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Potential new owners

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  • I know nothing of the charge authorisation process and whether/not it was conducted in a proper manner but surely it should not be a surprise that there are charges on AP. Any lender needs security for a loan. The only surprise for me regarding this latest charge is the choice of lender/s.

  • I think the minutes are published here:

    https://www.wycombewanderers.co.uk/fans/fans-council/

    The last one I can see relates to September so maybe it needs updating.

    Like Lord Mandeville I don't understand the surprise that the Americans would have a charge against the stadium for their loan?

  • No it cannot be a surprise a charge has been made BUT its how we got here in the first place is the bigger question and more importantly what we do if we reject their majority stake as the loan will have to be paid back and given we are saying we cannot carry on as we are, how is that going to happen? Personally I feel a gun will be held to my head saying accept this deal or we are doomed. At the start of the season we would have had a budget, what went so wrong that we needed to take the loan? Did we gamble hoping for football fortune in the cups that did not come off. Why were we not told this months ago that unless we have a cup run we will need to sell the club....just feels like we are not being given all the facts. I would really like to know if all the trust directors are happy with the direction of travel here.

  • I am making no judgement on whether putting up Adams Park as security against a loan was a necessary or desirable thing to do at this time or on the choice of lender. I don't have information and facts available to enable me to judge. What I am curious about, though, is whether this is actually permitted without a Legacy Member resolution being passed to allow it.

    I am assuming (I will happily stand corrected if I have this wrong) that this charge is similar to a standard mortgage on a house. That being the case, default on repayment to the lender will result in the lender claiming full ownership of the property that has been put up as security; in this case Adams Park.

    Trust rules state that any decision to sell, transfer or otherwise dispose of Adams Park is supposed to be subject to passing of a Legacy Members resolution. If it is the case that now, with this charge in place, default on payment will result in transfer of Adams Park to the lender with nothing that Legacy Members can do about it, then should there not have been a Legacy Members vote on whether ownership of Adams Park should be risked in this manner? Or was there a big hole in the Trust rules regarding ownership of Adams Park that many members may have been unaware of, providing a means by which ownership may be transferred, through default on loan repayments, without Legacy Member approval?

  • While I am going to try to be a good boy and persuade myself not to post on this subject any more until the details of the proposal are out, I couldn't resist commentating here.

    While normally I am reasonably competent at reading legal documents, that one does seem particularly unintelligible and I am struggling to interpret what rights it gives the lenders in the event of default.

    IF (note IF) though, its effect is that it does result in ownership of the building passing to lenders in event of default (or give lenders right to force it to be sold) then I have to say that unlike @DJWYC14 and others above, I am very surprised indeed that such security may have been given.

    While to be honest I see the importance of the stadium ownership separation as being more symbolic than practical, that really isn't the point. The deal was sold very clearly as being football club only, the stadium is not involved and stays in Trust ownership. IF ownership changes without Trust veto if a debt is defaulted on, that statement simply isn't true.

  • We could discuss this aswell at council tonight
    Yes or no?

  • I am glad that others have joined the dots between the new charge on FALL and it's possible consequence for our football club.
    Can anyone confirm the structure between WWFC, The Trust and FALL?
    From memory FALL owns Adams Park and the infracture within and it was deliberately structured so that anyone acquiring ownership of WWFC did not own Adams Park..
    With charges on both WWFC and Adams Park in the name of Luby and Collis it seems to me that there is at least a possibility that the heritage which the Trust fought so hard to protect (Adams Park) could now be lost.

  • @DevC - If you want clarification on the effect of the American's charge on Adams Park and the authorisation thereof, may I respecfully suggest that you contact a Board Director direct. This is not the appropriate place to raise such matters!

  • This is indeed an concerning development if correct.

    Clearly secured loans need something to secure against, but that AP is even being spoken about is a cause for concern.

  • It's not just being spoken about, it has quite evidently been used as security against the loan which is rather scandalous isn't it? If the trust were willing to use the ground as security, it further begs the question why they felt bound to choose these specific lenders...

  • What disappoints me most is the lack of honesty shown by the Board in this transaction.

