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Rochdale Association Football Club is pleased to confirm that it has repaid the March 2016 mortgage originally taken out when the club acquired Spotland Stadium outright.
Given everything that happened last summer following the AGM/EGM and all the subsequent lies that were peddled about our financial status to destabalise us, it is great to see that the Board has made us mortgage free.
What great news and really well done to everyone at the club concerned.
EDIT:
As the website article says this is freely available at Companies House and is here: https://ibb.co/cTPxdTf
“Notwithstanding the power conferred on the Directors of this Company by statutes or these Articles, the Directors shall not without the prior authority by special resolution of the company in general meeting sell, transfer, charge or otherwise dispose of the land and buildings forming the football ground terraces and car park situate known as Spotland Ground, Rochdale.”
No sale of the ground or mortgage can happen without 75% of shareholders voting for it.
[Post edited 7 Jun 2022 14:05]
George Bernard Shaw had it right:
"He who can does; he who cannot, teaches."
https://www.visittheusa.co.uk/
Rochdale AFC becomes mortgage free!!! on 19:09 - Jun 7 by RAFCBLUE
There's a much easier way to do that calculation judd.
The last filed accounts are at 31 May 2021 - the day before the 1 June 2021 EGM which removed Bottomley and BEFORE the new Chairman and directors and the unwanted hostile takeover.
Audited net assets were £1,501,843.
Of those audited net assets, the ground made up £1,561,205. There's a really helpful note the accounts that shows you that number and its there in the public domain.
Now, that ground - as we have found out today - can't be sold, transferred, mortgaged, charged, flogged, asset stripped, divested or given away without 75% of shareholders agreeing. That makes that asset of £1.5m worthless as you can't actually get £1.5m for it.
On 31 May 2021, the day before the EGM, there were 502,957 shares in existence.
The value of the club without the ground was A MINUS DEFICIT of £59,362 (£1,501,843 less £1,561,205) or a DEFICIT of 11p per share.
So 1 x Dale shares on 31st May 2021, with an asset that can't be sold, was worth MINUS 11p per share.
Bottomley tried to sell them, on 1 June 2021 for £6 a share with a long presentation that involved Reading FC, Doncaster Rovers FC and Fleetwood Town.
Captain Sabotage then apparently convinced someone to pay over £1m (as stated in the Manchester Evening News) without any reference to these facts.
I guess you had to know that was filed at Companies House - which either Bottomely did and didn't let on OR he didn't know and allowed someone to blindly pile in, not realising what a fools errand they were on.
God bless Graham Morris and the wider board at the time under the late David Kilpatrick.
By my reckoning that's the 5th or 6th time they've saved the club in their lifetime and they're all pensioners!
[Post edited 7 Jun 2022 19:12]
Cheers for that.
I guess the Manu comparison was simply a case of a football club comparison, in which shares trade openly on NYSE and shareholders receive dividends.
What better way to end what - for some - was a "worryingly quiet" time!
I can't imagine what ructions will be happening in various households with this news and the revelation-that-shouldn't-have been of the 75% clause on the stadium as an asset. Can they afford to pay their mortgages, after wasting £1m+ on a wild goose chase?
And just a thought - but wasting even more on a court case where there's a chance that costs will be awarded to the defendant is just as stupid
Attempted piracy of a football club is despicable. It's time to take down the not-so-Jolly Roger
Rochdale AFC becomes mortgage free!!! on 20:57 - Jun 7 by D_Alien
What better way to end what - for some - was a "worryingly quiet" time!
I can't imagine what ructions will be happening in various households with this news and the revelation-that-shouldn't-have been of the 75% clause on the stadium as an asset. Can they afford to pay their mortgages, after wasting £1m+ on a wild goose chase?
And just a thought - but wasting even more on a court case where there's a chance that costs will be awarded to the defendant is just as stupid
Attempted piracy of a football club is despicable. It's time to take down the not-so-Jolly Roger
6
Rochdale AFC becomes mortgage free!!! on 22:49 - Jun 7 with 2147 views
Rochdale AFC becomes mortgage free!!! on 20:57 - Jun 7 by D_Alien
What better way to end what - for some - was a "worryingly quiet" time!
I can't imagine what ructions will be happening in various households with this news and the revelation-that-shouldn't-have been of the 75% clause on the stadium as an asset. Can they afford to pay their mortgages, after wasting £1m+ on a wild goose chase?
And just a thought - but wasting even more on a court case where there's a chance that costs will be awarded to the defendant is just as stupid
Attempted piracy of a football club is despicable. It's time to take down the not-so-Jolly Roger
You make an excellent point here DA.
Today will have created quite a few difficult questions in those various households as to how the fact that the 1987 Morris Resolution existed and so was openly missed when you can just logon to Companies House and see it there in black and white.
Usually when you are selling something substantial, say like a house or shares in a business, you have to give warranties that what you are saying is accurate.
If you are a seller who breaches a warranty or dishonestly misrepresents a position that has some very serious consequences and as a a seller you can be sued by the Buyer so they can get their money back!
Warranties that are given by the seller in the Share Purchase Agreement (‘SPA’) provide protection for the buyer against the risk of unknown liabilities. They set out assurances from the seller to the buyer as to the condition of the relevant target company, business or asset. If untrue, the buyer can claim contractual damages to the extent that it can prove loss resulting from the breach of warranty. An award of damages for breach of warranty will aim to restore the buyer to the position that it would have enjoyed if the warranty had been true.
