It looks to me as if there is an effective mortgage to Staprix, which incorporates the old directors' loans as a 'permitted encumbrance,' for all the Club property ie The Valley, the training ground and other odds and sods. All the property is described as 'leasehold' so it seems as if Roland (via Staprix ultimately presumably) remains as the freeholder. Charlton Athletic Holdings Ltd still shows Duchatelet as having 75% or more significant control which would add credence to that theory.
What it is hard to tell, although I only skimmed it, is which entity now has legal title over the club 'leasehold property'. Anyone with access to land registry?
I have a free account with Nimbus Maps which has a feed which pulls through from LR I believe so you can see all owners of both f/h or long leasehold properties. I believe long leasehold is any lease over 7 years as this then has to be registered at land registry (although not 100% certain on that). There is no l/h visible at the valley except for one owner by O2 (which will simply be a mast). There are 3x freehold titles, all owned by Charlton Holdings.
So either, Nimbus Maps fees is not real time or the leasehold is less than 7 years I guess. I hope it is the former.
Posted this on another thread, is this an accurate synopsis or not?
- ESI have taken over the Football Club. They 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.
Posted this on another thread, is this an accurate synopsis or not?
- ESI have taken over the Football Club. They 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.
@Grapevine49 thanks for your post on the late takeover thread and expertise therein.
It makes sense that RD has essentially just ignored the ex-director charges and that they have no real recourse because they have suffered no loss.
However, I don't understand your argument, if I understand it correctly, that ESI have no legal relationship with the ex-director loans because those loans are to CAFC Ltd. It is the owners of CAFC Ltd that are liable to repay them when they fall due, and that is now ESI, notwithstanding the charges also fall on Baton and Holdings.
Secondly, although my working assumption was that there are no new leases, the new charge appears to state at schedule 1 that there are new leases in respect of the assets named, which basically cover everything.
The football club, ie CAFC ltd is owned by ESI having acquired the shares of CAFC Ltd. That's the key transaction, and apart from that NOTHING has changed in terms of who owns what.
CAFC Holdings has the freehold title and CAFC Ltd has a leasehold interest from CAFC Holdings in the Valley and Sparrows Lane paying a nominal rent to CAFC Holdings - same as before.
The Directors are owed money by CAFC Holdings Ltd. - same as before - not ESI and not CAFC Ltd.
The Directors' loans are not due to be repaid - same as before - their interests have not been prejudiced by the sale. What has changed for them is that the Staprix loan and their £7m are now secured on the same assets - before only their £7m debt was secured. if the realised value of the Valley and Sparrows Lane is sufficient to cover both it's not a problem - if not, it's a legal issue to be resolved.
What is relevant to understand is that if CAFC doesn't pay the rent or repay the loan to CAFC Holdings when required, the lease is cancelled and Staprix gets its money back by selling the Valley and Sparrows Lane. That is the crux of the risk faced until the freehold and leasehold interests are married under a single ultimate owner.
A guarantor is referred to in the Charge so Staprix is not relying on a loss making football business to repay the debt. So default is unlikely if, as might be assumed, the guarantor is a wealthy middle east Sheik - and a non-issue when the lender, the borrower, the club and the freeholder are all ultimately controlled by the same person.
Better we are where we are than perishing under the control of RD while all the complexities of the sale are finalised.
The football club, ie CAFC ltd is owned by ESI having acquired the shares of CAFC Ltd. That's the key transaction, and apart from that NOTHING has changed in terms of who owns what.
CAFC Holdings has the freehold title and CAFC Ltd has a leasehold interest from CAFC Holdings in the Valley and Sparrows Lane paying a nominal rent to CAFC Holdings - same as before.
The Directors are owed money by CAFC Holdings Ltd. - same as before - not ESI and not CAFC Ltd.
