary. There are literally tens of thousands, perhaps even hundreds of thousands, of companies with sole directors and no Secretary incorporated in the last decade or so. Mostly IR35 type owner managed sub contractor types.

[lorenzo71]

17 hours ago, BallochSonsFan said:

No.

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

Company number 09567426

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

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

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

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

Andy Hosie is the majority shareholder in Cognitive Capital.

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

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

*section edited - requirement removed around 2015*

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

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

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

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

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

Why is this important?

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

A combination of Cognitive Capital and More Homes DFC.

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

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

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

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

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

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

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

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

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

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

Thanks for that ..really indepth.

So i will put this out there without any intention to offend anyone but it is a reality that DFC are reliant on Andrew Hosie.I do not want to be morbid but If he were to pass on would it be the case that his shares would be taken by the government and sold for their actual value or for a reduced rate?

It seems we are in a fragile state with effectively a company with no directors running us.

[FifeSons]

Andrew Hosie is a very honourable man. He has a Cambridge degree, remember.

Edited May 18, 2023 by FifeSons

[BallochSonsFan]

14 minutes ago, lorenzo71 said:

Thanks for that ..really indepth.

So i will put this out there without any intention to offend anyone but it is a reality that DFC are reliant on Andrew Hosie.I do not want to be morbid but If he were to pass on would it be the case that his shares would be taken by the government and sold for their actual value or for a reduced rate?

It seems we are in a fragile state with effectively a company with no directors running us.

Cognitive don't run Dumbarton directly. They own the majority shareholding in Dumbarton, but they don't directly run us. Indirectly they put pressure on the club board and its no coincidence that several club board members quit due to concerns over Cognitive and its behaviour towards the club. Without having any directors currently, Cognitive aren't really in any state to dictate to the club board, but I suspect thats something that Hosie will rectify if he wants to avoid having the company struck off. Hosie can't be a director of Cognitive as he's still serving a lengthy ban. He's tried to get round this in the past by acting as a "consultant" to both Brabco and then to Cognitive.

Were Andy Hosie to be hit by a bus tomorrow then the treatment of his shares in Cognitive would be determined by whatever was in his will or whatever was determined if he died intestate and whatever shareholder agreements were in place when he took ownership of his shares.

[Frank Quitely]

35 minutes ago, FifeSons said:

Andrew Hosie is a very honourable man. He has a Cambridge degree, remember.

Here's the full article that quote came from:-

https://www.dailyrecord.co.uk/news/local-news/dumbarton-director-reassures-fans-following-24569218

With Kristoffersen supposedly now off the scene that last paragrah can be discounted.

[FifeSons]

https://www.thebusinessdesk.com/northwest/news/742509-director-in-7m-betting-scam-banned-for-12-years

[Silverton End]

28 minutes ago, FifeSons said:

https://www.thebusinessdesk.com/northwest/news/742509-director-in-7m-betting-scam-banned-for-12-years

I'm still trying to peel the BetButler logo off my 2012 home shirt.

[microdave]

I recently had someone dm me on twitter about Hosie and moreroom, in particular, taking money and doing no work. 

[O'Kelly Isley III]

3 hours ago, microdave said:

I recently had someone dm me on twitter about Hosie and moreroom, in particular, taking money and doing no work. 

Ah yes, this was an interesting one, and the pictures in the screenshot show what the website did look like before it turned into this:-

https://s10.icaal.co.uk/

I'm guessing something has happened, ie the company has tanked or whatever, and it always fascinated me that for a business in the home improvements game the original website featured not one customer review, TrustPilot rating or testimonial - not even from a West Ham fan.

Even more strange is the coincidence in the Manchester address being one and the same as Four Architects Limited.  Take a look at their website and see if you recognise any names. 

I reckon that £35K sponsorship of DFC ain't appearing any time soon.  And the guy in the quote above isn't wrong.

[microdave]

1 hour ago, O'Kelly Isley III said:

Ah yes, this was an interesting one, and the pictures in the screenshot show what the website did look like before it turned into this:-

https://s10.icaal.co.uk/

I'm guessing something has happened, ie the company has tanked or whatever, and it always fascinated me that for a business in the home improvements game the original website featured not one customer review, TrustPilot rating or testimonial - not even from a West Ham fan.

Even more strange is the coincidence in the Manchester address being one and the same as Four Architects Limited.  Take a look at their website and see if you recognise any names. 

I reckon that £35K sponsorship of DFC ain't appearing any time soon.  And the guy in the quote above isn't wrong.

Companies house showing a compulsory strike off coming next week for moreroom extensions.

I'd long given up on the club receiving any of the sponsorship money from them.

[Sweet Pete]

6 hours ago, FifeSons said:

https://www.thebusinessdesk.com/northwest/news/742509-director-in-7m-betting-scam-banned-for-12-years

That money was just resting in his account.

[FifeSons]

Some comeback from Sheff Wed here. Shame we didn’t have this for inspiration going into the second leg.