BSH: Stadium Sale

Birmingham Sports Holdings announced to the Hong Kong Stock Exchange on Wednesday afternoon that it had agreed to sell off its remaining 75% stake in Birmingham City Stadium Ltd. The sale passes St Andrew’s Stadium into the hands of a British Virgin Islands investment vehicle – and further muddies the water of how the club is run.

St Andrew's taken 26 December 2018

To read the announcement in full, click this link.

If you’re interested in the highlights of what the deal is, I wrote a basic explainer column for the Birmingham Mail yesterday afternoon which is at this link.

In this piece I wanted to go more into depth about what has happened, who has bought the stadium company and why.

Who are Birmingham City Stadium Ltd?

The first thing to understand is that technically, BSH haven’t sold St Andrew’s but the company which owns it. However, as all Birmingham City Stadium Ltd do is own the stadium, it’s not hard to conflate the two.

BCSL was set up in May 2019, as Blues looked to copy other clubs in selling their ground and leasing it back to beat the FFP rules. This was confirmed in the 2019 accounts, which showed that the club received £22.76M for the ground, a paper profit of £17.166M.

As part of the deal, Blues agreed to pay £1.25M per year in rent. Initially, that deal was set up for the club to lease the ground for 25 years.

Land Registry

Interestingly, the Land Registry has not been updated with this information. I pulled details off the Land Registry yesterday afternoon, which apparently have not been updated since October 2020 and still show Birmingham City plc as the owner of the ground.

In December 2020 BSH sold 25% of BCSL off to Oriental Rainbow Investments, a BVI investment vehicle owned by Vong Pech. This was the same deal that saw Vong Pech take a direct stake in Birmingham City plc and become the owner with the largest chunk of the club.

Now BSH are selling the remaining 75% of the stadium company, which means that BSH will not have any stake in the ground at all.

The lease Blues have on the ground will now change to expire in 2031, with a review in 2025.

Although the rent has not changed from £1.25M per year, as BCSL apparently owes the club £6.2M and the club can offset debt against the rent, it would appear that the club can remain in place rent free for at least four years.

The question will be if the new owners are the ones who are going to be paying for the repairs to the ground. I have to admit this is where it all gets a bit confusing, but the fact the new owners of the stadium company are only paying about half whack due to a liability suggests to me that they will be sorting it out.

Who are these new owners?

The announcement doesn’t go into great deal about the purchaser of the stadium company. It names the purchasing company as Achiever Global Group Ltd, which it says is owned by a Ms Kang Ming-Ming. Ms Kang is apparently a real estate developer and contract engineer but an initial search online for her developments drew a blank.

Kang Ming Ming

However, a search of the Hong Kong company registry for her was more fruitful. I turned up one company with a Taiwanese director named Kang Ming-Ming – Joy Rich Technology Limited, which was founded in April 2019.

Achiever Global

According to Joy Tech’s annual return filed in 2020, the company has one director – Ms Kang – and is owned by Achiever Global Group Ltd, which is listed as a British Virgin Islands company. This suggests that this company is owned by the same person who has bought the stake in BCSL.

Joy Rich

Interestingly, Joy Tech gives its registered office address as Suites 802-804 Jardine House, 1 Connaught Place. This just happens to be the Hong Kong business address I have for companies connected to and owned by the elusive Mr King (aka Wang Yaohui), and which I confirmed when I visited them in 2018.

As I previously connected Oriental Rainbow Investments with Wang Yaohui also, we can now assume that when this deal completes the elusive Mr King will have 100% control of St Andrews.

What’s the endgame here?

This is the $64,000 question. I’ve seen a lot of speculation about this online, particularly with people wondering if this means that the ground will be redeveloped or sold.

I have to be honest and say that I do not know what the end game is. I think there are far too many variables to actually know for sure, and that it’s too much of a stretch to think about the ground being sold for HS2 development, or the club moving to something like Alexander Stadium or some other newly built ground.

However, what I do think is this is bad news for us as Blues fans.

While it doesn’t really change who owns the ground, it moves the stadium from being ultimately owned by a listed company with all the regulation and somewhat transparency that brings, to being owned by two British Virgin Islands investment vehicles with absolutely no transparency at all.

It also shows how worthless listing the company as an asset of community value has been. The club were able to sell the ground to BCSL without the ACV listing being enacted, and as this time it’s the company being sold rather than the stadium itself, the ACV is completely useless.

However, the deal isn’t quite finished yet.

Ms Kang has ten days to pay £5.4M, and no later than June 25 to pay the balance of the cost of the purchase. I believe once she has paid the balance, BSH will have to announce confirmation to the Stock Exchange.

Hopefully in that time the club can issue a statement reassuring supporters that there is nothing to worry about in the change of ownership – and maybe even what these new owners are doing to fix the stadium up for the return of fans.