The Directors' loans are not due to be repaid - same as before - their interests have not been prejudiced by the sale. What has changed for them is that the Staprix loan and their £7m are now secured on the same assets - before only their £7m debt was secured. if the realised value of the Valley and Sparrows Lane is sufficient to cover both it's not a problem - if not, it's a legal issue to be resolved.
What is relevant to understand is that if CAFC doesn't pay the rent or repay the loan to CAFC Holdings when required, the lease is cancelled and Staprix gets its money back by selling the Valley and Sparrows Lane. That is the crux of the risk faced until the freehold and leasehold interests are married under a single ultimate owner.
A guarantor is referred to in the Charge so Staprix is not relying on a loss making football business to repay the debt. So default is unlikely if, as might be assumed, the guarantor is a wealthy middle east Sheik - and a non-issue when the lender, the borrower, the club and the freeholder are all ultimately controlled by the same person.
Better we are where we are than perishing under the control of RD while all the complexities of the sale are finalised.
Not according to the accounts. The loans were originally made to Charlton Athletic plc and novated to Charlton Athletic Football Company Limited, where they have appeared annually in the accounts ever since.
In addition there would have been no point in making loans to Holdings. All it does is collect the rent from CAFC Ltd.
My concern isn’t with the various charges, it’s with the acquisition.
At the time we were told it was done this way because buying Holdings would slow the deal down, and they wanted to have control of the football side over the transfer window. All good.
But why was buying Holding more complicated? The charges are there for all to see, and the land registry can easily be search to establish the ownership of the land. So why the delay? It sounded like there were searches/surveys that needed to be completed. If that’s the case, then whatever these are, they need to be completed and confirm whatever Roland assented to be true. If that’s not the case, there was no need to delay.
So what is it that needs to be confirmed, and what happens if the answer isn’t in line with Rolands assertion?
The football club, ie CAFC ltd is owned by ESI having acquired the shares of CAFC Ltd. That's the key transaction, and apart from that NOTHING has changed in terms of who owns what.
CAFC Holdings has the freehold title and CAFC Ltd has a leasehold interest from CAFC Holdings in the Valley and Sparrows Lane paying a nominal rent to CAFC Holdings - same as before.
The Directors are owed money by CAFC Holdings Ltd. - same as before - not ESI and not CAFC Ltd.
The Directors' loans are not due to be repaid - same as before - their interests have not been prejudiced by the sale. What has changed for them is that the Staprix loan and their £7m are now secured on the same assets - before only their £7m debt was secured. if the realised value of the Valley and Sparrows Lane is sufficient to cover both it's not a problem - if not, it's a legal issue to be resolved.
What is relevant to understand is that if CAFC doesn't pay the rent or repay the loan to CAFC Holdings when required, the lease is cancelled and Staprix gets its money back by selling the Valley and Sparrows Lane. That is the crux of the risk faced until the freehold and leasehold interests are married under a single ultimate owner.
A guarantor is referred to in the Charge so Staprix is not relying on a loss making football business to repay the debt. So default is unlikely if, as might be assumed, the guarantor is a wealthy middle east Sheik - and a non-issue when the lender, the borrower, the club and the freeholder are all ultimately controlled by the same person.
Better we are where we are than perishing under the control of RD while all the complexities of the sale are finalised.
Not according to the accounts. The loans were originally made to Charlton Athletic plc and novated to Charlton Athletic Football Company Limited, where they have appeared annually in the accounts ever since.
In addition there would have been no point in making loans to Holdings. All it does is collect the rent from CAFC Ltd.
Agreed, I should have said the liability for repaying the Directors under the charge is Holdings not ESI. If we assume CAFC repay the loan we can ignore the fact that the assets have been charged with the Staprix loan since the charge would never be triggered.
if CAFC don’t repay the Directors loans the assets which are charged to cover the debt are held by Holdings not ESI.
Details of the guarantor for the Staprix loan will be in the private loan agreement, not the public charge.