    I am increasingly convinced that Trust Members were duped at that September meeting where we tentatively agreed for the Board to investigate and come back to us on minority and majority ownership options. Days later the Bucks Free Press carries headlines that Fans had agreed a to a takeover. Just weeks later and without reference to Trust Members we take a loan from the Americans. Now it appears that loan came with the proviso that they also hold a first charge on Adams Park.

    If anyone would like an insight into how this will work out then consider the following:

    1. The Americans do not get their 75% vote

    2. We then fall into default on the loan they have generously given us

    3. They then take Adams Park as part of a debt recovery process

    These guys are not idiots and have clearly done their homework. They turn a profit when they see an opportunity and they have a business model which works.

    https://www.thestreet.com/story/13178205/1/how-to-score-major-league-returns-investing-in-minor-league-baseball.html

    What I would like to know is why Trust Membership were not advised of the requirement to hold a first charge on Adams Park ? No mention, nothing. There is no way that loan would have been agreed. The only thing we have consistently been told month after month is that Adams Park is not on the agenda and not at risk.

    We have of course been here before where Supporters have been deliberately kept in the dark. It was called the Great Training Ground Robbery. They got away with it then but it should not happen now.

    I want to see the following:

    1. The Trust Board to sack ALL of the Main Board who I hold wholly responsible for this mess

    2. The Americans dumped

    For the benefit of @devc I am not opposed to external investment. Clearly we do need outside help. I am however opposed to a lack of honesty and transparency which is what has happened here. If the vote does go ahead on the 28th (seriously, is there any point ?) the Americans will not be getting my vote.

    Anyone got a Yellow Vest ?

  • Can't see Stroud sacking himself!

    We can't "dump" the Americans because they now have us by the short and curlies.

  • I've got no idea how FALL is supposed to work or what procedures they have to follow, but we shouldn’t find this out because someone takes the time to trawl thru the Companies House website...

  • @mooneyman said:
    Can't see Stroud sacking himself!

    We can't "dump" the Americans because they now have us by the short and curlies.

    The Chairman won't sack himself but the Trust Board can remove him.

    The Trust Board better have some pretty good excuses if the Andrew Harman bid is not put to Members.

  • To be perfectly honest.... I now have no trust in the the board whatsoever now, I know people won't agree but whatever.... everything, starting with last year "Yeah we're fine and everything is looking good" to what they now say about losing so much money a year. It is either complete incompetence or was a complete lie. No transparency, and now all this.

  • edited January 2019

    But there is no Harman bid to date. I thought Stroud was chairman of both Boards hence he won't sack himself.

  • I have been trying to understand the implications of the Luby & Collis Charge document, but the legalise is difficult to understand, and does not spell out the consequences of a default.

    If I understand correctly, from limited searching, the lender only has the 'power of sale' to recover debt on the default of a loan, rather than directly acquiring ownership. If it was put up for sale, presumably only aspiring football club owners would be interested in buying, if redevelopment was not possible.

    There are two other outstanding charges on Adams Park, taken out by Sandra Kane in 2012 and Chairboy Funders Ltd in 2013. Where do they fit in, in any potential sale?

    I may have got this all wrong, where's a property lawyer when you want one?

  • Time to polish the pitchfork for tonight’s meeting it seems.

  • @Steve Peart The other charges(prior Charges) I believe take priority and have completion dates already arranged. I am not a Property lawyer.

  • edited January 2019

    Just worth making a couple more points here.

    As far as I can see, the Americans have done absolutely nothing wrong here.

    They have offered to buy a majority share in a business

    With no certainty of whether that offer would ultimately be accepted, they have subsequently been asked to loan (presumably urgently needed) cash to that business.

    They have done so ( reluctantly?) with no control over the ownership of that business and if their bid is rejected, no control over whether they are repaid their money from a business presumably currently in significant financial trouble (hence the need for loans)

    it doesn't seem unreasonable in those circumstances for the Americans to ask for some security on getting their loan repaid if the deal does not go through..

    The Trust board MAY well have done nothing actually wrong here

    it appears cash was desperately needed (although questions could fairly be asked about how that situation occurred) and frankly the list of people prepared to loan that money is likely to have been extremely short. Frankly it is likely they had little choice.

    we do not know what the terms are for repayment of those loans if the Americans do not gain control - they may be onerous, they may not be.

