Pride of Anglia - Ipswich Town Football Club
since 1878
ITFC Co. Ltd., the plc and the Marcus Evans Group
Following the incorporation of Ipswich Town Football Club Company Limited in 1936 - as the club turned professional - all was pretty quite - in terms of the clubs organisation - until the new millennium, when things changed quite rapidly. First the club restructured itself to enable the issue of £25 million in loan notes and, following a period of administration - as a result of relegation from the Premiership, a bottoming out of the player transfer market and the collapse of ITV Digital - the "takeover" by the newly formed Ipswich Town plc offered Town supporters the chance to "own a bit of ITFC" while raising much needed funds as the club sought to solve all it's financial woes with a hasty return to England's top flight. That plan failed to reach fruition and in December 2007, 87.5% of the club was sold to the Marcus Evans Group.
Here we attempt to make some sense of the changes to the structure of club, in business terms, over the past seven years…
1936-2002
ITFC Co Ltd was incorporated in 19th June 1936 and wholly owns:
Ipswich Town Stadium Company Limited (incorporated 1st March 2001)
Ipswich Town Finance Company Limited (incorporated 27th April 2001)
Ipswich Town Property Company Limited (incorporated 5th March 2002)
We believe that the Stadium and Finance companies were formed - in 2001 - as a way of keeping the clubs various revenue streams (TV, ticketing, etc) separate now that they had all the Premier League SKY TV millions coming in, and also to enable the Club to issue £25 million in loan notes.
Why the property company was started the following year we don't know.
2003
The Club went into administration in February 2003, the CVA was agreed in May 2003 and the Club then came out of administration.
Ipswich Town plc - the company that supporters were later encouraged to buy shares in - was incorporated on 9th June 2003.
On 22nd August 2003 Ipswich Town plc made a takeover offer to shareholders of ITFC Co Ltd.
On 25th September 2003, after acceptance by the required majority, the ITFC Co Ltd Directors accepted the offer on behalf of "all" shareholders, even the dissenting ones.
As a result, from 26th September 2003, Ipswich Town plc wholly owned ITFC Co Ltd, which in turn wholly owned the three other companies listed above. Taken as a whole, these five companies are known as "ITFC Group" or, in the local context simply, "The Group".
2004
In 2004 there was a share offer in Ipswich Town plc. Many supporters bought into this offer and so could rightfully claim that they owned a share, although they owned a share in Ipswich Town plc (which in turn owned ITFC Co Ltd). Whether that counts as a share in the Club, or is just, in fact, a share of a company that owns the Club, is perhaps just splitting hairs.
2007
In December 2007 a majority of shareholders in Ipswich Town plc (about 98% we believe) voted in favour of a resolution to sell 87.5% of ITFC Co Ltd to the Marcus Evans Group (MEG). Thus Ipswich Town plc still exists, but only owns 12.5% of ITFC Co Ltd (which itself wholly owns the other Ipswich Town companies). Thus the business of Ipswich Town plc has become drastically curtailed and, as MEG has a sizable majority, its decisions hold sway and Ipswich Town plc is effectively a powerless partner.
A few details from Companies House
IPSWICH TOWN FOOTBALL CLUB COMPANY LIMITED
PORTMAN ROAD
IPSWICH IP1 2DA
Company No. 00315421
Date of Incorporation: 19/06/1936
IPSWICH TOWN STADIUM COMPANY LIMITED
PORTMAN ROAD
IPSWICH IP1 2DA
Company No. 04170530
Date of Incorporation: 01/03/2001
IPSWICH TOWN FINANCE COMPANY LIMITED
PORTMAN ROAD
IPSWICH IP1 2DA
Company No. 04207245
Date of Incorporation: 27/04/2001
IPSWICH TOWN PROPERTY COMPANY LIMITED
IPSWICH TOWN FOOTBALL CLUB
PORTMAN ROAD
IPSWICH SUFFOLK IP1 2DA
Company No. 04387034
Date of Incorporation: 05/03/2002
IPSWICH TOWN PLC
PORTMAN ROAD
IPSWICH IP1 2DA
Company No. 04792070
Date of Incorporation: 09/06/2003
Additional details from the 2003 ITFC "Own a bit of ITFC" Share prospectus
(p.14)
10th February 2003,ITFC Co Ltd went into administration after the ITFC Board were granted an Administration Order by the High Court.
10th April 2003, a Company Voluntary Agreement (CVA) was sent to creditors and shareholders.
2nd May 2003, the CVA was approved.
30th May 2003, ITFC Co Ltd came out of Administration, and the Club's business was returned to the ITFC Board.