The guarantor could be ESI but it is not normal practice in the UK for parent companies to indemnify subsidiary company debts and lenders will naturally seek personal guarantees rather than corporate ones. Could be all directors of ESI are the guarantor but then would expect term would have been guarantors.
The football club, ie CAFC ltd is owned by ESI having acquired the shares of CAFC Ltd. That's the key transaction, and apart from that NOTHING has changed in terms of who owns what.
CAFC Holdings has the freehold title and CAFC Ltd has a leasehold interest from CAFC Holdings in the Valley and Sparrows Lane paying a nominal rent to CAFC Holdings - same as before.
The Directors are owed money by CAFC Holdings Ltd. - same as before - not ESI and not CAFC Ltd.
The Directors' loans are not due to be repaid - same as before - their interests have not been prejudiced by the sale. What has changed for them is that the Staprix loan and their £7m are now secured on the same assets - before only their £7m debt was secured. if the realised value of the Valley and Sparrows Lane is sufficient to cover both it's not a problem - if not, it's a legal issue to be resolved.
What is relevant to understand is that if CAFC doesn't pay the rent or repay the loan to CAFC Holdings when required, the lease is cancelled and Staprix gets its money back by selling the Valley and Sparrows Lane. That is the crux of the risk faced until the freehold and leasehold interests are married under a single ultimate owner.
A guarantor is referred to in the Charge so Staprix is not relying on a loss making football business to repay the debt. So default is unlikely if, as might be assumed, the guarantor is a wealthy middle east Sheik - and a non-issue when the lender, the borrower, the club and the freeholder are all ultimately controlled by the same person.
Better we are where we are than perishing under the control of RD while all the complexities of the sale are finalised.
Not according to the accounts. The loans were originally made to Charlton Athletic plc and novated to Charlton Athletic Football Company Limited, where they have appeared annually in the accounts ever since.
In addition there would have been no point in making loans to Holdings. All it does is collect the rent from CAFC Ltd.
Agreed, I should have said the liability for repaying the Directors under the charge is Holdings not ESI. If we assume CAFC repay the loan we can ignore the fact that the assets have been charged with the Staprix loan since the charge would never be triggered.
if CAFC don’t repay the Directors loans the assets which are charged to cover the debt are held by Holdings not ESI.
Details of the guarantor for the Staprix loan will be in the private loan agreement, not the public charge.
The guarantor could be ESI but it is not normal practice in the UK for parent companies to indemnify subsidiary company debts and lenders will naturally seek personal guarantees rather than corporate ones. Could be all directors of ESI are the guarantor but then would expect term would have been guarantors.
Hence we have a loan repayable to one entity which is now ultimately guaranteed against the freehold assets held by another which is separately owned and controlled, which is not what the ex-directors agreed and was presumably why their charges extended across all three companies, including Baton, and prohibit the fixed assets being the subject of a disposal without consent, including any new lease.
In addition we have an assertion in the new charge, albeit insubstantial and probably wrong, that Staprix now holds the first legal charge, as if it can just overwrite the original loan terms on a whim. That’s a bit like me taking a second mortgage on my house and telling the original lender to suck it up as the new loan unilaterally gets priority because I say so.
Is the power of attorney is just a
bit of harmless legaleese, or whether it means exactly what it says,
which would mean Douchatelet controls the expenditure.
We are in danger of driving ourselves nuts on the minutiae here.
Dippenhall addresses these issues far more succinctly than I but let me be clear my comments here are entirely speculative because we have absolutely no knowledge of the underlying transactions between ESI and Staprix NV.
I could fill three posts on the questions I could raise and then fill the same again on the matters arising.
Everywhere we look we are surrounded by "projects in progress".
We are trying to position the success of the end product when we do not know, in process terms, how far we are through the project. As some one suggested by musical reference "there are more questions than answers".
I understand peoples concerns but social media takes any uncertainty to extreme. Some are getting back into the realms of the "much maligned" Australians where there is no money at all. So who capitalised the business to the point of £21,494,704.00 and why?
