Registration of Charge: MacQuarie Bank vs MSD Holdings

[Saint Garrett]

Surprised the club haven't briefed the Echo of Jeremy Wilson on this subject.  Would suggest something is going on that they can't talk of yet.

[Wurzel]

  On 21/07/2020 at 08:19, Nolan said:

"The memorandum of association is the document that sets up the company and the articles of association set out how the company is run, governed and owned."

so if that is changed then surely "how the company is run, governed and owned." has changed.

obviously legalese is pretty much impossible for normal humans, but the "allocation of shares" bits of the documents would certainly make it easier for F). to happen.

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As in American owner purchasing with loans against the club? That F) ?

That would make things interesting, especially if previous version of A&A didn't allow for that. No idea what is new and what is an amendment or addition in the new docs compared to the old.

[trousers]

  On 21/07/2020 at 06:02, Nolan said:

SFC's filing history has added PDF's for Memorandum and Articles of Association 

these dont seem to have been attributed to the company before.

 

https://beta.companieshouse.gov.uk/company/00053301/filing-history

 

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  On 21/07/2020 at 07:37, whiteleySaint30 said:

Whats this likely to mean🤔 Any significance?

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The dates when the Club has previously issued new and/or updated 'Memorandum and Articles of Association' since the Markus takeover...

- February 2014 (just after Cortese's termination as director and Katarina Liebherr's appointment as director)
- March 2013 (looks like just a minor tweak to the existing AoA)
- April & July 2009 (issued twice during the Markus Liebherr takeover period)

So, the filing of these documents is a pretty rare event and linked to ownership/directorship changes. So, to my mind, it could either be a housekeeping/catch-up exercise because, for some reason, the club never filed these documents when Gao took over and this is just to keep the Companies House auditors happy...or.... it could be that all the paperwork needs to be in order before a company can be sold.... Who knows...?

 

Edited 21 July, 2020 by trousers

[Nolan]

Similar under St Mary's Football Group Ltd signed by one of the Gao's

 

 

[trousers]

  On 21/07/2020 at 08:16, S-Clarke said:

But given that he (Gao) doesn't invest, I guess it'll make little difference! 

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Aye.... one of the 'Pros' of Gao picking up and running with the self-sufficiency baton, rather than pouring money into the club, I guess...

Edited 21 July, 2020 by trousers

[once_bitterne]

How much is the loan we have taken out for?

[Nolan]

80 million.

[SuperSAINT]

Asking because I have no idea —

Is this how a takeover would be done now?

[John D]

Looks like a special resolution has been passed to enable the company's articles of association to be updated.  Update relates to a requirement that allows immedate share transfer to lender in the event of us defaulting on a loan if specified in that loan agreement.

Of mild interest is the fact that the amendment includes retrospective approval for historic director decisions

So my intepretation is that we took out the big loan a while ago, as previously noted in earlier posts, and one of the loan terms/conditions was in contradiction or not permitted by the old articles of assocation.  So we have had to update the A of A to allow it.

In summary nothing to do with any takeover

Edited 21 July, 2020 by John D

[trousers]

  On 21/07/2020 at 10:31, John D said:

Looks like a special resolution has been passed to enable the company's articles of association to be updated.  Update relates to a requirement that allows immedate share transfer to lender in the event of us defaulting on a loan if specified in that loan agreement.

Of mild interest is the fact that the amendment includes retrospective approval for historic director decisions

So my intepretation is that we took out the big loan a while ago, as previously noted in earlier posts, and one of the loan terms/conditions was in contradiction or not permitted by the old articles of assocation.  So we have had to update the A of A to allow it.

In summary nothing to do with any takeover

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Cheers for that summary John D.

So, my layman's interpretation of that is the new lenders (MSD Holdings) have a clause that allows them to gain control of the club's assets quicker than it would have been possible for Macquarie (under the T&C's of their loan)?

[John D]

  On 21/07/2020 at 13:06, trousers said:

Cheers for that summary John D.

So, my layman's interpretation of that is the new lenders (MSD Holdings) have a clause that allows them to gain control of the club's assets quicker than it would have been possible for Macquarie (under the T&C's of their loan)?

