September 2023 Advisory Board Meeting minutes

Rob Angus left the club on September 15th 2023.

Clem would personally like to thank Rob for all his hard work and dedication that Rob has shown during his time since Clem took over the club in July 2021;

After the debacle of the fans forum on the 16th August 2023 and the statement that Rob was asked to read out, his role certainly became untenable.

Supporters Question:

How does Clem propose to regain trust, when he mislead his Chief executive, The Trust and the fans. Even more disappointing when Clem's mantra has been transparency, transparency.

Why should we believe him in the future?

Response:

The issues surrounding the debentures when Clem purchased the club back in July 2021 were not fully disclosed and Clem was under the understanding that they were worth around £800K, it was also advised that they would not be cashed in anytime soon, in addition to this Clem was told that the club was in £1M worth of debt which wasn’t an issue and Clem Proceeded with the purchase of the Club from Lee Power. However, on gaining ownership and getting further into the detail which Clem was unable to do during the court case it become very clear that the club was in Circa £4.5M of debt with the following unpaid

• HMRC

• Staff

• Creditors

• Kit

The above is not an exhaustive list but does start to indicate some of the issues that needed to be dealt with immediately which Clem did.

In and around September 2022 the Debentures were called in, it also came to light that the debentures had been acquired by Lee Power and Andy Curran from Andrew Black (we believe these were purchased for £1M), Power and Curran called in the debentures,

Clem had 3 days to find £2.95M to clear the debentures or face the reality of placing the club into administration, which Clem did not want to do or see happen.

Clem at the time did not have the liquid assets to cover all the debt and approached two people from Swindon, both persons declined to help. Clem also asked a close associate in Australia who also declined to help. Clem then finally asked Chris Kiely who accepted the offer to help based on having some security to secure the debt against. As Clem has most of his assets in Australia the only option that Clem had was to offer shares on a buy back option to ensure the security and the release of the funds Circa £1.45M.

Clem was advised by his legal team that the significant change of control was 30% with the total security offered being 22% (17% to Hollie Kiely and 5 % to Bethany Parladorio) as Clem had an agreed buy back option he thought there was no need to disclose the share change. Clem has now admitted it is / was a mistake on Clems behalf, but Clem has reiterated this was only done to protect the football club from administration.

The significant control is 10% to which has now been changed on our club website as per the EFL guidelines and requirements.

Clem has apologised to Rob Angus for mis-informing him over the shareholding, Clem has reiterated that apology at the meeting.

I will now break this down:

The issues of the debentures were fully disclosed in the court case between Lee Power and Clem Morfuni, that statement is incorrect. The debentures were aslo advised to be over £2m in the same court case. The fact that the club ownership changed to Clem on 21st July 2021 and this was somewhat 14 months later, the debentures were not cashed in anytime soon as stated by the club. 

In and around September 2022?  There are notes in the July 2022 Advisory Board meeting that the club were aware that internal debts of the debentures relating to 2012 were owed and that Clem was talking to the relevant parties. Clem has never given any proof that Lee Power or Andy Curran owned the debentures and that they paid around £1m for them. There were 4 debentures against the club and the only evidence that I can find in the public domain are the records on Companies House. None of those records show that Lee Power or Andy Curran have anything to do with the debentures, we also have to take into account the information given by the then CEO that the debentures relate back to 2012.

The 4 original debentures and their consequence satisfaction documents from Companies :