George Rolls At Kettering: Advisor Or Shadow Director?
In the end, Kettering Town’s wretched season ended with a whimper rather than a bang. They finished the season with just thirty points, rooted to the bottom of the Blue Square Bet Premier, and under the same ownership with which they began the season – albeit under the apparent control of a new “acting chairman” – and with the future of the club hanging in the balance to the same extent as it has been for much of the last nine months. Yet the summer months can bring shark-infested waters for football clubs that have been flying by the seat of their pants throughout the season. Season ticket sales may provide some liquidity and many part-time clubs will at least have the relative breathing space of not having to pay any wages for a few weeks. Some financial liabilities, however, remain ongoing all year round and if season ticket sales prove sluggish, a critical source of income may be lost for another year.
Much of this may be playing on the mind of George Rolls this week. Rolls is always careful with his words. As recently as the middle of February, he was telling the Dorset Echo that those concerned that he was set to leave Weymouth FC that “Unfortunately, some people make things up and put two and two together and don’t always come up with four”, the implication being that he was having a “having chit-chat to try and help other clubs out” and no more. Within three weeks of this, though, it was being reported that the Kettering Town Supporters Trust was already stating that Rolls had been (in the words of the BBC) “handed control of the club”, and at the end of March Rolls paid off the £42,000 that been the subject of a winding up order brought against the club by HMRC. Within two weeks of this, his take-over of the club was being described as “imminent”, although this, so far as anyone is aware, has yet to be confirmed.
Rolls has offered the supporters trust a twenty-four per cent stake in the club, and the trust has recommended to its members that this be accepted, and talks are set to begin between the trust and Rolls over how to get the club through the summer months, but one comment straight from this particular horse’s mouth this week really did stand out: “The threat of going into administration is very real. If the club needs to go into an act of insolvency than so be it.” This should be of particular interest to supporters of the club because it is only just over two years since Rolls took Weymouth into a CVA, with debts of £900,000 being reduced to around £80,000. Interestingly, the representative for “a group of creditors owed around £200,000″ quoted in the BBC article from March 2010 which confirmed the creditors’ agreement to this CVA was one Steve Beasant, who would resurface at Rushden & Diamonds as its Chief Executive in time for that club to be expelled from the Football Conference and subsequently fold. Upon the closure of Rushden & Diamonds, of course, Kettering Town moved into the suddenly-vacant Nene Park, the former home of the Diamonds.
So, where does this leave Kettering Town, then? Well, with Rolls having stated that the club has only sold seventy-four season tickets for next season so far, we could surmise that the club is up a rope without a paddle. But how realistic is that CVA looking for Kettering Town? For a possible answer to this, we may have to refer back to the FA’s Fit & Proper Person Test. This test defines, amongst its list of “Insolvency Events”, the following:
A football club enters into any arrangement with a majority in value of its creditors in respect of the payment of its debts or any of them as a Company Voluntary Arrangement (under the Insolvency Act 1986, the Insolvency Act 2000 or the Enterprise Act 2000) or a Scheme of Arrangement (under the Companies Act 1985).
As is reasonably common knowledge, any director who is involved in two or more insolvency events fails the Fit & Proper Person test and cannot act as the director of a football club. As such, we might consider George Rolls to be at the point of giving up his right to be able to act as the director of a football club, but the truth of the matter is that George Rolls is not listed at present with Companies House as a director of Kettering Town Football Club yet. The FA, of course, has a detailed definition of what does and doesn’t constitute a director:
“Director” means in respect of any Club, any individual person operating the powers that
are usually associated with the powers of a director of a company incorporated under the
Companies Act (as a company limited by shares or by guarantee) including, but not limited
(a) a person exercising direct or indirect control over a corporate director of the Club;
(b) a person registered as a director or secretary of the Club with the Registrar of Companies;
(c) a person for whom a Form 288(a) (to be filed with the Registrar of Companies) has been completed in relation to the Club;
(d) a person who has been elected to become a director of the Club at a meeting of the board of directors of the Club;
(e) a person who has been elected to become a director of the Club at a meeting of the members of the Club;
(f) a person in accordance with whose directions or instructions the persons constituting the management of the Club are accustomed to act; or
(g) a person who exercises or is able to exercise direct or indirect control over the affairs of the Club. For the purposes of this definition, a person shall be regarded as being able to exercise direct or indirect control over the affairs of the Club in particular but without prejudice to the generality of the preceding words if that person owns or is entitled to
acquire 30% or more of the share capital or issued share capital of the Club or the voting power in the Club.
There shall be excluded from the definition of Director any legal or professional advisers acting in their legal or professional capacity without any interest (in excess of a 5% shareholding) in the Club other than as its advisers.
So, where does that leave us? Well, Kettering Town Management Ltd only has one director, but there can be little question that, even though he may claim to only be an advisor – “having chit-chat to try and help other clubs out” – he is acting in the way that a director would. He has paid off £42,000 of the clubs debts and has been interviewing for the vacant manager’s position at the club. He may well claim that he is merely “acting in their legal or professional capacity”, but recent events seem to fit the definition of being a “shadow” or “de facto” director more closely. It may be down to the FA to make a decision over which they consider him to be, and whether the restrictions placed on directors under the Fit & Proper Persons Test. In the mean-time, Rolls has set a target of 300 season ticket sales if the club is to avoid administration. He was one quarter of the way there at the start of today.
The supporters trust is set to recommend to its membership that it accepts the twenty-four per cent stake that Rolls is offering them in the club, but if it does enter into administration then the decision over who any new owner of the club should be will be taken out of his hands. It will be the decision of the administrator and the administrator alone. Should the club not enter into administration, then Rolls will presumably complete a take-over of the club, but this would surely only leaves only leave Kettering Towns short-term future secured. They will remain at Nene Park in Irthlingborough, eight miles from the town of Kettering, with no plans in place to return to the town. Until that issue is resolved for certain, any salvation for Kettering Town FC seems unlikely to be much more than the application of yet more sticking plasters.
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