Debenture Update – TrustSTFC

Debenture Update

TrustSTFC and its legal adviser met this week with Clem Morfuni, Anthony Hall, and their legal adviser specifically to discuss the funding of STFC and the debenture issued in March 2026.

It was a frank and constructive meeting.

We were advised that in the past week, a £1.4m security (loan) owed by the Club to an undisclosed third-party in relation to the repayment of the previous £2.8m debenture in 2022 had been repaid in full. The funding for this payment came from Sixa Mechanical Pty Ltd, part of the Axis group of companies. As part of the transaction, a second new debenture securing the £1.4m has been entered into between the Club and Sixa Mechanical Pty Ltd last week.

Clem confirmed that all debt in STFC is now owed to either himself personally or one of his Axis group companies. He also confirmed that he wholly owns those companies, and that he intends to continue to fund STFC through those companies or other companies in the Axis group which he also wholly owns.

Clem advised that over time he intends to secure all debt through debentures issued by STFC to the relevant Axis companies. At present, that is covered by the two debentures which have been issued. The second debenture has recently been filed at Companies House and will be published soon.

A debenture is similar to a mortgage. When you borrow money from a bank or building society for a property, they put a charge over that property, so if the debt is not repaid, the bank can take control, sell it, and settle the debt. A debenture is just a commercial version of that.

On behalf of supporters, TrustSTFC objects in principle to ownership loans being secured by debentures but recognises that owners lending funds to their football club commonly use debentures to secure that debt as good business practice.

Following lengthy discussion, the following actions were agreed to mitigate TrustSTFC’s
concerns about existing and future debentures:

  • First, the debentures will be amended to exclude STFC’s shares in The County Ground
    Stadium Custodians Limited, the joint venture between STFC and TrustSTFC, which
    owns the County Ground.
  • Secondly, STFC’s lease of the County Ground will be excluded from the debentures.
  • Thirdly, the debentures will be amended so they can be owned only by entities 100%
    owned by Clem (or any future owner of STFC in the event the club is sold). This is
    intended to avoid the debentures being sold in future to a non-owner, which became a
    serious issue with historic debentures which Clem extinguished in 2022.

We have requested various written confirmations/evidence that the above actions are
implemented and the Club have committed to do so by the end of May 2026. TrustSTFC will report to members when these steps have been completed and will provide further
commentary in due course.