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The Takeover Thread - Duchatelet Finally Sells (Jan 2020)

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  • edited January 2020
    Arabic names are very complex & they are subject to all sorts of regional / national variations. If anybody is interested, fill your boots with this:

    https://www.councilscienceeditors.org/wp-content/uploads/v28n1p020-021.pdf
  • We have come on here to say goodbye to a legend and some CL members are showing no respect by talking shop over the body.

    Has anyone seen what spread AFKA has arranged ?  And I'm not talking Vanessa Feltz. (AFKA will explain !)
  • I can sence a rebellion against AFKA growing on this thread. 
    This was Henry's sole objective when he started it.
    He wants to takeover Charlton life and consign AFKA to the history books. 
    A sad sad day indeed. 
  • I can sence a rebellion against AFKA growing on this thread. 
    This was Henry's sole objective when he started it.
    He wants to takeover Charlton life and consign AFKA to the history books. 
    A sad sad day indeed. 
    But will the takeover be leasehold or freehold?

    And what about the other mods loans?
  • LoOkOuT said:
    LenGlover said:
    Cafc43v3r said:
    Cafc43v3r said:
    Obviously I understand everything but for the benefit of those not as intelligent as me, could someone kindly explain what exactly has happened / been confirmed today?

    Its not 100% done 
    Explain it, in what sense?

    It was never going to be 100% done until the later freehold purchases, which have been well discussed. What is new today?
    The charge added to the football club today asks more questions than it answers. 

    How is it legally valid if it contradicts the exdirectors loans?

    Of course this isn't a problem if they have been paid up, or given written permission, but @Airman Brown is saying he knows they haven't.
    I'm no lawyer but the 'directors' loans' are singled out in the new charge agreement as a 'permitted encumbrance.'

    If there is no change to the status of the 'directors' loans' why would written permission be necessary?


    'Permitted Encumbrance' is my new band name.
    RD’s loan to CAFC was probably unsecured because he owned everything anyway.

    ESI have bought the company CAFC with the existing lease and also the debt owed to Staprix The loan now needs to be secured with a charge over all the property leased to CAFC. Normally a lender will not allow any other creditor to have a separate charge on the same property ie an encumbrance to exercising the right to seize the mortgaged property in the event of default.

    The charge simply says the secured Director loans,
    which are a potential encumberance are exempt from this condition.  The terms of the Director loans would seem unaffected.

  • I can sence a rebellion against AFKA growing on this thread. 
    This was Henry's sole objective when he started it.
    He wants to takeover Charlton life and consign AFKA to the history books. 
    A sad sad day indeed. 
    His 'sole' objective, you say? 
  • edited January 2020
    LoOkOuT said:
    LenGlover said:
    Cafc43v3r said:
    Cafc43v3r said:
    Obviously I understand everything but for the benefit of those not as intelligent as me, could someone kindly explain what exactly has happened / been confirmed today?

    Its not 100% done 
    Explain it, in what sense?

    It was never going to be 100% done until the later freehold purchases, which have been well discussed. What is new today?
    The charge added to the football club today asks more questions than it answers. 

    How is it legally valid if it contradicts the exdirectors loans?

    Of course this isn't a problem if they have been paid up, or given written permission, but @Airman Brown is saying he knows they haven't.
    I'm no lawyer but the 'directors' loans' are singled out in the new charge agreement as a 'permitted encumbrance.'

    If there is no change to the status of the 'directors' loans' why would written permission be necessary?


    'Permitted Encumbrance' is my new band name.
    RD’s loan to CAFC was probably unsecured because he owned everything anyway.

    ESI have bought the company CAFC with the existing lease and also the debt owed to Staprix The loan now needs to be secured with a charge over all the property leased to CAFC. Normally a lender will not allow any other creditor to have a separate charge on the same property ie an encumbrance to exercising the right to seize the mortgaged property in the event of default.

    The charge simply says the secured Director loans,
    which are a potential encumberance are exempt from this condition.  The terms of the Director loans would seem unaffected.

    I'd agree apart from the fact that when I worked for a bank and we lent, we would regularly take a 2nd charge over someone's property.

