Member and Bondholder FAQs

Fan Park 1

 

  • We left Fan Park 1 because Club management issued a 30 day termination notice via Hill Dickinson on 8th July which meant we had to vacate by 8th August (please click here to view the termination letters). Initially the letters specified that the termination would take effect on 7th August (letter 1) but this was then moved, without explanation, to 8th August (letter 4).

  • On 8th July, Club management offered us a new license which included a rent increase (compared with 2024/25, this equated to a 691% increase in rent). The new terms were not commercially or operationally viable for the Trust.

  • Between 8th July and 6th August, the Trust offered 3 counterproposals with the aim of reaching an agreement that would allow Fan Park 1 to remain open. On 6th August, the Trust notified the Club that if no agreement could be reached, the Trust would have to make arrangements to remove its property from Fan Park 1, including its share of the Marquee.

  • To try to reach a resolution, on 7th August the Trust agreed to negotiate further and Club management allowed 7 days for this. Club management also stated via Hill Dickinson that it would allow the Trust to operate on the Saturday 9th August matchday.

  • On 7th August, when the Trust asked Club management for “unequivocal confirmation” that we could access the marquee (containing our belongings consisting of tens of thousands of pounds of equipment and stock) after this date, we did not receive this confirmation.

  • We therefore had to take the difficult decision to remove our belongings and our portion of the marquee before the termination notice expired (8th August). Should the Trust have left its belongings in the marquee after this date, the Trust would have run the risk that the only way to retrieve them would have been via extremely costly legal proceedings.

  • After we left Fan Park 1, the Club has since stated that it confirmed the Trust could operate Fan Park 1 on 9 August and continue to have access until 15 August. However, the Trust did not receive this confirmation before the termination date of 8th August

  • The Club has also stated that it never required the marquee to be dismantled and was disappointed that the Trust removed its share. The Trust was compelled to do so to avoid losing access.

  • Yes, the termination date fell on the 8th August and was not in the Trust’s control. Initially Club management specified in their termination letter that the termination would take effect on 7th August and they later moved the date to the 8th August (letter 4, click here to view the letters). This termination date was set by Club management and coincided with the two year anniversary of Ben Harrison’s death.

  • On 7th August, Club management stated that it would allow the Trust to operate on the Saturday 9th August matchday, however it did not retract the 8th August termination deadline.

  • There was correspondence between the parties up until the 8th August deadline. The Club offered to allow the Trust to operate on 9th August match day whilst revised licence terms are negotiated, whereas the Trust requested unequivocal confirmation that it could access its belongings until the 15th August. When asked, the Club failed to provide unequivocal confirmation that the Trust would be able to access the marquee after the 9th to retrieve our belongings (including stock).

  • As no agreement was reached, the termination date of 8th August remained in full force and effect and the Trust took the decision to comply with it, rather than risk legal proceedings. See more on this above.

  • No, the Trust had paid rent on Fan Park 1 due on receipt of invoice to the Club, on time, for 9 years (including for the 24/25 season).

  • Fan Park 1 recently received a 5 out of 5 rating following an Environmental Health inspection on 26th April 2025, and Wirral Borough Council confirmed on 27th March 2025, 7th May 2025 and 17th July 2025 they were satisfied with respect to the marquee. We are not aware of any historic or existing breaches or investigations into our licensing and/or environmental health standards.



Fan Park 2

Construction and Building Questions

 

  • The initial designs were drawn up in May 2021 and plans were first shared with a Club Associate Director (who was also the Club’s Fan Park 2 representative) on 11th May 2021.

  • The draft planning application, including the plan for the building to be Part L exempt, was shared with the same Club Associate Director on 28th June 2021.

  • The final planning application (including drawings and designs) was shared with Mark and Nicola Palios on 3rd August 2021.

  • Yes, three different structural engineering firms were involved in the technical design of the foundations, glulam structure, drainage and cladding.

  • The technical design has not yet been fully installed as the site has been mothballed. This forms part of the remaining work to be completed.

  • The Trust received three original quotes under a competitive tender between January and March 2023:
    • Bidder A £744k (the current project builder)
    • Bidder B £1.1M (with glulam arches and polycarbonate at an additional cost)
    • Bidder C £1.9M

  • Bidder C included £565k for excavation and foundations, but the actual cost incurred for all excavation and foundation work, including the increased costs from deeper footings, (work which is now completed, paid for and has been inspected by building control) was £121,143. This shows that of the 3 bidders, bidder A was and is best value for money.