I have dealt with the separation of debt and underlying security.
The sale of the club is not yet a complete transaction. I would argue it is at this stage in everyone's interests to let them people do their job and deliver to the business. If they do not deliver to the business then there are going to be seriously damaged reputations. It was ever thus.
What I fail to understand is why people try to position their expectations within some model environment. It is not the real world. It is most certainly not the real business world. WE know the background here. You do not clear 6yrs of unmitigated bollocks by pushing a button.
We do not know who pulled the trigger on the deal.
Would I have taken on the challenges of running an unstable, severely stretched under resourced business at a crucial time of the trading year while trying to complete an extensive and detailed purchase of the business assets? Not unless there were a compelling incentive to do so.
Do businesses regularly do these things sort of things? Surprisingly they do. Why? Unsurprisingly you do not get to determine when the market throws up a business opportunity.
Do ESI have the skill sets and resources to do the job? Probably. Do ESI have the skill sets and resources to do the job well? We will find out but I would far rather they focused on the job in hand than be diverted to handling the noise.
The project deadline is in the summer. That's it. In the meantime they have a business to run
In terms of the leasehold Airman I also referred to Schedule 1 of the debenture which references leases "on or about the date hereof". My understanding of such terms is, unless used in the pursuit of court proceedings, it is legal jargon. It is a generic descriptor.
If I had gone to the trouble of creating a "new lease" which materially differed from the original lease, with new specific financial obligations, I would, for the avoidance of doubt, expect to see specific reference to the date of any new lease.
It is certainly an assumption on my part. I have not crawled all over the debenture but if you have found specific details of a new lease then I am happy to defer to your position.
I fully respect the position of the ex directors and their contributions to the club.
The debenture references debts between Staprix NV and ESI with acknowledgements to the encumbrances in favour of certain ex directors. The debts are those due to Staprix NV.
In terms of communication at this stage my position is we simply do not know just how the outstanding liabilities registered against Charlton Athletic Football Club Limited in the accounts published in March 2019 (and likely to be published on March 2020 ) have been or are being handled within the transaction(s) between ESI and Staprix NV.
If the ongoing liability to the ex directors were an active debt either by way of structured repayment or on demand then naturally I would expect an "interim" dialogue between the debtor and creditor because it impacts on day to day trading.
It is not. It is a contingent liability. Its repayment is dependent on a performance criteria agreed before this administration was in place and unlikely to be fulfilled within this trading year. It is part of the financial furniture.
It does not make the furniture any less real or less worthy of respect but unless you wish to specifically remodel or replace it why would you not defer your position until you had completed your transaction to buy the building?
I fully accept the phased nature of the acquisition has presented an unfortunate position and the ex directors have been disrespected by the previous administration. I acknowledge it would be disappointing if it were to continue.
Such respect does not however mean I would necessarily wish to move beyond the current contingent liability. Certainly not at this stage. Circa£7mn is a sizeable up front sum to pay away with no discernible trading benefit. It is not debt I created.
If certain ex directors have indeed been led to have expectations which are not now being fulfilled it argues precisely to my point.
It is why you do not enter into such secondary discussions/ negotiations because you have no idea how the concurrent primary negotiations might need to be adjusted. You simply will not know your precise funding position until those primary negotiations have been finalised.
Crucially by opening such lines of communication you never know at what point the opportunity for the exchange of inappropriate information might arise. The deciding point is neither you or the ex directors get to decide what is or what is not inappropriate.
The disciplines are simple.
The ex director loans from the outset of the ESI discussions were always the responsibility of M. Duchatelet.
As it was with Slater, Jiminez and Cash before him, and with Mr Murray during his restructure of 2010.
It is clearly being positioned as ESIs' responsibility upon the completion of the transaction.
Today we are seen to be in an interim phase so technically until they are formally advised of the transference of the facility to the umbrella of the ESI corporate infrastructure the ex directors first point of call is Staprix NV.