    We would then give notice to the first charge holder. I don't think the 1st charge holder had any say in the matter.

    The first charge holder(s) the ex-directors in this case, would not be effected as they still have first dibs on the security in the event of default.

    So as you say the ex-director's position remain unaltered.

    Although, this document is saying it is a 1st charge, it records the ex-director's loans as permitted encumbrances.
  • LoOkOuT said:
    LenGlover said:
    Cafc43v3r said:
    Cafc43v3r said:
    Obviously I understand everything but for the benefit of those not as intelligent as me, could someone kindly explain what exactly has happened / been confirmed today?

    Its not 100% done 
    Explain it, in what sense?

    It was never going to be 100% done until the later freehold purchases, which have been well discussed. What is new today?
    The charge added to the football club today asks more questions than it answers. 

    How is it legally valid if it contradicts the exdirectors loans?

    Of course this isn't a problem if they have been paid up, or given written permission, but @Airman Brown is saying he knows they haven't.
    I'm no lawyer but the 'directors' loans' are singled out in the new charge agreement as a 'permitted encumbrance.'

    If there is no change to the status of the 'directors' loans' why would written permission be necessary?


    'Permitted Encumbrance' is my new band name.
    RD’s loan to CAFC was probably unsecured because he owned everything anyway.

    ESI have bought the company CAFC with the existing lease and also the debt owed to Staprix The loan now needs to be secured with a charge over all the property leased to CAFC. Normally a lender will not allow any other creditor to have a separate charge on the same property ie an encumbrance to exercising the right to seize the mortgaged property in the event of default.

    The charge simply says the secured Director loans,
    which are a potential encumberance are exempt from this condition.  The terms of the Director loans would seem unaffected.

    Great effort @dippenhall at trying to explain it for us simpletons but I still don’t get it. It might need a diagram. Do ESI own the Valley and training ground yet or are we still paying rent to Roland? Is there anything in the legal jargon about a time frame and are ESI legally bound to buy the Valley, training ground. Have they ‘exchanged’ and are waiting to complete (couldn’t resist another house buying analogy)?
  • ESI own the Leaseholds and we are told they have a legally binding agreement to purchase the freeholds.

    No one knows what "rent" may be being paid, but we suspect it's a peppercorn (very little).
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  • LenGlover said:
    Cafc43v3r said:
    Cafc43v3r said:
    Obviously I understand everything but for the benefit of those not as intelligent as me, could someone kindly explain what exactly has happened / been confirmed today?

    Its not 100% done 
    Explain it, in what sense?

    It was never going to be 100% done until the later freehold purchases, which have been well discussed. What is new today?
    The charge added to the football club today asks more questions than it answers. 

    How is it legally valid if it contradicts the exdirectors loans?

    Of course this isn't a problem if they have been paid up, or given written permission, but @Airman Brown is saying he knows they haven't.
    I'm no lawyer but the 'directors' loans' are singled out in the new charge agreement as a 'permitted encumbrance.'

    If there is no change to the status of the 'directors' loans' why would written permission be necessary?


    I'm trying to think back to the days when I used to deal with this sort of thing.

    I'm thinking that if we took a 2nd charge (which I think Staprix have done), you had to give notice to the holder of the 1st charge(s).

    So in this case Staprix should give notice to the ex-directors that they have taken a 2nd charge.

    If the security needed to be relied upon the ex-directors would be paid before Staprix.

    You couldn't give notice until the 2nd charge had actually been registered, so the notices should be received in due course.
    Clause 9.1.3. places on obligation on the club, at Roland's pleasure, for the club to place a durable nameplate on assets over £100k indicating Staprix has "first fixed charge".  

    I think that might be news to the ex-directors, who as I understand it have a preceding first fixed charge over all the assets of all three companies.  That's one presumption in the debenture I think would be challenged, and I don't think even a second charge could necessarily be achieved without the ex-directors' consent - maybe that depends on the wording of their debentures.  I presume given previous discussions, but may be wrong, that they have that veto, in which case it's more than a matter of notification. 
  • This is all very confusing. Should I be concerned or not?
  • Leuth said:
    I can sence a rebellion against AFKA growing on this thread. 
    This was Henry's sole objective when he started it.
    He wants to takeover Charlton life and consign AFKA to the history books. 
    A sad sad day indeed. 
    His 'sole' objective, you say? 
    Fish puns right to the end 
  • ESI own the Leaseholds and we are told they have a legally binding agreement to purchase the freeholds.