  • As Bidder B was planning to subcontract the construction to bidder A, the Trust decided this was not an effective use of funds.

  • Yes the building is fit for its intended purpose, it is designed to provide cover from the weather in a Part L exempt space and to be a more permanent replacement for Fan Park 1.

  • Building Control (the authority on all UK building issues) have confirmed that the structural integrity of the frame is adequate in terms of the lateral stability of the glulam arches.

  • Building control have also confirmed they are content with the approach for permanent installation of 4mm polycarbonate proposed by the specialist engineering firm, as long as any used pieces of polycarbonate are inspected before being reused, and any damaged pieces are replaced.

  • Originally the fundraising was done in 2021 and early 2022, with 15% contingency in the budget, against early estimates from suppliers and architects.

  • The energy price shocks and Liz Truss emergency budget in late 2022 caused a spike in the quotes that came back from suppliers and the Trust’s contingency was effectively wiped out on day one.

  • Further surprise cost increases during construction, and also project slippage due to missing the manufacturing and transportation windows for the glulam arches, meant that the plant hire and labour costs increased.

  • The Trust board at the time attempted but was unable to bridge this funding gap during the construction window.

  • No, 4mm polycarbonate is a rain/wind/snowproof cladding material and not the primary structural element (cross braces and purlins are used for structural support).

  • Building control (the authority on all UK building issues) have confirmed they are content with the approach for permanent installation of 4mm polycarbonate proposed by the project architect, as long as any used pieces of polycarbonate are inspected before being reused, and any damaged pieces are replaced

  • Due to the outdoor nature of the structure, active heating and cooling was never part of the design for the main space (a proposal including it would not have been allowed by planning, due to the Part L compliance requirements). The Club Associate Director and Fan Park 2 representative was sent the designs and draft planning application which included the Part L exemption on 28th June 2021.

  • While early suggestions of natural/passive ventilation were proposed, these were later rejected by the Trust and it was recognised that a mechanical ventilation system would be required. Before a meeting with Club management and Andrew Grabe (a member of the Club’s Fan Park 2 project team, a bondholder and a construction director) in January 2025, we planned to install mechanical ventilation after the venue opened.

  • However, the Trust recognised the concerns raised by Club management and Mr Grabe in the January 2025 meeting, and so in March the Trust secured an M&E contractor to design and install an active mechanical ventilation system in line with the acoustic requirements set out in the planning application.

  • With regards to heating, portable heaters can be used (this is common practice in Part L exempt environments).

  • The Trust is confident that with the above commitments, heating and cooling will not be an insurmountable issue for the project.

  • Yes, we have appointed an M&E specialist firm for design and installation of mechanical ventilation systems but site access has not been secured.

  • When we met with Club management and Mr Grabe in Jan 2025, we agreed that ventilation is something that needs to be addressed as a critical part of the project, but site access would be required.
  • Andrew Grabe is a member of the Club’s Fan Park 2 project team (which the Trust are not part of), a bondholder and a construction director. When he stepped back as an advisor to the Trust on 8th October 2024, he cited reasons unrelated to the project or its construction.

  • Almost 2 months after Mr Grabe stepped back from the project, on 5th December 2024 the Trust received an email from Building Control stating that the Trust had “engaged the services of a 3rd party...”.

    The Trust had not engaged the services of a third party and so asked for clarification. In response, Building Control said we should “defer your enquiries to the Trust”.

    After again asking for clarification as to why the Building Control officer did not think Trust board members were representing the Trust on the Fan Park 2 project, we were instructed to “express your concerns to Mr Grabe...”.

    We informed Club management of this exchange on 21st January 2025.

  • Andrew Grabe offered a design team (architect, structural engineer, QS and M&E consultant) to the Club Fan Park 2 Project team (which did not include the Trust) in October 2024, and offered an M&E consultant to provide designs to the Trust on 7th March 2025. However when the Trust took him up on the offer and requested his QS report and M&E consultant design, Mr Grabe stated that he couldn’t share the QS report because it was for an entirely new build and on 12th March, stated that the M&E consultant “cannot assist”. The Trust has asked Mr Grabe for the reports prepared by his design team and we have not received anything in return.

