| TFC respond to WSH exclusivity 17:53 - Mar 12 with 35705 views | ChaffRAFC |
https://www.thefootballclubllc.com/
TFC Statement and LOI Release
12 March 2024
We were disappointed to hear today that the chairman has elected to enter a period of exclusivity without an open, full, and fair process. We believe it's crucial for both supporters and shareholders to be fully informed about the future of their club.
Given the numerous questions surrounding this issue, we want to provide as much clarity as possible based on the information available to us.
Attached is our Letter of Intent (LOI) as submitted to the Chairman. We have not yet received any feedback on the LOI from the Chairman, nor have we been given an opportunity to respond to the opposing bid. We believe that both LOIs as submitted should be made transparent to shareholders so they can assess what each bid offers.
We've been engaged in discussions with the club for over two months while working on a long-term business plan that could provide financial stability and additional revenues.
We had a meeting scheduled with Simon for this coming Wednesday to further discuss our plans and thoughts regarding the club's future. However, Simon unexpectedly canceled this meeting on Saturday.
We advocate for a fair evaluation process for all bids. If another bid ultimately proves to be more beneficial for the club, we will fully support the decision to choose that bid.
CONFIDENTIAL
Date: 3 March 2024
Simon Gauge, Chairman
Rochdale AFC
Crown Oil Arena
Dear Mr. Gauge,
We are writing to provide a letter of intent from The Football Club LLC (TFC) in respect of a transaction with Rochdale AFC (RAFC).
The upcoming vote is politically and emotionally charged. We do not want to add any confusion to that vote, and feel the club’s stakeholders should decide the future of the club without us impacting the vote. Therefore, we ask that our submission be kept confidential until after the vote is made by the shareholders and fans at the EGM on 7 March 2024. However, there is one exception to this request: you are permitted to forward this Letter of Intent (LOI) to George Brigham prior to that date. We also request that George Brigham keep this LOI confidential.
We appreciate your hospitality in our February 2024 visit as well as the time, effort, and energy that you and other local community leaders have afforded us. Working with you over the past 3 months to develop our plan has been exciting and deeply fulfilling for us on both a personal and professional level.
Our plan is to provide a capital infusion into the club to cover the next four years of projected deficits while establishing a revenue stream through the commercial development of the club’s grounds. This would be done in such a way as to protect the pitch, stands, and football/rugby spaces. The commercial center would provide the club with long-term stability.
This plan is contingent upon a positive opinion from the Borough Council Planning and Development Department. Our intent is to receive that opinion in March 2024. We note this to be completely transparent. The other bid appears to rely on a commercial real estate development plan as well; we anticipate that the other plan would also need such an opinion in order to move forward.
Our ownership group includes professionals with expertise in property development, tech entrepreneurship, data science, business development, law, finance, marketing, logistics, and more. It is led by two passionate footballers, one of whom grew up in and lives in Lancashire. Most of us are eager to contribute our skills free of charge.
We will strive to ensure that the history and traditions of RAFC are maintained for future generations of fans. We are fully committed to the success of Rochdale AFC.
We do not have a multi-club strategy. We have a Rochdale AFC strategy.
Transaction Overview and Structure
Based on our preliminary review of your football club, TFC is pleased to submit this non-binding letter of intent for a transaction with RAFC. We have shown proof of funds to demonstrate our ability to complete this transaction.
This proposal is based on the pending restructuring of the club’s share structure at the March 7th EGM which would issue 9,000,000 new shares of the club, increasing the total club shares to 10,000,000. We propose purchasing 80% of the equity of RAFC, including all assets and liabilities.
We believe that in order for this transaction to be successful our interests must be aligned. With that in mind, we are proposing a structure that allows all parties to benefit from our future success in an equitable way.
Subject to alignment on definitive documents and completion of customary diligence, we are offering the following:
£1,600,000 at closing, with the use of proceeds to be put towards the operation of the football club.
TFC receives 80% of all RAFC shares on a fully diluted basis, issued upon closing and not subject to any vesting period.
