September 19th 2023
Following our meeting with the Club on Friday 15th September 2023 and today’s release of the minutes, we (the Trust Board) are taking this opportunity to comment on recent events.
Firstly, we can confirm that the minutes released today were shared with us in advance and are a fair reflection of what was a robust and frank exchange between the parties present.
For some years, the Trust had been concerned about the risk of the debentures to the football club. Originally introduced by Andrew Black, whoever owned the debentures could have put the club into insolvency or administration with virtually no warning, unless the debt was immediately repaid once triggered. During the process of purchasing the County Ground from Swindon Borough Council, the Trust team were aware that the debentures remained in existence and had passed into the hands of unknown parties. However, until recently we believed the repayment obligation had not been triggered.
Recognising the risk which existed, we were aware that the Club were actively working on identifying the debenture holders in an attempt to purchase them and consolidate the debt under Clem Morfuni. Along with many others, we welcomed the news in October 2022 that the debentures had been satisfied and that the ability for a third-party to call-in a significant debt over the Club had been removed.
Although we had our suspicions as to who had been holding the debentures, this was not confirmed by the Club, nor were we advised that the holders had threatened to call-in the debt as part of the transaction. We now believe that the obligation to repay the debt had been triggered by the previous owners of the Club and/or by essential recovery actions taken by Clem to stabilise the Club after the acquisition and that the debenture holders gave Clem an ultimatum that if the debt was not paid immediately the debentures would be enforced. This could have resulted in putting the club into administration with no warning.
Clem’s actions in buying the club without visibility of whether the debentures had been triggered and then settling the debenture to avoid administration at short notice, were significant commitments to securing the future of the Club – something we should all be thankful for. The Trust’s own lawyers had confirmed that it was critical to remove the debentures for the long-term safety of the club.
However, as Clem has admitted himself, mistakes were made in failing to tell supporters that there were share transfers as part of those arrangements and what followed was far from the “open and transparent” approach which he had promised when he acquired the Club.
We have shared our frustration and disappointment with Clem that given how closely we were working together at the time to complete the County Ground purchase that he never disclosed how shares in the Club had been used to secure funds to settle the debentures. Given the timescales, it would have been unlikely that we (or any other supporter group) could have raised the necessary funds in time, but this does not excuse what followed.
The release of the Confirmation Statement on 16th August 2023 was the first indication that shares in the Club had been transferred to others. That evening, the Club’s CEO made a statement to the Fan’s Forum which within 24 hours was found to be false. This started a chain-reaction of questions, statements and meetings which could have all been avoided.
Regardless of whether the CEO is Rob Angus or Anthony Hall, supporters have a right to have trust in the leadership figures at the Club. Undermining the CEO and putting him in the position which he found himself was unacceptable and must never be repeated. Nor must supporters be misled with false statements, whatever the reason.
Clem has confirmed to us that Hollie Kiely and Bethany Parladorio own 17% and 5% respectively of shares in the holding company of the Club as of 15th September 2023. We have been told that these shareholdings have now been reported in accordance with EFL Regulations and as Kiely owns more than 10% of the Club, this is considered a Significant Interest and has been added to the appropriate page of the Club website. Hollie Kiely holds shares on behalf of Chris Kiely and we understand that Bethany Parladorio holds shares on behalf of Eddie Parladorio.
Clem has told us that he is actively working on recovering these shares by paying back the borrowed funds but was unwilling to commit to a timeframe.
The Trust continue to aspire for supporters to share in the ownership of our Club, either directly or via supporter groups. Until that happens, our preference is that all shares remain with a single party. Whilst the current situation is far from ideal, the relatively small shareholdings involved prevent either Kiely or Parladorio from controlling or influencing decisions taken by the Club.
For some time, we have been aware of rumours surrounding the possible involvement of others in relation to the ownership of the Club. Given the lack of evidence supporting such claims, we would not ordinarily engage in such speculation, but following recent events we have directly asked Clem whether he owns the Club on behalf of others (including Michael Standing). Clem has strenuously denied this and repeated that he is the true owner of the shares held by him. We have seen no evidence to suggest that his statement is untrue.
There is now greater clarity regarding recent off-field events, but the Trust will monitor the situation and where appropriate, challenge Clem for further information and demand explanation. Clem has committed to engage with supporters and we welcome this week’s joint Official Supporters Club and Sir Tom Broadbent Lounge event where questions can be put directly to him.
The Trust will continue to hold the Club to account by working with them in a collaborative fashion as a critical friend. We will achieve far more by working together with the Club inside the building than from looking in from the outside. An example of this is Friday’s agreement to allow a representative from the Trust Board to review the financial records and accounts of the Club, something which goes above that previously agreed and probably unheard of at other Clubs.
On the pitch, it has been a great start to the season and we are seeing what could become an equally great team. Let’s hope our unbeaten record continues next weekend as we head north to Morecambe.
In the meantime, we encourage Clem to engage with the supporter base and start to rebuild trust and transparency with those who have found the events of the last few weeks disconcerting.
TrustSTFC Board