I’m assuming that the lawyers are not going to be unaware of the existing charges and have decided to ignore their provisions on the basis that the most they can cost is £7m in a hypothetical insolvency in which any of them come into play.
There is still the issue that the ex-directors were told one thing and are now hearing second hand a contradictory account from ESI. There may be a calculation going on that they won’t sue so can be ignored?
Who would they sue, if they wanted to, RD or ESI, or both? Any dispute legally lodged could hold things up couldn't it? This also brings into question how effective the ACV is/was/will be.
From a local government perspective I would say the ACV is pretty meaningless, especially on assets of the value of The Valley.
At the risk of alienating "he who must be obeyed" by re booting this thread I did pose the thought after Weegies' excellent interview just how many layers do we have to peel back?
Indeed I was not going to post on the topic of ownership of The Valley and Sparrows Lane because of the content of her interview.
The key message was the completion of the purchase is scheduled for the summer.
IF YOU ARE HAPPY WITH THAT STATEMENT YOU NEED READ NO FURTHER
Otherwise this is going to be painful.
Firstly much as I appreciate the comments on another thread regarding certain responses to certain tweets on ownership of The Valley I regret to inform you the terms and conditions of the deal and all related matters are governed by the confidentiality of the non disclosure included with sales/purchase agreement between ESI and Staprix NV.
The sales/ purchase agreement we are advised remains active.
Thus, no matter what party purports to be involved, formal or informal, they are governed by the above. I will return to this later.
Thus even after the Supporters Meeting there was never likely to be enough detail to form an accurate opinion.
The development today details the debenture registered against ESI to reflect a liability to Staprix NV.
As with the rest of the nature of the deal we have no knowledge of what such liability might represent.
Thus the following is purely speculative
The concerns expressed were/ are over: - the long term tenure of the club at The Valley and Sparrows Lane - the impact of the liens held by the ex directors debentures
ESI stated they had bought Charlton Athletic Football Club.
With the associated corporate acquisition comes the leasehold to The Valley. There is no indication there is a new lease.
They can legitimately argue with such leasehold they have ownership of The Valley.
As at the 31st December 2019 Charlton Athletic Football Club Limited had leasehold ownership of The Valley granted by Charlton Athletic Holdings Limited.
The EFL ratified their approval of ESI on 2 January 2020.
As at the 3rd January 2020 Charlton Athletic Football Club Limited had leasehold ownership of The Valley granted by Charlton Athletic Holdings Limited.
ESI by buying the club has taken over the lease created when Mr Murray formed the new corporate structure under Baton 2010 Ltd.
The very schedule of the debentures evidenced today confirms the ownerships of such leases.
In such terms, the legal position of the tenure of Charlton Athletic Football Club Limited has not changed.
Under the corporate structure created by Mr Murray the freeholds to such leaseholds belong to Charlton Athletic Holdings Limited.
What are the terms and conditions of the leaseholds? I have not a clue.
As the lessee and the lessor were (and we are assured will return) under common ownership they have probably not ever received the attention they deserved.
At the point of their creation Charlton Athletic Football Club Limited and Charlton Athletic Holdings Limited were both owned by Baton 2010 Ltd.
Thus the leaseholds granted by Charlton Athletic Holdings Limited represents part of the freehold and leasehold assets of Baton 2010 Ltd. They are evidenced (with value) within the Baton 2010 Ltd first published accounts.
It is here where the Airman questions arise.
The assets of Baton 2010 Limited are subject to debentures to multiple ex directors.
Airman queries how can any assets therefore be transferred out of the ownership of Baton 2010 Limited without ex director prior approval.
Unless there a legal agreement and/or mechanism and or definition I am not aware of logically they cannot.
However here is where we move into the international positioning of contract law.
Airman has commented on several occasions about M. Duchatelet's (MD) disregard of the ex directors liens. We have even seen suggestions he almost totally disregarded their existence at the time of completing Staprix NV due diligence.