As a gesture of goodwill to the Rochdale community, TFC will transfer 5% of all shares on a fully diluted basis to The Dale Trust to help restore their ownership stake in RAFC (this would leave TFC’s share total at 75% of all shares).
£220,000 of Simon Gauge’s debt will be converted to equity representing 10% of the fully diluted shares of RAFC. We would like to discuss how to handle the remainder of Simon’s debt.
It is our understanding the Borough Council has been open to deferring their debt for 5-7 years. This is a course of action we intend to explore.
We look forward to working with you to develop the process by which these competing bids will be assessed.
Regards,
Justin Corrado | |
| If I hadn't seen such riches, I could live with being poor |
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| TFC respond to WSH exclusivity on 11:43 - Mar 13 with 4182 views | wozzrafc |
Totally agree the interview was very positive.
He said that the club lost 1,35 million euros last year so the fans realise without the investment they wouldn’t survive. WSH were covering the lose (we are losing similar amounts).
He said WSH had invested in the off field activities and the youth development. He was also very positive about the level of fan involvement including a board member who had the ruling vote on a number of issues with a ‘golden share’.
Finally and this was telling for me he said that WSH wanted 95% shares so that they could increase the investment but it was being held up by the Dutch FA. Mastetrict fans were pressuring the Dutch FA to speed up the process so WSH could take over.
Please listen the interview iifwe were to choose what we wanted from a realistic investor it appears the experience the Maastricht fans have had is positive, and WSH sound like they will fit the bill.
We need to let WSH speak for themselves, which will get from the trust hopefully tonight. Until then we can’t judge they proposal purely on what you think gauge may or not get out of it. [Post edited 13 Mar 11:45]
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| TFC respond to WSH exclusivity on 11:52 - Mar 13 with 4103 views | turnthescrew |
And what about the other parties? Shouldn't't they all be preparing a business prospectus outing aims, intentions, levels of investment and all the detailed plans for the future. These should be presented to shareholders to assess the visibility and worthiness of each proposal.
When will that happen and are we being 'sidelined' and kept at arms length?
We need to know each and every detail in each proposal and how that affects the future of OUR club. | | | |
| TFC respond to WSH exclusivity on 12:42 - Mar 13 with 3884 views | wozzrafc |
I don’t disagree in an ideal world that should be the case. However unfortunately the resolution passed last week gives the board permission to allocate the shares. We were all aware of that. In fact at the EGM we were told there were 2 bids and not a single question was raised with regards to how they would be assessed and the process for agreeing a bid.
Do I like it No. but given the servity of our position it was voted though. I would have hoped is having received at least 2 bids, and knowing how feelings were the board would have done everything to make the process transparent. Included the trust in the due diligence, allowed them to speak with all parties.
We need to bring the club back together and that would have been a massive step forward. It just needed to be communicated correctly.
Instead against an already backdrop of rumour we get a statement from the club giving WSH exclusivity followed by a trust statement saying they weren’t informed and had not yet had a chance to talk to WSH, and then TFC announcing that no one from the club has even spoken to them let alone acknowledged their letter of intent.
That is for the board of directors to answer. However that still doesn’t mean that the WSH bid will not be right for the club. That’s the point Brierls is trying to make.
Let’s wait to see what WSH say to the trust and then decide if we think it’s right for the club.
Also if you look at TFC statement they were also giving gauge £220,000 in shares and looking at the reminder of the debt. I had always assumed that he would be getting some of his half a million quid back. [Post edited 13 Mar 12:49]
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| TFC respond to WSH exclusivity on 12:57 - Mar 13 with 3802 views | TalkingSutty |
Your last point is correct and so is Brierls when he alludes to that ( WSH may well be the best option), but the vote at the EGM was presented on the night as being imperative to attract potential investor. The shareholders voted accordingly and now we have been told that there is inclusivity with one investor and other interested parties are not being entertained, certainly not being treated on equal terms to WSH. All potential investors need to be shown the same courtesy by Simon Gauge etc and the shareholders should be satisfied that all avenues have been explored properly and the chosen investor is the correct one for the future of the club. Even the Trust were blindsided by the statement affording WSH exclusivity yesterday so that should be a red flag to everybody connected to the club. [Post edited 13 Mar 12:59]
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| TFC respond to WSH exclusivity on 13:03 - Mar 13 with 3756 views | 49thseason |
The questions I have are these, who requested the period of exclusivity? Was it WSH or was it the Club? What is the purpose of this POE? Is it to give WSH time to change their offer? Was it to give the Board further time to discuss the offers and maybe do more due dilligence? Who is advising the Board, it seems unlikely that they have been involved in these sorts of negotiations previously and having an advisor would seem to be shewd at this point especially as two different legal systems (US/UK) are in play?