9th June 2003 Ipswich Town plc was incorporated (i.e. came into being). For initial board members, see below.
(p.15)
22nd August 2003, Ipswich Town plc made a takeover offer to shareholders of ITFC Co Ltd.
26th September 2003, ITFC Directors formally accepted takeover offer on behalf of all ITFC shareholders. ITFC became a wholly-owned subsidiary of Ipswich Town plc. All 33,257 Ordinary Shares in Ipswich Town Football Club Company Limited now owned by Ipswich Town plc.
19th November 2003, Ipswich Town plc Share Prospectus distributed.
19th January 2004, Public Share Offer closed.
(pp.19-20)
Ipswich Town plc board members at the time of the prospectus being issued on 19th November 2003:
David Sheepshanks (Chairman - Executive)
Derek Bowden (Chief Executive)
John Kerr (non-executive)
Richard Moore (non-executive)
Philip Hope-Cobbold (non-executive)
Roger Finbow (non-executive)
Kevin Beeston (non-executive) - joined September 2003
The prospectus states that all bar Kevin Beeston have previously been Directors of ITFC Co Ltd.
(p.65)
Ipswich Town Stadium Company Limited and Ipswich Town Finance Company Limited were established to enable the Group to issue £25 million of loan notes.
(p.67)
Ipswich Town Football Club Company Limited also wholly owns:
Ipswich Town Stadium Company Limited (nature of business: provision
of stadium facilities)
Ipswich Town Finance Company Limited (nature of business: Issuer of Norwich
Union Bonds)
Ipswich Town Property Company Limited (nature of business: property holding
company)
More Notes
The name of the plc is Ipswich Town plc, not Ipswich Town Football Club plc or ITFC plc. An important distinction that helps when reading the group accounts (and the 2003 share prospectus), as any reference to ITFC refers to the Football Club (i.e. Ipswich Town Football Club Company Limited, incorporated in 1936), and reference to "the plc Board", "IT plc" and "Ipswich Town plc" all refer to the 2003 company.
Not mentioned before is The Ipswich Town Football Club Education and Sports Trust Company Limited, a charity, which commenced trading on 1st July 2004, following the transfer of assets of the Ipswich Town Community Project. Around the end of 2004, it changed it's name to "Ipswich Town Community Trust" (p.31, Ipswich Town plc Report & Accounts 2005). This company, like the Stadium Company, Finance Company and Property Company, are (or at least were, in September 2005) all 100% owned by ITFC Co Ltd.
One thing we haven't been able to ascertain is when the Club exited the CVA. p26 of the 2005 Accounts reiterates what we has been described above:
"On 10th February 2003 Ipswich Town Football Club Company Limited ("ITFC") was granted an Administration Order by the High Court leading to the appointment of Administrators. The Administration Order allowed ITFC to retain its Football League status, to continue trading and prepare a company voluntary arrangement (CVA). On 2nd May 2003 ITFC's creditors and members approved a CVA whereby debts due to creditors were rescheduled.
"Under the arrangement preferential creditors were to receive 50% of the amounts owed: 20% was paid in September 2003 and 10% in September 2004, with further payments of 10% due in each of the following two years. Further sums would be payable should ITFC achieve promotion. Unsecured creditors were to receive 5% of the amounts owed. This was paid in September 2003. Again further sums would be payable should ITFC achieve promotion. Upon receipt by a participating creditor of a final dividend under the CVA, ITFC will be released and discharged from all liabilities to the creditor in respect of amounts due at 10th February 2003.
"In the year ended 30th June 2004 further write offs and costs relating to the period of administration, including professional fees, arose totalling a net £486,000. In the year to end 30th June 2005 there were no further costs arising from the period of administration."
From reading the above it sounds as though ITFC may have been released from the CVA after the final payment to creditors, which may well have been after the final 10% was paid, sometime in 2006.
As an aside, the term "Administration" means that control is taken away from the Board, so from February 2003 until May 2003 the Board had to sit back and watch as the Administrators came in and ran the show.
Addendum (15-08-2009)
It looks as though there were (at least) two debentures, the second one being in November 1954, when Ipswich asked for loans in return for regular interest payments. We believe that the first debenture was shortly after WWII, but haven't found proof of that just yet, and we don't know if there were any subsequent ones. Interest was at something like 4.5%, paid twice annually, and many payments were in pennies, but cheques had to be written for each one, and posted. It must have taken David Rose (for it was he) many laborious hours, and cost the Club as much money in time and postage as it was paying out in interest! We understand that the second debenture raised about £6,000 which would have been nice in the mid-fifties, but was tiny compared to the money the Ipswich Town Supporters Association used to plough into the Club.