    No one knows what "rent" may be being paid, but we suspect it's a peppercorn (very little).
    Airman Brown is quoting some of the directors agreement and saying that what ESI and RD have done is not permitted.

    We need an update of takeover bite sized thread
  • Did ESI mention a time frame for completing the purchase of Valley and training ground! I was concerned to find out MS’s first interview was misleading, saying they owned the valley but not the training ground. Later it turns out they own neither. 
  • Did ESI mention a time frame for completing the purchase of Valley and training ground! I was concerned to find out MS’s first interview was misleading, saying they owned the valley but not the training ground. Later it turns out they own neither. 
    Six months.

    They also said four ex directors were happy to roll over the loans while three weren't. No names, other than Murray, in first group, given.
  • edited January 2020
    rikofold said:
    LenGlover said:
    Cafc43v3r said:
    Cafc43v3r said:
    Obviously I understand everything but for the benefit of those not as intelligent as me, could someone kindly explain what exactly has happened / been confirmed today?

    Its not 100% done 
    Explain it, in what sense?

    It was never going to be 100% done until the later freehold purchases, which have been well discussed. What is new today?
    The charge added to the football club today asks more questions than it answers. 

    How is it legally valid if it contradicts the exdirectors loans?

    Of course this isn't a problem if they have been paid up, or given written permission, but @Airman Brown is saying he knows they haven't.
    I'm no lawyer but the 'directors' loans' are singled out in the new charge agreement as a 'permitted encumbrance.'

    If there is no change to the status of the 'directors' loans' why would written permission be necessary?


    I'm trying to think back to the days when I used to deal with this sort of thing.

    I'm thinking that if we took a 2nd charge (which I think Staprix have done), you had to give notice to the holder of the 1st charge(s).

    So in this case Staprix should give notice to the ex-directors that they have taken a 2nd charge.

    If the security needed to be relied upon the ex-directors would be paid before Staprix.

    You couldn't give notice until the 2nd charge had actually been registered, so the notices should be received in due course.
    Clause 9.1.3. places on obligation on the club, at Roland's pleasure, for the club to place a durable nameplate on assets over £100k indicating Staprix has "first fixed charge".  

    I think that might be news to the ex-directors, who as I understand it have a preceding first fixed charge over all the assets of all three companies.  That's one presumption in the debenture I think would be challenged, and I don't think even a second charge could necessarily be achieved without the ex-directors' consent - maybe that depends on the wording of their debentures.  I presume given previous discussions, but may be wrong, that they have that veto, in which case it's more than a matter of notification. 
    I'll need to read the 32 pages fully.
    But the ex-directors are listed as Permitted Encumbrancies, which to me means that it is legally documented, that they already hold a debenture.

    Ok, I'm not sure whether this is sufficient or whether the the ex-directors should be issued with Deeds of Priority.
  • edited January 2020
     has won’t be able to read this in full until tomorrow so it will have to be part of a separate post-takeover thread 
  • LoOkOuT said:
    LenGlover said:
    Cafc43v3r said:
    Cafc43v3r said:
    Obviously I understand everything but for the benefit of those not as intelligent as me, could someone kindly explain what exactly has happened / been confirmed today?

    Its not 100% done 
    Explain it, in what sense?

    It was never going to be 100% done until the later freehold purchases, which have been well discussed. What is new today?
    The charge added to the football club today asks more questions than it answers. 

    How is it legally valid if it contradicts the exdirectors loans?

    Of course this isn't a problem if they have been paid up, or given written permission, but @Airman Brown is saying he knows they haven't.
    I'm no lawyer but the 'directors' loans' are singled out in the new charge agreement as a 'permitted encumbrance.'

    If there is no change to the status of the 'directors' loans' why would written permission be necessary?


    'Permitted Encumbrance' is my new band name.
    RD’s loan to CAFC was probably unsecured because he owned everything anyway.