I spent 29yrs with High Street Bank legal documentation. Much of it was standard tried and tested forms of charge over sundry assets. It was deemed water tight security. Of course when push comes to shove it is both an inefficient way and costly way to get your money back in the event of default.
For the last 15yrs I was sat with the banks corporate lawyers as they constructed a multitude of bespoke legal agreements to facilitate a working agreement with other legal entities, many of whom were based overseas. The object of the exercise was to establish a viable commercial relationship with a clear definable risk in the event the relationship did not work.
Fast forward to 10yrs working for a Dallas based company sitting alongside US corporate lawyers whose entire focus was how can we and how much will it cost to walk away from the contract, the deal, any deal?
The ethos was contracts were there to be broken. If you have ever worked in an "Employment at Will" state in the US you will know the corporate attitude in play.
So if you view there are questions to be answered the challenge for ex directors is four fold.
1. The primary contract with Baton 2010 Limited is in respect of a debt to repaid conditional upon the Football Club securing a return to the Premier League.
2. The liens placed against Baton assets are of a secondary consideration. i.e. you have to "prove the debt" in court before you are entitled to address the assets in question. You do not have automatic right to the asset as the method of repayment of the debt. The debtor may offer alternative means of settlement to the court.
3. The terms for default of the primary consideration (the repayment of the debt) have not been triggered. i.e. Baton 2010 Ltd has not defaulted on the debt - indeed it cannot until such time as the club has reached the PL. I suggest Baton 2010 Ltd at this time will position, based upon the increased revenues to be received, it would never default.
4. The perceived separation of debt from the assets, created by the sale to ESI, is transitory. i.e. there is a binding commitment between Staprix NV and ESI for the previously established framework of debt and assets to be restored within a 6 month period.
Indeed the revelation today registers in the interim Staprix NV have effected a debenture against the assets of ESI. Thus by incurring the cost of the ESI debenture both parties could argue they have acted in good faith to protect the interests of the ex-directors during this interim phase.
So while the ex directors can legitimately query the "apparent" amendment to the leasehold assets of Baton 2010 Ltd what is their cause for action? What financial damage have they been caused?
Arguably there is none. It is the equivalent of somebody running a red light in a car about to collide with your car. The car driver in running the red light has breached their contract of driving on the road. However you have no action in law until he/ she actually collides his/her vehicle with you/ your vehicle whereon you have action for damages.
In this scenario not only is there not a cause for action there is a specified time limited contract for remedy and an "interim" lien infrastructure with ESI to reflect the original ex director liens with Baton 2010 Ltd.
Tedious stuff but that is my "brain dump".
All of this should become mute upon the ESI purchase of the freehold of The Valley and Sparrows Lane.
I admit I would love to see the legal contract constructed between ESI and Staprix NV to complete such purchases.
The key message was the completion of the purchase is scheduled for the summer.
One final point I will address is the expectation people have "carte blanche" to talk to all and sundry on the basis of their involvement or intended involvement with the club in any capacity. They do not. We had the same debate over the Australians.
One of the most common failings in such matters even within the world of corporate lawyers is the area of a conflict of interest.
Legal contracts clearly define peoples roles and responsibilities. They follow defined relationships.
Bizarre though it may seem, all of the ex-director stuff above AT THIS POINT, where Staprix NV appear to have stated how they have chosen to deal with THEIR legal position, has nothing to do with ESI. So no matter whatever informal contact, no matter MDs' position on his responsibilities ESI have no direct legal relationship with the ex directors.
Any party who is governed by a formal contract of sale/ purchase attempting to speak directly to a creditor of the other party needs their bumps felt. It has conflict of interest possibilities written all over it.
It is not for ESI or any interested party who does not maintain a contractual, commercial or legal relationship with these individuals to hold any conversation beyond the due diligence of "Has your lien been settled?"
To reiterate
ESI's legal relationships are with the representatives of M. Duchatelet.