I suggest any ex director seeking clarity is free to send the appropriate letter to the appropriate party.
Just who were people expecting to speak formally on matters affecting CHARLTON ATHLETIC FOOTBALL COMPANY LIMITED before these dates of appointment.
East Street Investments Limited was not registered as a person with significant control until 23 January 2020
Mr Tahnoon Al Nasirat was not registered as a director until 23 January 2020
Mr Jonathan Anthony Gerald Heller was not registered as a director until 23 January 2020
Mr Matthew Southall was not registered as a director until 23 January 2020
@Grapevine49 - your detailed response is appreciated, but you know very well Matt Southall has been acting as a director since January 2nd or before. He was, for example, negotiating a contract with senior employee Lee Bowyer and his agent. You can't have it both ways.
Like many of us, I would much prefer ESI had taken over everything, lock, stock & barrel, at the beginning of the year, and if the purchase of the freeholds is not completed by the summer I will be very unhappy, and again contemplating (wo)manning the barricades!
However, I am mindful of the judge's comments in the trial involving the Spivs, that the ownership of Charlton was far from transparent. When that came to light there were some who speculated on this forum that maybe RD didn't own what he thought he owned after all! So, it is quite possible that it could take ESI's lawyers up to 6 months to make sure they have sound title to the freeholds once they have completed the purchase. It is in the interest of the club to have certainty going forwards.
I may well be revising my opinion if the squad is not adequately strengthened by the end of the month, but currently I am prepared to give ESI the benefit of the doubt and support their decision to get control of the club in order to make use of the transfer window. Bowyer's contract is also a big plus. They are making the right noises about developments at Sparrows Lane and their plans for the Academy. But I will never be content until we are 100% free of Roland, and I see signs of ESI matching their words with actions.
Great, Matt's comments last Friday suggested that good Charlton fans like you and the other guys had been ignored and a lot of us ordinary fans didn't think that was fair. We appreciate what you and the other Deb holders have done for #cafc
I seem to remember David messaging (twitter?) that he travelled to the Middlesbough game and was impressed with Mat (his wife was also impressed for different reasons 😉).
I seem to remember David messaging (twitter?) that he travelled to the Middlesbough game and was impressed with Mat (his wife was also impressed for different reasons 😉).
Comments
So either, Nimbus Maps fees is not real time or the leasehold is less than 7 years I guess. I hope it is the former.
- ESI have taken over the Football Club. They 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?
It makes sense that RD has essentially just ignored the ex-director charges and that they have no real recourse because they have suffered no loss.
However, I don't understand your argument, if I understand it correctly, that ESI have no legal relationship with the ex-director loans because those loans are to CAFC Ltd. It is the owners of CAFC Ltd that are liable to repay them when they fall due, and that is now ESI, notwithstanding the charges also fall on Baton and Holdings.
Secondly, although my working assumption was that there are no new leases, the new charge appears to state at schedule 1 that there are new leases in respect of the assets named, which basically cover everything.
CAFC Holdings has the freehold title and CAFC Ltd has a leasehold interest from CAFC Holdings in the Valley and Sparrows Lane paying a nominal rent to CAFC Holdings - same as before.
The Directors are owed money by CAFC Holdings Ltd. - same as before - not ESI and not CAFC Ltd.
The Directors' loans are not due to be repaid - same as before - their interests have not been prejudiced by the sale. What has changed for them is that the Staprix loan and their £7m are now secured on the same assets - before only their £7m debt was secured. if the realised value of the Valley and Sparrows Lane is sufficient to cover both it's not a problem - if not, it's a legal issue to be resolved.
What is relevant to understand is that if CAFC doesn't pay the rent or repay the loan to CAFC Holdings when required, the lease is cancelled and Staprix gets its money back by selling the Valley and Sparrows Lane. That is the crux of the risk faced until the freehold and leasehold interests are married under a single ultimate owner.