    ESI have bought the company CAFC with the existing lease and also the debt owed to Staprix The loan now needs to be secured with a charge over all the property leased to CAFC. Normally a lender will not allow any other creditor to have a separate charge on the same property ie an encumbrance to exercising the right to seize the mortgaged property in the event of default.

    The charge simply says the secured Director loans,
    which are a potential encumberance are exempt from this condition.  The terms of the Director loans would seem unaffected.

    Thanks for this clarification @Dippenhall. One thing I don't really get is, if Duchatelet still owns the freehold to the Valley and Sparrows Lane, why does he need a charge over the assets? After all, he owns them. 

  • Sponsored links:


  • rikofold said:
    LenGlover said:
    Cafc43v3r said:
    Cafc43v3r said:
    Obviously I understand everything but for the benefit of those not as intelligent as me, could someone kindly explain what exactly has happened / been confirmed today?

    Its not 100% done 
    Explain it, in what sense?

    It was never going to be 100% done until the later freehold purchases, which have been well discussed. What is new today?
    The charge added to the football club today asks more questions than it answers. 

    How is it legally valid if it contradicts the exdirectors loans?

    Of course this isn't a problem if they have been paid up, or given written permission, but @Airman Brown is saying he knows they haven't.
    I'm no lawyer but the 'directors' loans' are singled out in the new charge agreement as a 'permitted encumbrance.'

    If there is no change to the status of the 'directors' loans' why would written permission be necessary?


    I'm trying to think back to the days when I used to deal with this sort of thing.

    I'm thinking that if we took a 2nd charge (which I think Staprix have done), you had to give notice to the holder of the 1st charge(s).

    So in this case Staprix should give notice to the ex-directors that they have taken a 2nd charge.

    If the security needed to be relied upon the ex-directors would be paid before Staprix.

    You couldn't give notice until the 2nd charge had actually been registered, so the notices should be received in due course.
    Clause 9.1.3. places on obligation on the club, at Roland's pleasure, for the club to place a durable nameplate on assets over £100k indicating Staprix has "first fixed charge".  

    I think that might be news to the ex-directors, who as I understand it have a preceding first fixed charge over all the assets of all three companies.  That's one presumption in the debenture I think would be challenged, and I don't think even a second charge could necessarily be achieved without the ex-directors' consent - maybe that depends on the wording of their debentures.  I presume given previous discussions, but may be wrong, that they have that veto, in which case it's more than a matter of notification. 
    I'll need to read the 32 pages fully.
    But the ex-directors are listed as Permitted Encumbrancies, which to me means that it is legally documented, that they already hold a debenture.

    Ok, I'm not sure whether this is sufficient or whether the the ex-directors should be issued with Deeds of Priority.
    How does it work with regards to which company the debentures are secured against?  They aren't both on the books of the same trading entity, but in the same group of companies?

    Who would be responsible for the ex directors entitlements and legal rights at the point of sale the purchasers or the vendor? If neither notified or satisfied the ex directors who is liable? 
  • edited January 2020
    Davo55 said:
    LoOkOuT said:
    LenGlover said:
    Cafc43v3r said:
    Cafc43v3r said:
    Obviously I understand everything but for the benefit of those not as intelligent as me, could someone kindly explain what exactly has happened / been confirmed today?

    Its not 100% done 
    Explain it, in what sense?

    It was never going to be 100% done until the later freehold purchases, which have been well discussed. What is new today?
    The charge added to the football club today asks more questions than it answers. 

    How is it legally valid if it contradicts the exdirectors loans?

    Of course this isn't a problem if they have been paid up, or given written permission, but @Airman Brown is saying he knows they haven't.
    I'm no lawyer but the 'directors' loans' are singled out in the new charge agreement as a 'permitted encumbrance.'

    If there is no change to the status of the 'directors' loans' why would written permission be necessary?


    'Permitted Encumbrance' is my new band name.
    RD’s loan to CAFC was probably unsecured because he owned everything anyway.

    ESI have bought the company CAFC with the existing lease and also the debt owed to Staprix The loan now needs to be secured with a charge over all the property leased to CAFC. Normally a lender will not allow any other creditor to have a separate charge on the same property ie an encumbrance to exercising the right to seize the mortgaged property in the event of default.