The ex directors legal relationships are with the representatives of M. Duchatelet.
Once the full purchase is completed then ESI are in a position to manage their relationship with the ex directors.
My final contribution bar one to this thread . I hope.
- ESI now hold the leasehold for the football club, and with it the ‘EFL Golden Share’. The Football Club company now has ESI with significant control and Roland / Murray resigned. Likely only paid a nominal fee at this stage.
- Roland still holds the freehold of the ground / training ground. ESI most likely paying a peppercorn rent for now. ESI have a purchase agreement in place to be activated within the next 6 months.
- Roland has now put a charge against some assets. These fall second in line to the existing Directors loans charge. These are most likely some insurance play should ESI welch on their agreed purchase order, or the outstanding amt he is due from the sale.
- There is a question on whether this new charge is what it seems or carries its validity given the position of the existing charge, lack of notification to first charge holders.
- ESI now hold the leasehold for the football club, and with it the ‘EFL Golden Share’. The Football Club company now has ESI with significant control and Roland / Murray resigned. Likely only paid a nominal fee at this stage.
- Roland still holds the freehold of the ground / training ground. ESI most likely paying a peppercorn rent for now. ESI have a purchase agreement in place to be activated within the next 6 months.
- Roland has now put a charge against some assets. These fall second in line to the existing Directors loans charge. These are most likely some insurance play should ESI welch on their agreed purchase order, or the outstanding amt he is due from the sale.
- There is a question on whether this new charge is what it seems or carries its validity given the position of the existing charge, lack of notification to first charge holders.
is that correct?
Near enough, I think
Despite my concerns it doesn't appear to be that much of a problem IF they all go through with the purchase as agreed. But Roland is far from gone. As it stands.
I think what the last 2 or 3 pages of this thread has proved is that, a little / no knowledge, is a dangerous thing. Between ESI and RD's "people" there's been some sort of arrangement that the deal will be done over a set time (6 months???).
Honestly think it's best to wait and see what comes out in the wash. Still maintain that the Organ Grinder's at the top of ESI come from good stock and know what they're doing.
Just sitting round with the family, pressing F5 repeatedly for the last time on this thread. It's quiet here, oh what will we do. Every now and then we think of a gif, a pun or a 'done deal'. All the best takeover thread, it's been a slice.
I've been through the 5 stages of grief in the past 2 days since the announcement.
I am now resigned to the fact that this thread will no longer be part of my life in a matter of a few minutes.
I have taken a moment to reflect on the times we have had both good and bad. The false dawn of KM resigning leading us to believe it was near! The final cry of IOTOS as it was finally announced from the blue. The celebrations. It was beautiful.
In my mind the takeover isn’t truly done until the same person owns the club, ground and training ground - they (particularly the first two) are indivisible.
Comments
At the risk of alienating "he who must be obeyed" by re booting this thread I did pose the thought after Weegies' excellent interview just how many layers do we have to peel back?
Indeed I was not going to post on the topic of ownership of The Valley and Sparrows Lane because of the content of her interview.
The key message was the completion of the purchase is scheduled for the summer.
IF YOU ARE HAPPY WITH THAT STATEMENT YOU NEED READ NO FURTHER
Otherwise this is going to be painful.
Firstly much as I appreciate the comments on another thread regarding certain responses to certain tweets on ownership of The Valley I regret to inform you the terms and conditions of the deal and all related matters are governed by the confidentiality of the non disclosure included with sales/purchase agreement between ESI and Staprix NV.
The sales/ purchase agreement we are advised remains active.
Thus, no matter what party purports to be involved, formal or informal, they are governed by the above. I will return to this later.
Thus even after the Supporters Meeting there was never likely to be enough detail to form an accurate opinion.
The development today details the debenture registered against ESI to reflect a liability to Staprix NV.
As with the rest of the nature of the deal we have no knowledge of what such liability might represent.