The clock is ticking, the bills need to be paid and the patience of people we owe money to is running out. Delays are not something anyone wants at this late hour so we must assume something material has changed......or is proving difficult to sort out. | | | |
| TFC respond to WSH exclusivity on 13:07 - Mar 13 with 3735 views | D_Alien |
According to a post by someone who spoke to RK "after the AGM", there was a proposal that "if it came to fruition would blow the WSH proposal out of the water"
Taking that at face value, there's got to be some disagreement within the BoD. RK has been "thick as thieves" with SG sat at various top tables so is he wrong, or just incapable of standing up to SG when push comes to shove?
Edit: this isn't, or shouldn't, be seen as an endorsement of any of the bids, and Brierls is right in that SG's preferment shouldn't necessarily mean it's the wrong option. The trouble is - how will the rest of us know?
[Post edited 13 Mar 15:17]
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| TFC respond to WSH exclusivity on 13:13 - Mar 13 with 3675 views | wozzrafc |
We are arguing a lot of the same points.
I absolutely agree the shareholders should feel every avenue has been explored. The trust should have been told. I actually think it’s discourteous above anything else.
It was presented as imperative to attract investors and we were told the LOI were based on the resolution passing. But we were also told that time was of the essence and a deal needed to be done quick.
We don’t know what due diligence has been done to date, or why the club has moved to exclusivity with WSH . That is for the board to explain to shareholders, But I don’t see why that is a red flag against WSH? If I was looking to buy a business and been in talks for a number of weeks, and there was other parties I’d push for exclusivity too.
I look forward with anticipation with details of the trusts meeting with WSH (no pressure Judd) I will then make my own informed opinion, however the best reference we have is the MMV fans who are actually protesting to the Dutch to let WSH take over their club!
The distrust is with Simon Gauge and the board. [Post edited 13 Mar 13:17]
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| TFC respond to WSH exclusivity on 13:20 - Mar 13 with 3620 views | TalkingSutty |
Yes, agree with that, i don't know one supporter or shareholder who is happy with how all this is playing out. The only person I trust in all of this is the Trust Chairman. I have no faith in anybody in the Boardroom unfortunately, the current state of affairs shouldn't surprise anybody. | | | |
| TFC respond to WSH exclusivity on 13:31 - Mar 13 with 3544 views | TalkingSutty |
I don't think any of them in the boardroom are capable of standing up to the Chairman.Richard knight made a point of speaking to fans in the Dale Bar prior to Saturdays game and to be honest he seemed as perplexed as the rest of us, he also seemed disillusioned with how things were playing out. I've been critical of Richard in the past but credit to him for fronting up to the fans and showing some honesty in relation to the fall out from the EGM last week, he went up in my estimations for doing that. | | | |
| TFC respond to WSH exclusivity on 13:33 - Mar 13 with 3529 views | wozzrafc |
If WSH continue to tick boxes and the trust are happy with that there conversations and observations are then I will feel at ease with the decision.