    The charge simply says the secured Director loans,
    which are a potential encumberance are exempt from this condition.  The terms of the Director loans would seem unaffected.

    Thanks for this clarification @Dippenhall. One thing I don't really get is, if Duchatelet still owns the freehold to the Valley and Sparrows Lane, why does he need a charge over the assets? After all, he owns them. 

    Because ESI have also taken on the debt or some of the debt to Staprix and it would be unsecured without Staprix registering their debenture/charge.

    The debt being the agreed purchase price I would assume.
  • Davo55 said:
    LoOkOuT said:
    LenGlover said:
    Cafc43v3r said:
    Cafc43v3r said:
    Obviously I understand everything but for the benefit of those not as intelligent as me, could someone kindly explain what exactly has happened / been confirmed today?

    Its not 100% done 
    Explain it, in what sense?

    It was never going to be 100% done until the later freehold purchases, which have been well discussed. What is new today?
    The charge added to the football club today asks more questions than it answers. 

    How is it legally valid if it contradicts the exdirectors loans?

    Of course this isn't a problem if they have been paid up, or given written permission, but @Airman Brown is saying he knows they haven't.
    I'm no lawyer but the 'directors' loans' are singled out in the new charge agreement as a 'permitted encumbrance.'

    If there is no change to the status of the 'directors' loans' why would written permission be necessary?


    'Permitted Encumbrance' is my new band name.
    RD’s loan to CAFC was probably unsecured because he owned everything anyway.

    ESI have bought the company CAFC with the existing lease and also the debt owed to Staprix The loan now needs to be secured with a charge over all the property leased to CAFC. Normally a lender will not allow any other creditor to have a separate charge on the same property ie an encumbrance to exercising the right to seize the mortgaged property in the event of default.

    The charge simply says the secured Director loans,
    which are a potential encumberance are exempt from this condition.  The terms of the Director loans would seem unaffected.

    Thanks for this clarification @Dippenhall. One thing I don't really get is, if Duchatelet still owns the freehold to the Valley and Sparrows Lane, why does he need a charge over the assets? After all, he owns them. 

    Because ESI have also taken on the debt to Staprix and it would be unsecured without Staprix registering their debenture/charge.
    @dippenhall what makes you think ESI have taken on the Starprix debt?
  • Cor...ain’t this exciting stuff in a kind of uncomfortable way. 
  • ESI own the Leaseholds and we are told they have a legally binding agreement to purchase the freeholds.

    No one knows what "rent" may be being paid, but we suspect it's a peppercorn (very little).
    Airman Brown is quoting some of the directors agreement and saying that what ESI and RD have done is not permitted.

    We need an update of takeover bite sized thread
    Would speculate that Staprix originally had no security at all and can’t alter the fact that it has an effective second charge after the Director loans.  The new charge acknowledges the precedence of the Director loans and their rights are unaffected.

    Assume the directors did not acquire any right to approve further charge on the assets. Remember the main debt at the time was a bank loan and that would presumably have prevented further charges on the assets. Not ITK simply trying to see a logical explanation.
  • Cafc43v3r said:
    rikofold said:
    LenGlover said:
    Cafc43v3r said:
    Cafc43v3r said:
    Obviously I understand everything but for the benefit of those not as intelligent as me, could someone kindly explain what exactly has happened / been confirmed today?

    Its not 100% done 
    Explain it, in what sense?

    It was never going to be 100% done until the later freehold purchases, which have been well discussed. What is new today?
    The charge added to the football club today asks more questions than it answers. 

    How is it legally valid if it contradicts the exdirectors loans?

    Of course this isn't a problem if they have been paid up, or given written permission, but @Airman Brown is saying he knows they haven't.
    I'm no lawyer but the 'directors' loans' are singled out in the new charge agreement as a 'permitted encumbrance.'

    If there is no change to the status of the 'directors' loans' why would written permission be necessary?


    I'm trying to think back to the days when I used to deal with this sort of thing.

    I'm thinking that if we took a 2nd charge (which I think Staprix have done), you had to give notice to the holder of the 1st charge(s).

