Blast from the past

AVV.GIOVANNI DI STEFANO

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Mr. Bob Cooper
Norwich City Football Club Limited
Carrow Road, Norwich
Norfolk, United Kingdom

6th July 2001
Dear Sirs:

NCFC-ACQUISITION OF SHARES FROM CURRENT SHAREHOLDERS

Thank you kindly for your two letters including a letter from Mr. B.J.Skipper copied to the offices of Mr.J. Jones. I had indicated and kindly requested a meeting between MS. Delia Smith and us but you did not consider such appropriate. I also refer to the public comment by Ms. Smith that my offer to acquire shares from entities controlled by Mr. Jones ?was a joke.?

On the 18th June 2001 I duly executed a power of attorney for voting rights on a very limited amount of shares owned by a shareholder residing in the USA. I attach a copy of such for your purposes. I have also reviewed the financial information of your company and carried considerable due diligence. Under normal circumstances facilities would have been made available to me for such by your goodselves, but again no co-operation was received. I have thus relied upon the representations made by the auditors of your company and the financial information both my enquiry agents and I have uncovered.

I would be obliged if you would by return reply to the following information and provide supporting documentation where requested. As holder of power of attorney over shares in the company I am entitled to such information and would be obliged if such were delivered promptly without my having to resort to the unnecessary legal means to compel such:

1 Please confirm the attached list of mortgages on the company is current and if it is not current please provide current details of all mortgages, loans, debentures registered.

2 On 03/07/1995 a mortgage was registered to Anglia Maltings (Holdings) Limited which constitute a fixed charge over 1,899 ordinary shares of ?1 each in R.J.Read (Holdings) Limited. Please explain this transaction and the relationship between the companies. Please confirm that the directors of both Anglia Maltings(Holdings) Limited and R.J.Read (Holdings) Ltd are not common to any on the current board of NCFC Ltd. Please also explain why this has not been shown in the latest accounts of the company filed at Companies House, which constitutes a violation of the Companies Act 1985. Kindly also confirm whether the auditors of the company have reviewed all documents regarding this matter prior to signing the accounts.

3 With regard to the mortgage of 13th December 1996 involving an advance to the company of ?500,000 from BPP Pension Scheme kindly confirm why it was not disclosed on the accounts of the company that such loan attracted interest of base rate plus 4% and secured by premises at Hethersett Lane, Colney being the training ground of NCFC. Please confirm the name and full contact details of the solicitors for BPP Pension Fund and confirm who acted for NCFC Ltd. Kindly state why it is not stated in the explanatory notes of the company that BPP Pension Fund holds various trustees and kindly confirm what role Mr. M.M. Foulger holds in the BPP Pension Fund. I must draw to your attention to the provisions of the Companies Act 1985 which confirm the basis upon which related transactions can take place in inter related company loans. Kindly confirm on this transaction it was at arms length and explain what efforts have been made to repay the said loan carrying what must now be favourable interest.
4 I refer to the charge dated 13th December 1996 to B.J.S. Services Limited for ?100,000 advanced to the company. Kindly confirm the solicitors who acted for both parties and the Board resolution which permitted the legal charge to read ? NK106975 together with all buildings erected on such premises now or after 13th December 1996? and why such has not been reported in the audited accounts in such a manner. This effectively allows a current director of NCFC Ltd a mortgage over what could be a major development for the loan of ?100,000 carrying an interest rate of 4% over base indefinitely. Kindly confirm what steps have been taken to repay this loan thus freeing the assets of the company accordingly and whether such was an at arms length transaction. I must repeat again that not reporting such particulars in the report and accounts is a serious violation of the Companies Act.

5 Please explain why it was not reported on the accounts of the company the mortgage of all monies due dated 28th November 1997 by Girobank holding a mortgage over F/H property at Carrow Road and Kerrison Road, Norwich etc. Please explain whether the bank was aware or made aware of existing mortgages held. Please confirm the priority for the mortgages currently outstanding and whether this was an at arms length transaction.

6 I am sorry to have to state the most flagrant violation of the Companies Act 1985 is the mortgage in favour of Alison Margaret Bertram for ?550,000, which is not, reported whatsoever in the accounts. It is to be noted the loan is under an agreement dated 3rd November 1999 and includes a legal charge over land West of Hethersett Lane, Colney. Please confirm full details of this transaction. State who is Alison Margaret Bertram and why this was not reported in the accounts. Please let me have full details of the solicitors involved and confirm this was an at arms length transaction. Confirm whether Ms. Bertram is related in any way to any of the directors of the company or majority shareholders. Confirm also the priority for this mortgage and a copy of the board resolution authorising this to proceed.

There are substantial related party dealings and specifically concerning are the rates of interest charged to the company. Kindly confirm the solicitors who acted for the related parties in the following loans to the company:

1 Ms.D.Smith and E.M.S.Wynn Jones (joint) ?500,000
2 New Crane Publishing ?750,000
3 Mrs L.M.Cooper ?100,000
4 Trustees of BPP Pension Scheme ?500,000

and confirm all parties were separately advised and provide copies of the Board Resolutions Authorising such. State also what steps were taken to obtain finance elsewhere and lower rates of interests. Confirm who decided the said rates of interests and whether other shareholders were notified. I understand they were not.

Please also explain on what basis a loan of ?11,940 to B.J.S. Services Limited was converted into 10,000 preference shares. State who advised the company on this and whether valuations were obtained independently to ensure the company received the best value. Kindly confirm this matter was indeed reported to the Inland Revenue and in fact confirm per se that all inter related transactions have been reported to the Inland Revenue by both NCFC Ltd and the companies of the inter related parties.

The accounting period ending 30th June please be so kind as to supply to me the audited accounts or draft of such, which by law must be available, ending 30th June 2001 by return and confirm that such will be filed within the time limits imposed by the Companies Act 1985 and that the directors are aware of the penalties involved both criminal and civil in the event filings are not made on a timely basis. I state such because last year the accounts were four months late and having spoken to the Registrar at Companies it was decided that no action be taken at that time.

Kindly also confirm which director and the name of the solicitor who generally drafts agreements for the sale and acquisition of players. I particularly wish to know who drafted the contract of sale of Mr. Bellamy and if indeed it were an independent solicitor, what actions the board intend to take to investigate the potential loss of ?1,500,000 as reported in Note 30 of the report and accounts and why the media were informed the amount lost was only ?1,200,000.

These are preliminary enquires and am of the view that in the interests of the club all those who have been involved in inter related dealings whilst being directors of the company should resign forthwith being namely:

R.Cooper; B.J.Skipper; M.Foulger; D.Smith; E.M.S.Wynn Jones; R. Stuart.

Ms. Smith considered it ?a joke? my investing in the club. Prior to deciding whether such be indeed a laughing matter, the above matters be dealt with forthwith.

I look forward to hearing from you.

Yours sincerely

Avv. Giovanni Di Stefano

Posted By: AVV GIO DI STEFANO on July 22nd 2006 at 17:48:36

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