  • The Recreation Centre has suffered from historic flooding issues, as demonstrated by the Trust’s Raise the Roof Crowdfunder in 2018 when the Trust raised over £10,000 to fix the leak in the roof. Drainage reports shared with the Trust around the recreation centre from 6th May 2022 also indicate a number of issues that required remedial action.

  • Evidence from late 2024 shows the downspout from the Recreation Centre roof draining directly onto the tarmac below, then running down the stairs into the door. This gutter/downspout design issue preceded the fan park construction.

  • Club management has recently (between late 2024-Jan 2025) installed a surface water drainage channel at the bottom of the stairs at the entrance to the recreation centre.

  • The Fan Park footings did not require a retaining wall due to its final location away from the Recreation Centre and a retaining wall is completely unrelated to water ingress (it is for lateral soil loads only).

  • On 5th September 2024 the Trust received a statement from Club management stating that we owe £3,056 in cancelled Rec Centre Sessions 23/24. The Trust disputes any notion that the Recreation Centre has been damaged by, or that sessions have had to be cancelled as a result of flooding caused by the construction of the new fan park.

  • Yes, the project builder is still available and has been very understanding of the Trust’s situation.

  • The quote from the contractor (who has already completed 80% of the building and the person responsible for completion) is £217k to first fix (the initial phase of installing structural elements and services) as at December 2024. Discussions are ongoing between the Club and Trust regarding the appointment of an independent third party Quantity Surveyor to verify the costs (see question below).

  • The cost of £750k to complete (a figure suggested by a member of the Club's project team, a bondholder and construction director Andrew Grabe) is for an entirely different design and larger scope of work (which would involve replacing the whole roof with 115mm quadcore roofing panels and changing the part L exemption). The Trust does not need to change the design of the roof, and in any case, any such change would likely require a new planning application. The Trust has not received any information from Mr Grabe on how the cost of his proposed alterations would be funded.

  • No. That statement is not true. In January, the Trust shared the builder's cost to complete, and since March, the Trust and the Club have engaged in without prejudice discussions, including the question of how independent cost verification should be handled.
  • “Without prejudice” means these are confidential discussions aimed at resolving the dispute, so we cannot disclose specifics at this time. Nothing in this answer waives privilege.



Commercial Questions

 

  • On 25th August 2020, a Club Associate Director first introduced German Kraft to the Trust as the proposed operator to run the new fan park. On 7th October 2020, he shared German Kraft’s “gold” credit report and accounts with Mark Palios and Ben Harrison.

  • The Club’s Associate Director (an ICAEW Chartered Accountant) and Fan Park 2 Representative first saw a high level financial model shared by German Kraft’s representative on 24th November 2020. This was also shared with the Club’s Managing Director on 25th November 2020.

  • A more detailed financial model was shared with the Club’s Associate Director on 8th December 2020.

  • On 4th January 2021 the detailed financial model was then updated by the Club Associate Director and shared with Sofia Palios (Club Financial Controller) and Mark and Nicola Palios.

  • On 24th January 2021, the Club Associate Director created and shared a further revision to the financial model.

  • In April 2023, the Trust and Club signed a 10 year head lease that included provisions for the Fan Park if the Club were to move ground. A sub-lease was also signed between the Trust and Tranmere Garden (the joint venture with German Kraft) so they could operate the venue.

  • According to Trust board minutes made on August 14th 2023, Club Associate Director and Fan Park 2 representative first suggested that the leases had not been signed by all parties. The Trust has all legal documentation in its possession and can confirm they are all signed.

  • No, there are (and never have been) payments due by the Trust to the Club prior to the opening of the venue.

  • According to the signed agreements the rent is based on turnover rent, so rent is only payable when the venue is trading.

  • The signed agreements state that:
    • The Trust are responsible for the build of the structure up to first fix, and own the structure.

    • Once the first fix is finished, German Kraft are then responsible for the second fix, operational fit out, bar and brewery fit out and detachable fittings and equipment (furniture etc.)

  • As the first fix is not yet complete, German Kraft’s second fix has not been able to take place.

  • No, in the planning application seen by Mark and Nicola Palios on 3rd August 2021, it was specified that a maximum of 15% of brewery production could be sold off site (see page 4).

  • In the last 12 months, the Trust has offered to meet with Club management in relation to FP2 7 times. Club management has offered to meet the Trust in relation to FP2 3 times. One meeting took place on 30th January 2025.

  • The Trust remains open to meeting with the Club to agree a path forward on Fan Park 2.