    So in this case Staprix should give notice to the ex-directors that they have taken a 2nd charge.

    If the security needed to be relied upon the ex-directors would be paid before Staprix.

    You couldn't give notice until the 2nd charge had actually been registered, so the notices should be received in due course.
    Clause 9.1.3. places on obligation on the club, at Roland's pleasure, for the club to place a durable nameplate on assets over £100k indicating Staprix has "first fixed charge".  

    I think that might be news to the ex-directors, who as I understand it have a preceding first fixed charge over all the assets of all three companies.  That's one presumption in the debenture I think would be challenged, and I don't think even a second charge could necessarily be achieved without the ex-directors' consent - maybe that depends on the wording of their debentures.  I presume given previous discussions, but may be wrong, that they have that veto, in which case it's more than a matter of notification. 
    I'll need to read the 32 pages fully.
    But the ex-directors are listed as Permitted Encumbrancies, which to me means that it is legally documented, that they already hold a debenture.

    Ok, I'm not sure whether this is sufficient or whether the the ex-directors should be issued with Deeds of Priority.
    How does it work with regards to which company the debentures are secured against?  They aren't both on the books of the same trading entity, but in the same group of companies?

    Who would be responsible for the ex directors entitlements and legal rights at the point of sale the purchasers or the vendor? If neither notified or satisfied the ex directors who is liable? 
    The debentures are secured against Charlton Athletic Football Company Limited, because that is what ESI has bought.

    I would say it is a moot point on who is responsible for the ex-directors loan as of today, because they are repayable if we reach the premier League and by then RD will/ should be long gone.
  • JamesSeed said:
    Have to say, I quite admire the way ESI just got stuck in and bought the club despite these legal complexities and complications. 
    If they’d ummed and ahed like ‘our’ antipodean friends we’d all have been driven more round the bend than we already are. Can you imagine two more years of this thread?
    You say that like it would be a bad thing
    Sorry, *cough*, sure, it’d be grand. 
  • Davo55 said:
    LoOkOuT said:
    LenGlover said:
    Cafc43v3r said:
    Cafc43v3r said:
    Obviously I understand everything but for the benefit of those not as intelligent as me, could someone kindly explain what exactly has happened / been confirmed today?

    Its not 100% done 
    Explain it, in what sense?

    It was never going to be 100% done until the later freehold purchases, which have been well discussed. What is new today?
    The charge added to the football club today asks more questions than it answers. 

    How is it legally valid if it contradicts the exdirectors loans?

    Of course this isn't a problem if they have been paid up, or given written permission, but @Airman Brown is saying he knows they haven't.
    I'm no lawyer but the 'directors' loans' are singled out in the new charge agreement as a 'permitted encumbrance.'

    If there is no change to the status of the 'directors' loans' why would written permission be necessary?


    'Permitted Encumbrance' is my new band name.
    RD’s loan to CAFC was probably unsecured because he owned everything anyway.

    ESI have bought the company CAFC with the existing lease and also the debt owed to Staprix The loan now needs to be secured with a charge over all the property leased to CAFC. Normally a lender will not allow any other creditor to have a separate charge on the same property ie an encumbrance to exercising the right to seize the mortgaged property in the event of default.

    The charge simply says the secured Director loans,
    which are a potential encumberance are exempt from this condition.  The terms of the Director loans would seem unaffected.

    Thanks for this clarification @Dippenhall. One thing I don't really get is, if Duchatelet still owns the freehold to the Valley and Sparrows Lane, why does he need a charge over the assets? After all, he owns them. 

    Because ESI have also taken on the debt to Staprix and it would be unsecured without Staprix registering their debenture/charge.
    @dippenhall what makes you think ESI have taken on the Starprix debt?
    I would suggest that the debt or part debt is the agreed purchase price.
  • Came on here to pay my respects to the dearly deceased as @blackpool72 did only to find that a late recovery had been made and an apparent new lease of life found. 
    Sorry for the next poor taste but it seems the administrators are threatening to turn this off and family members still feel there are signs of life. 
    The next 4 hours could be crucial.
This discussion has been closed.

Roland Out Forever!