A guarantor is referred to in the Charge so Staprix is not relying on a loss making football business to repay the debt. So default is unlikely if, as might be assumed, the guarantor is a wealthy middle east Sheik - and a non-issue when the lender, the borrower, the club and the freeholder are all ultimately controlled by the same person.
Better we are where we are than perishing under the control of RD while all the complexities of the sale are finalised.
I assume ( yes I know) that the unnamed guarantor isTahnoon Nimer.
Is it possible/unlikely/impossible for it to be anyone else?
Is it unusual for the guarantor not to be named?
In addition there would have been no point in making loans to Holdings. All it does is collect the rent from CAFC Ltd.
But why was buying Holding more complicated? The charges are there for all to see, and the land registry can easily be search to establish the ownership of the land. So why the delay? It sounded like there were searches/surveys that needed to be completed. If that’s the case, then whatever these are, they need to be completed and confirm whatever Roland assented to be true. If that’s not the case, there was no need to delay.
I'm willing to trust ESi on this until the 6month point passes.
if CAFC don’t repay the Directors loans the assets which are charged to cover the debt are held by Holdings not ESI.
Details of the guarantor for the Staprix loan will be in the private loan agreement, not the public charge.
The guarantor could be ESI but it is not normal practice in the UK for parent companies to indemnify subsidiary company debts and lenders will naturally seek personal guarantees rather than corporate ones. Could be all directors of ESI are the guarantor but then would expect term would have been guarantors.
In addition we have an assertion in the new charge, albeit insubstantial and probably wrong, that Staprix now holds the first legal charge, as if it can just overwrite the original loan terms on a whim. That’s a bit like me taking a second mortgage on my house and telling the original lender to suck it up as the new loan unilaterally gets priority because I say so.
We are in danger of driving ourselves nuts on the minutiae here.
Dippenhall addresses these issues far more succinctly than I but let me be clear my comments here are entirely speculative because we have absolutely no knowledge of the underlying transactions between ESI and Staprix NV.
I could fill three posts on the questions I could raise and then fill the same again on the matters arising.
Everywhere we look we are surrounded by "projects in progress".
We are trying to position the success of the end product when we do not know, in process terms, how far we are through the project. As some one suggested by musical reference "there are more questions than answers".
I understand peoples concerns but social media takes any uncertainty to extreme. Some are getting back into the realms of the "much maligned" Australians where there is no money at all. So who capitalised the business to the point of £21,494,704.00 and why?
I have dealt with the separation of debt and underlying security.
The sale of the club is not yet a complete transaction. I would argue it is at this stage in everyone's interests to let them people do their job and deliver to the business. If they do not deliver to the business then there are going to be seriously damaged reputations. It was ever thus.
What I fail to understand is why people try to position their expectations within some model environment. It is not the real world. It is most certainly not the real business world. WE know the background here. You do not clear 6yrs of unmitigated bollocks by pushing a button.
We do not know who pulled the trigger on the deal.
Would I have taken on the challenges of running an unstable, severely stretched under resourced business at a crucial time of the trading year while trying to complete an extensive and detailed purchase of the business assets? Not unless there were a compelling incentive to do so.
Do businesses regularly do these things sort of things? Surprisingly they do. Why? Unsurprisingly you do not get to determine when the market throws up a business opportunity.
Do ESI have the skill sets and resources to do the job? Probably. Do ESI have the skill sets and resources to do the job well? We will find out but I would far rather they focused on the job in hand than be diverted to handling the noise.
The project deadline is in the summer. That's it. In the meantime they have a business to run
In terms of the leasehold Airman I also referred to Schedule 1 of the debenture which references leases "on or about the date hereof". My understanding of such terms is, unless used in the pursuit of court proceedings, it is legal jargon. It is a generic descriptor.
If I had gone to the trouble of creating a "new lease" which materially differed from the original lease, with new specific financial obligations, I would, for the avoidance of doubt, expect to see specific reference to the date of any new lease.