That is not to say I’m happy with how it’s been reached. | | | |
| TFC respond to WSH exclusivity on 13:40 - Mar 13 with 3488 views | TalkingSutty |
I'll be happy if the Trust have had full access to all the potential investors who have come forward over the last few weeks. Happy to be informed that the Chairman etc has also fully engaged with them ALL and that the WSH bid was the best option. If those boxes have been ticked and confirmed by the Trust as being true then all fans and shareholders will be happy i think. I want all interested investors to be giving a proper audience, fair's fair. If they haven't then why not? [Post edited 13 Mar 14:00]
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| TFC respond to WSH exclusivity on 14:31 - Mar 13 with 3294 views | 442Dale |
There’s certainly zero defence to how the whole situation has been handled.
We can only await the latest Trust update. | |
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| TFC respond to WSH exclusivity on 15:04 - Mar 13 with 3182 views | kel |
As you know, I’m nearly always suspicious of ‘new’ posters so I tend to take what they say with a huge pinch of salt. I certainly did when I read that particular post. | | | |
| TFC respond to WSH exclusivity on 15:09 - Mar 13 with 3147 views | D_Alien |
It's a fair point, and it came across as either the Newbie or RK looking to make mischief
Neither would surprise me | |
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| TFC respond to WSH exclusivity on 19:02 - Mar 13 with 2541 views | NorthernDale |
I must admit my opinion of Simon is at an all time low, he should have showed some respect to both bidders, but Simon lack of decency to TFC says a lot about Simon. Also did he mislead the fans at the EGM, could he have not been honest, because the fans know we are skint.
I just hope the deal goes through and we can move from our present chaos. | | | |
| TFC respond to WSH exclusivity on 19:06 - Mar 13 with 2523 views | EllDale |
Need to get a move on though.
Torquay have just had ten points deducted with immediate effect for going into administration.
The NL don’t mess about. | | | |
| TFC respond to WSH exclusivity on 20:19 - Mar 13 with 2237 views | diplodocus |
So basically, from a cynical point of view the Trus twere stampeded into a decision re the future of RAFC? | | | |
| TFC respond to WSH exclusivity on 20:32 - Mar 13 with 2157 views | Newbury_Dale |
Justin and David will have known about the club's position for a good couple of years. I'm interested to know why they're only now taking such a strong interest ? | | | |
| TFC respond to WSH exclusivity on 20:47 - Mar 13 with 2089 views | TalkingSutty |
It's not down to the Trust to decide the future of the club. The Trust didn't expect the statement from the club yesterday in relation to exclusivity with WSH, it took them by surprise. I'm not sure what the future of the club is at this stage. I do have faith in the Trust representatives to do their very best though and fight for what is in the best interests of the club. | | | |
| TFC respond to WSH exclusivity on 21:03 - Mar 13 with 2020 views | nordenblue |
It's possibly now much "Easier" and even more appealing to directly invest with no hurdles like so many individual shareholders. | | | |
| TFC respond to WSH exclusivity on 21:05 - Mar 13 with 2006 views | Rehsad |
Maybe it's because it hasn't taken a couple of years to find a buyer - it's taken a couple of years to come up with the 'How to buy 90% of a business for £2m plan'. | | | |
| TFC respond to WSH exclusivity on 21:21 - Mar 13 with 1899 views | wozzrafc |
I think we have to understand they are not getting the club for £2 million , it’s going to take more investment to try and get us back in the league and established again in the Rochdale division.
Yes two million buys the club but that will only keep us standing still for a few years.
I think if we get a buyer that is willing to put the investment and time into us then once the dust settles on how we have got here, let’s hope the club that had its heart ripped out a few years ago and has declined since can start for the first time a long time to look forward.
Here’s hoping | | | |
| TFC respond to WSH exclusivity on 21:41 - Mar 13 with 1786 views | DorkingDale |
Not exactly - this situation didn't happen overnight. It's been building up for a long time. | | | |
| TFC respond to WSH exclusivity on 21:43 - Mar 13 with 1769 views | DorkingDale |
SG is unlikely to "win" under any scenario - the best that can happen is that he will recoup part of his investment in the club (likewise other Directors). | | | |
| TFC respond to WSH exclusivity on 21:46 - Mar 13 with 1756 views | DorkingDale |
Yes - I may be wrong but from what I've seen they only showed their hand once the EGM was announced. | | | |
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