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That's how I read it. The new lenders have a broader charge than Macquarie had so I guess that is why the Aof A needed changing.  The loan agreement will specify what the default triggers are that would allow them to take action.   Can't be sure as the actual loan documents are not available so it is a case of guesswork based on the charge and the change to the A of A. 

I could be completely wrong on all this and putting 2 and 2 together and getting 6!

[trousers]

  On 21/07/2020 at 13:28, John D said:

That's how I read it. The new lenders have a broader charge than Macquarie had so I guess that is why the Aof A needed changing.  The loan agreement will specify what the default triggers are that would allow them to take action.   Can't be sure as the actual loan documents are not available so it is a case of guesswork based on the charge and the change to the A of A. 

I could be completely wrong on all this and putting 2 and 2 together and getting 6!

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Cheers... So, reading between the lines, the club have basically got a worse loan deal than they had with Macquarie...? (i.e. it's stacked more in favour of the lender than it was before)

[benjii]

  On 21/07/2020 at 10:31, John D said:

Looks like a special resolution has been passed to enable the company's articles of association to be updated.  Update relates to a requirement that allows immedate share transfer to lender in the event of us defaulting on a loan if specified in that loan agreement.

Of mild interest is the fact that the amendment includes retrospective approval for historic director decisions

So my intepretation is that we took out the big loan a while ago, as previously noted in earlier posts, and one of the loan terms/conditions was in contradiction or not permitted by the old articles of assocation.  So we have had to update the A of A to allow it.

In summary nothing to do with any takeover

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Indeed. This was probably a condition of the loan agreement.

[benjii]

  On 21/07/2020 at 13:32, trousers said:

Cheers... So, reading between the lines, the club have basically got a worse loan deal than they had with Macquarie...? (i.e. it's stacked more in favour of the lender than it was before)

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It’s not about “stacked in favour”, necessarily, but the new loan is four times bigger than the Macquarie facility was so the new lenders are probably being more fastidious in protecting their security. Perhaps the structure of the borrowing is slightly different, with different group companies able to draw down the money directly? 
 

Obviously we don’t have all the details but this looks like something mundane to do with the loan, rather than any new news!

[trousers]

  On 21/07/2020 at 14:37, benjii said:

It’s not about “stacked in favour”, necessarily, but the new loan is four times bigger than the Macquarie facility was so the new lenders are probably being more fastidious in protecting their security. Perhaps the structure of the borrowing is slightly different, with different group companies able to draw down the money directly? 
 

Obviously we don’t have all the details but this looks like something mundane to do with the loan, rather than any new news!

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Cheers Benjii. On reflection, it does indeed appear to be a case of a higher scale of lending requiring a higher scale of protection for the lender so, yep, seems to be BAU in that respect  rather than anything more tantalising. Oh well, back to yacht and earlobe spotting

Edited 21 July, 2020 by trousers

[benjii]

As an aside, I just saw David Dein, Dalian Wanda and Karsten Jancker in Hedge End KFC.

[SuperSAINT]

West Ham have taken a big loan out from MSD now:

 

[skintsaint]

Shows how bad WHU have overspent...they don't even have stadium overhead costs to worry about.

[Suhari]

  On 13/03/2021 at 02:29, skintsaint said:

Shows how bad WHU have overspent...they don't even have stadium overhead costs to worry about.

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True.

Wonder what will they have used against the loan! (Haven't bothered to read the article and find out).

[skintsaint]

  On 13/03/2021 at 08:11, Suhari said:

True.

Wonder what will they have used against the loan! (Haven't bothered to read the article and find out).

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Will most likely be against future PL income?

[Saint Keef]

  On 13/03/2021 at 08:11, Suhari said:

True.

Wonder what will they have used against the loan! (Haven't bothered to read the article and find out).

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Probably Declan Rice.....he's apparently worth over £100m according to Moyes.

Full credit to Moyes though for turning around that team. I for one, didn't think he had it left in him after a couple of poor stints elsewhere. 

I really hope that loan doesn't backfire on them...................................................ok, being honest.......I really hope it does!