It is certainly an assumption on my part. I have not crawled all over the debenture but if you have found specific details of a new lease then I am happy to defer to your position.
I fully respect the position of the ex directors and their contributions to the club.
The debenture references debts between Staprix NV and ESI with acknowledgements to the encumbrances in favour of certain ex directors. The debts are those due to Staprix NV.
In terms of communication at this stage my position is we simply do not know just how the outstanding liabilities registered against Charlton Athletic Football Club Limited in the accounts published in March 2019 (and likely to be published on March 2020 ) have been or are being handled within the transaction(s) between ESI and Staprix NV.
If the ongoing liability to the ex directors were an active debt either by way of structured repayment or on demand then naturally I would expect an "interim" dialogue between the debtor and creditor because it impacts on day to day trading.
It is not. It is a contingent liability. Its repayment is dependent on a performance criteria agreed before this administration was in place and unlikely to be fulfilled within this trading year. It is part of the financial furniture.
It does not make the furniture any less real or less worthy of respect but unless you wish to specifically remodel or replace it why would you not defer your position until you had completed your transaction to buy the building?
I fully accept the phased nature of the acquisition has presented an unfortunate position and the ex directors have been disrespected by the previous administration. I acknowledge it would be disappointing if it were to continue.
Such respect does not however mean I would necessarily wish to move beyond the current contingent liability. Certainly not at this stage. Circa£7mn is a sizeable up front sum to pay away with no discernible trading benefit. It is not debt I created.
If certain ex directors have indeed been led to have expectations which are not now being fulfilled it argues precisely to my point.
It is why you do not enter into such secondary discussions/ negotiations because you have no idea how the concurrent primary negotiations might need to be adjusted. You simply will not know your precise funding position until those primary negotiations have been finalised.
Crucially by opening such lines of communication you never know at what point the opportunity for the exchange of inappropriate information might arise. The deciding point is neither you or the ex directors get to decide what is or what is not inappropriate.
The disciplines are simple.
The ex director loans from the outset of the ESI discussions were always the responsibility of M. Duchatelet.
As it was with Slater, Jiminez and Cash before him, and with Mr Murray during his restructure of 2010.
It is clearly being positioned as ESIs' responsibility upon the completion of the transaction.
Today we are seen to be in an interim phase so technically until they are formally advised of the transference of the facility to the umbrella of the ESI corporate infrastructure the ex directors first point of call is Staprix NV.
I suggest any ex director seeking clarity is free to send the appropriate letter to the appropriate party.
Just who were people expecting to speak formally on matters affecting CHARLTON ATHLETIC FOOTBALL COMPANY LIMITED before these dates of appointment.
East Street Investments Limited was not registered as a person with significant control until 23 January 2020
Mr Tahnoon Al Nasirat was not registered as a director until 23 January 2020
Mr Jonathan Anthony Gerald Heller was not registered as a director until 23 January 2020
Mr Matthew Southall was not registered as a director until 23 January 2020
That's what I was going to say.
That's what i was going to say.
However, I am mindful of the judge's comments in the trial involving the Spivs, that the ownership of Charlton was far from transparent. When that came to light there were some who speculated on this forum that maybe RD didn't own what he thought he owned after all! So, it is quite possible that it could take ESI's lawyers up to 6 months to make sure they have sound title to the freeholds once they have completed the purchase. It is in the interest of the club to have certainty going forwards.
I may well be revising my opinion if the squad is not adequately strengthened by the end of the month, but currently I am prepared to give ESI the benefit of the doubt and support their decision to get control of the club in order to make use of the transfer window. Bowyer's contract is also a big plus. They are making the right noises about developments at Sparrows Lane and their plans for the Academy. But I will never be content until we are 100% free of Roland, and I see signs of ESI matching their words with actions.
Although that doesn't tally with putting up a sign about first charge, but I'll let that go
Hope I got this right 😀.
: - )