Trust Financial Questions

 

  • As at December 2024, the total expenditure is £697,661.15.
  • A detailed breakdown of the expenditure is available upon request.

  • As of today all bondholders have been paid in line with their agreements, despite the fact the venue is not open.

  • No. This stems from a historical goodwill gesture made when the Trust raised fan funds to buy the Club from Peter Johnson. When that bid was not successful, and after funds were offered to be returned to donors, the Trust agreed to donate £75,000 to the Club over a fixed term of three years to improve the stadium.

  • As promised, The Trust donated £75k to Club improvements over three years (with the last donation falling in 2017).

  • The Trust holds contemporaneous documentary evidence (AGM Agenda from November 2014, emails from 14th January 2015 and meeting minutes from 17th January 2015 and an AGM Agenda from 21st March 2015), confirming the 3 year fixed-term nature of this agreement.

  • On 5th September 2024 the Trust received a statement from Club management stating that we owe:
    • £3,056 in cancelled Rec Centre Sessions 23/24
    • £25,000 in stadium enhancements

    These claims are disputed by the Trust (see question on Recreation Centre and on “annual contribution”).

  • In addition, on 21st May 2025 the Trust received two invoices from the Club totalling £15,900, which the Club states relate to lost car parking revenue arising from the space occupied by Fan Park 2 from August 2023 onwards (for 50 spaces lost on every league, EFL cup and FA cup match day, and 25 spaces for every friendly and BSMT match day). These charges have been disputed by the Trust, and we continue to dispute the validity and basis of these charges.

  • As well as the parking invoices, on 21st May 2025 the Club reissued an invoice amounting to £20,933 relating to Fan Park 2 legal fees. This invoice was initially challenged and a breakdown was requested in summer 2023 by Ben Harrison, Trust former Chairman, who was seriously unwell in hospital at the time and sadly passed away a few weeks after receiving the invoice. Ben was unable to clarify details regarding the invoice before his passing. As of today the Trust has not received a breakdown of the charges from Hill Dickinson or a corrected invoice. The Trust has indicated willingness to settle the portion of this invoice that it believes is accurate and justified, pending receipt of detailed itemisation from Club management/Hill Dickinson to clarify the precise amount owed. We have again asked for clarification and breakdown of this charge from Club management, as we currently consider this invoice to be incorrect.

  • The Trust is happy to settle any invoices that are accurate, evidenced and valid.

  • There is an insolvency clause in the signed 10-year lease, meaning if the Trust were to become insolvent, the landlord (Club) has re-entry rights which terminate the leases.

  • Yes, the Trust bought a flat and shop in 2018 for £85,000. The Trust subsequently split the property into two separate properties (the shop and the flat).

  • In June 2019 the existing tenant ended their lease for the shop so the Trust sought to rent out the shop at £433 per month (above the £400 2018 rental amount stated by Smith and Sons) but it remained vacant for a further 8 months. After a prospective tenant fell through in June 2020 (during COVID), the Chairman Ben Harrison advised that his daughter would be willing to rent the shop for 12 months. As the property had been vacant since November 2019, on 6th July 2020, the Trust board agreed to lower the rent to £318 per month, and the new tenant moved in and began operating in August 2020.

  • The shop was valued by Smith and Sons on 4th August 2022 for £50,000. As the Trust Chairman’s son was interested in purchasing the shop from September 2022, on 8th August 2022 Ben Harrison recused himself from discussions and allowed the Trust treasurer and solicitors to handle the sale. The shop was eventually sold in August 2023 for £50,000.

  • The Trust also rented out the flat in 2018 to two tenants (Ben’s son and another tenant) at a market rate of £450pcm (it was agreed by the Trust board that the rent would be reduced during COVID, and the rent subsequently increased to normal after the pandemic). When Ben’s son moved out, the rent was reduced to £400 in order to retain the other tenant.

  • The flat was informally valued by Karl Tatler in June 2022 for a value in the region of £70,000 and the Trust attempted to sell it at this price but was unsuccessful. This was largely due to the fact that the flat was in poor condition, needed extensive work, there was structural damage and the sale was only suitable for a cash buyer as mortgage lenders would not deem it acceptable as it was above a shop. As a result, the flat was sold to a cash buyer for £55,000 by Peninsular Properties in Spring 2024.

  • Overall, this property investment yielded a 23.5% capital profit for the Trust, on top of rent received.

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