Thus the following is purely speculative
The concerns expressed were/ are over:
- the long term tenure of the club at The Valley and Sparrows Lane
- the impact of the liens held by the ex directors debentures
ESI stated they had bought Charlton Athletic Football Club.
With the associated corporate acquisition comes the leasehold to The Valley. There is no indication there is a new lease.
They can legitimately argue with such leasehold they have ownership of The Valley.
As at the 31st December 2019 Charlton Athletic Football Club Limited had leasehold ownership of The Valley granted by Charlton Athletic Holdings Limited.
The EFL ratified their approval of ESI on 2 January 2020.
As at the 3rd January 2020 Charlton Athletic Football Club Limited had leasehold ownership of The Valley granted by Charlton Athletic Holdings Limited.
ESI by buying the club has taken over the lease created when Mr Murray formed the new corporate structure under Baton 2010 Ltd.
The very schedule of the debentures evidenced today confirms the ownerships of such leases.
In such terms, the legal position of the tenure of Charlton Athletic Football Club Limited has not changed.
Under the corporate structure created by Mr Murray the freeholds to such leaseholds belong to Charlton Athletic Holdings Limited.
What are the terms and conditions of the leaseholds? I have not a clue.
As the lessee and the lessor were (and we are assured will return) under common ownership they have probably not ever received the attention they deserved.
At the point of their creation Charlton Athletic Football Club Limited and Charlton Athletic Holdings Limited were both owned by Baton 2010 Ltd.
Thus the leaseholds granted by Charlton Athletic Holdings Limited represents part of the freehold and leasehold assets of Baton 2010 Ltd. They are evidenced (with value) within the Baton 2010 Ltd first published accounts.
It is here where the Airman questions arise.
The assets of Baton 2010 Limited are subject to debentures to multiple ex directors.
Airman queries how can any assets therefore be transferred out of the ownership of Baton 2010 Limited without ex director prior approval.
Unless there a legal agreement and/or mechanism and or definition I am not aware of logically they cannot.
However here is where we move into the international positioning of contract law.
Airman has commented on several occasions about M. Duchatelet's (MD) disregard of the ex directors liens. We have even seen suggestions he almost totally disregarded their existence at the time of completing Staprix NV due diligence.
I spent 29yrs with High Street Bank legal documentation. Much of it was standard tried and tested forms of charge over sundry assets. It was deemed water tight security. Of course when push comes to shove it is both an inefficient way and costly way to get your money back in the event of default.
For the last 15yrs I was sat with the banks corporate lawyers as they constructed a multitude of bespoke legal agreements to facilitate a working agreement with other legal entities, many of whom were based overseas. The object of the exercise was to establish a viable commercial relationship with a clear definable risk in the event the relationship did not work.
Fast forward to 10yrs working for a Dallas based company sitting alongside US corporate lawyers whose entire focus was how can we and how much will it cost to walk away from the contract, the deal, any deal?
The ethos was contracts were there to be broken. If you have ever worked in an "Employment at Will" state in the US you will know the corporate attitude in play.
So if you view there are questions to be answered the challenge for ex directors is four fold.
1. The primary contract with Baton 2010 Limited is in respect of a debt to repaid conditional upon the Football Club securing a return to the Premier League.
2. The liens placed against Baton assets are of a secondary consideration. i.e. you have to "prove the debt" in court before you are entitled to address the assets in question. You do not have automatic right to the asset as the method of repayment of the debt. The debtor may offer alternative means of settlement to the court.
3. The terms for default of the primary consideration (the repayment of the debt) have not been triggered. i.e. Baton 2010 Ltd has not defaulted on the debt - indeed it cannot until such time as the club has reached the PL. I suggest Baton 2010 Ltd at this time will position, based upon the increased revenues to be received, it would never default.
4. The perceived separation of debt from the assets, created by the sale to ESI, is transitory. i.e. there is a binding commitment between Staprix NV and ESI for the previously established framework of debt and assets to be restored within a 6 month period.