    As I said above and @Steve_Peart says too, the rights under the charge in the event of default are extremely difficult to decipher even by the standards of legal documents.

    In practice it is not clear, depending on the remedies the charge gives, whether this charge is highly significant or a relatively minor curiosity, no more significant than the other two charges already in place.

    The trust definitely has communicated extremely badly

    They must know that this is an extremely sensitive subject for many supporters and many of the electorate that will decide the bid. They must have known that once the charge was registered at Co House, it is public knowledge and knowledge of it would be very likely be widespread very quickly. So why on earth FFS not communicate what it is, what the implications are, why it was done, why there is nothing to worry about from this even if the bid fails rather than allow the information to come out in an uncontrolled way and allow people to form their own possibly ill-informed conclusions.

    By mismanaging communication, I fear they have made an already difficult task to get approval for this deal yet harder. In so doing they may have seriously jeopardised the future of the club.

  • @DevC said:

    "It appears cash was desperately needed (although questions could fairly be asked about how that situation occurred) and frankly the list of people prepared to loan that money is likely to have been extremely short. Frankly it is likely they had little choice."

    I would suggest that the list referred to was indeed extremely short - simply because no other parties were approached. I would like to be proved wrong on this point.

  • I suspect that is unfair @LordMandeville . The list of options to loan money to a cash starved asset poor business is invariably short. Of course had the matter been properly communicated rather than allowed to emerge without explanation, we would not have to speculate.

  • I’m concerned we going to be given an option of giving the Americans ownership or going to the wall, losing A.P or something else horrific fait accompli

  • I agree with your last sentence @DevC

  • So we might have new owners of the club, if we vote for Luby & Collis. They would then have control of paying the rent to FALL (which is FALL's only source of income).
    Okay, the charge over Adams Park may be nothing more than Luby & Collis protecting their investment. But if you can't see how that scenario may play out with the club owners withholding payment of the rent to FALL while simultaneously demanding payment of monies due to them from FALL so as to force a firesale of Adams Park you must never have read about what happened to Coventry City and how they ended up as tenants of Wasps at The Ricoh Arena.
    I'm sure if asked at any meeting Luby & Collis will say the above scenario is preposterous.
    However, I remember Steve Hayes telling us it was his money he was spending and we had nothing to worry about ....

  • Surely even in the event of a no vote (and let's face it a NO on the Gasroom does not necessarily mean there will be!) it is not inevitable we will default on the loan and therefore lose AP for a song...but the process re-opens and the yanks just become creditors until we find the right crazed billionaire with nothing better to do with their money. Or another consortium. Or the US fun-seeking duo make another - better - offer. Or Andy Harman steps up. I agree that communication has been appalling. It's almost like they don't know us at all...

  • It would seem to be very amateur if not negligent or purposely harmful for us to possibly end up no longer fan owned (club or stadium) and still not financially secure.

    The Fall status is a serious issue, how is it ever supposed to make money, is it responsible for the upkeep of the ground, does it charge sufficient rent to the club to meet its requirements? How does it owe money to the club or anyone else, and did this status lead to us losing rights regarding repurchase of the training ground that could subsequently make people who supposedly have the club at heart money personally.

    Additionally are club board members and creditors over ruling trust members? And is the commercial success of the club being sacrificed to help other interests?

    I was initially very impressed with the americans with a raft of caveats and assurances required to back them, not that I have a vote, but in any discussions with people who clearly know more than i do, in the vacuum of information from the club or prospective owners i am concerned.

  • @Steve_Peart if you see this, and are minded to , I'd love if you could ask about just my second paragraph above, no obligations obviously.

  • @LordMandeville said:

    @DevC said:

    "It appears cash was desperately needed (although questions could fairly be asked about how that situation occurred) and frankly the list of people prepared to loan that money is likely to have been extremely short. Frankly it is likely they had little choice."

    I would suggest that the list referred to was indeed extremely short - simply because no other parties were approached. I would like to be proved wrong on this point.

    It was indeed talked about a fans council by board members that several options for money were sought, and that the Yankee loan was financially the best deal achievable.

  • I guess that proves me wrong @TrueBlu. Is this covered in the minutes of a Fans Council meeting?

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