Indeed the revelation today registers in the interim Staprix NV have effected a debenture against the assets of ESI. Thus by incurring the cost of the ESI debenture both parties could argue they have acted in good faith to protect the interests of the ex-directors during this interim phase.
So while the ex directors can legitimately query the "apparent" amendment to the leasehold assets of Baton 2010 Ltd what is their cause for action? What financial damage have they been caused?
Arguably there is none. It is the equivalent of somebody running a red light in a car about to collide with your car. The car driver in running the red light has breached their contract of driving on the road. However you have no action in law until he/ she actually collides his/her vehicle with you/ your vehicle whereon you have action for damages.
In this scenario not only is there not a cause for action there is a specified time limited contract for remedy and an "interim" lien infrastructure with ESI to reflect the original ex director liens with Baton 2010 Ltd.
Tedious stuff but that is my "brain dump".
All of this should become mute upon the ESI purchase of the freehold of The Valley and Sparrows Lane.
I admit I would love to see the legal contract constructed between ESI and Staprix NV to complete such purchases.
The key message was the completion of the purchase is scheduled for the summer.
One final point I will address is the expectation people have "carte blanche" to talk to all and sundry on the basis of their involvement or intended involvement with the club in any capacity. They do not. We had the same debate over the Australians.
One of the most common failings in such matters even within the world of corporate lawyers is the area of a conflict of interest.
Legal contracts clearly define peoples roles and responsibilities. They follow defined relationships.
Bizarre though it may seem, all of the ex-director stuff above AT THIS POINT, where Staprix NV appear to have stated how they have chosen to deal with THEIR legal position, has nothing to do with ESI. So no matter whatever informal contact, no matter MDs' position on his responsibilities ESI have no direct legal relationship with the ex directors.
Any party who is governed by a formal contract of sale/ purchase attempting to speak directly to a creditor of the other party needs their bumps felt. It has conflict of interest possibilities written all over it.
It is not for ESI or any interested party who does not maintain a contractual, commercial or legal relationship with these individuals to hold any conversation beyond the due diligence of "Has your lien been settled?"
To reiterate
ESI's legal relationships are with the representatives of M. Duchatelet.
The ex directors legal relationships are with the representatives of M. Duchatelet.
Once the full purchase is completed then ESI are in a position to manage their relationship with the ex directors.
My final contribution bar one to this thread . I hope.
- ESI now hold the leasehold for the football club, and with it the ‘EFL Golden Share’. The Football Club company now has ESI with significant control and Roland / Murray resigned. Likely only paid a nominal fee at this stage.
- Roland still holds the freehold of the ground / training ground. ESI most likely paying a peppercorn rent for now. ESI have a purchase agreement in place to be activated within the next 6 months.
- Roland has now put a charge against some assets. These fall second in line to the existing Directors loans charge. These are most likely some insurance play should ESI welch on their agreed purchase order, or the outstanding amt he is due from the sale.
- There is a question on whether this new charge is what it seems or carries its validity given the position of the existing charge, lack of notification to first charge holders.
is that correct?
Despite my concerns it doesn't appear to be that much of a problem IF they all go through with the purchase as agreed. But Roland is far from gone. As it stands.
Honestly think it's best to wait and see what comes out in the wash. Still maintain that the Organ Grinder's at the top of ESI come from good stock and know what they're doing.
By the way despite Airmans understandable transitory concerns can I just say, though there a journey to travel here - I am still rather pleased
I am now resigned to the fact that this thread will no longer be part of my life in a matter of a few minutes.
I have taken a moment to reflect on the times we have had both good and bad. The false dawn of KM resigning leading us to believe it was near! The final cry of IOTOS as it was finally announced from the blue. The celebrations. It was beautiful.
Goodbye my old friend goodbye.
Wherever you are sinking down our forum, you will always have a place in our hearts
The alpha and the omega.
Fin.