In the actual agreement that is negotiated between parties but usually boilerplate template wording, something like "the seller promises the Buyer that all information which has been given in the course of any investigation or negotiation leading to this agreement was when given and on the date of signing this agreement remains accurate. The seller warrants the are no omissions from that information which make it inaccurate."
Hopefully Morton House and/or their appointed representatives (whoever negotiated such agreements with sellers) properly protected themselves with such wording with any sellers and would, therefore have a route of suing individuals for misrepresentation.
Given what we know about Captain Sabotage and his complete lack of quality in dealmaking, that is probably 50/50 although it might give Jarvo a way out and drop certain individuals properly in it.
But would Jarvo turn on sellers to save his own skin? I think he would.....
George Bernard Shaw had it right:
"He who can does; he who cannot, teaches."
https://www.visittheusa.co.uk/
Rochdale AFC becomes mortgage free!!! on 22:49 - Jun 7 by RAFCBLUE
You make an excellent point here DA.
Today will have created quite a few difficult questions in those various households as to how the fact that the 1987 Morris Resolution existed and so was openly missed when you can just logon to Companies House and see it there in black and white.
Usually when you are selling something substantial, say like a house or shares in a business, you have to give warranties that what you are saying is accurate.
If you are a seller who breaches a warranty or dishonestly misrepresents a position that has some very serious consequences and as a a seller you can be sued by the Buyer so they can get their money back!
Warranties that are given by the seller in the Share Purchase Agreement (‘SPA’) provide protection for the buyer against the risk of unknown liabilities. They set out assurances from the seller to the buyer as to the condition of the relevant target company, business or asset. If untrue, the buyer can claim contractual damages to the extent that it can prove loss resulting from the breach of warranty. An award of damages for breach of warranty will aim to restore the buyer to the position that it would have enjoyed if the warranty had been true.
In the actual agreement that is negotiated between parties but usually boilerplate template wording, something like "the seller promises the Buyer that all information which has been given in the course of any investigation or negotiation leading to this agreement was when given and on the date of signing this agreement remains accurate. The seller warrants the are no omissions from that information which make it inaccurate."
Hopefully Morton House and/or their appointed representatives (whoever negotiated such agreements with sellers) properly protected themselves with such wording with any sellers and would, therefore have a route of suing individuals for misrepresentation.
Given what we know about Captain Sabotage and his complete lack of quality in dealmaking, that is probably 50/50 although it might give Jarvo a way out and drop certain individuals properly in it.
But would Jarvo turn on sellers to save his own skin? I think he would.....
"dishonestly misrepresents a position".......
Do we know anyone with form in this respect? .......
Reminds me of being at school when you knew the answer ........ me sir, me sir, please ask me sir.
Rochdale AFC becomes mortgage free!!! on 22:49 - Jun 7 by RAFCBLUE
You make an excellent point here DA.
Today will have created quite a few difficult questions in those various households as to how the fact that the 1987 Morris Resolution existed and so was openly missed when you can just logon to Companies House and see it there in black and white.
Usually when you are selling something substantial, say like a house or shares in a business, you have to give warranties that what you are saying is accurate.
If you are a seller who breaches a warranty or dishonestly misrepresents a position that has some very serious consequences and as a a seller you can be sued by the Buyer so they can get their money back!
Warranties that are given by the seller in the Share Purchase Agreement (‘SPA’) provide protection for the buyer against the risk of unknown liabilities. They set out assurances from the seller to the buyer as to the condition of the relevant target company, business or asset. If untrue, the buyer can claim contractual damages to the extent that it can prove loss resulting from the breach of warranty. An award of damages for breach of warranty will aim to restore the buyer to the position that it would have enjoyed if the warranty had been true.
In the actual agreement that is negotiated between parties but usually boilerplate template wording, something like "the seller promises the Buyer that all information which has been given in the course of any investigation or negotiation leading to this agreement was when given and on the date of signing this agreement remains accurate. The seller warrants the are no omissions from that information which make it inaccurate."
Hopefully Morton House and/or their appointed representatives (whoever negotiated such agreements with sellers) properly protected themselves with such wording with any sellers and would, therefore have a route of suing individuals for misrepresentation.
Given what we know about Captain Sabotage and his complete lack of quality in dealmaking, that is probably 50/50 although it might give Jarvo a way out and drop certain individuals properly in it.
But would Jarvo turn on sellers to save his own skin? I think he would.....
As far as I'm aware, none of the individuals, or the Trust, who are the subject of pending legal proceedings, had any involvement in any of the negotiations, dealings, promises, warranties or any other form of legal agreement with regard to the sale/purchase of shares.
The Flip-Flop Gang need to regroup, reassess, kick themselves hard in the bolloc*s several times and then have a good cry.
I'll sleep soundly tonight. I can think of a few folk who won't.
“It is easier to fool people, than to convince them that they have been fooledâ€
3
Rochdale AFC becomes mortgage free!!! on 23:11 - Jun 7 with 2066 views
Rochdale AFC becomes mortgage free!!! on 22:49 - Jun 7 by RAFCBLUE
You make an excellent point here DA.
Today will have created quite a few difficult questions in those various households as to how the fact that the 1987 Morris Resolution existed and so was openly missed when you can just logon to Companies House and see it there in black and white.
Usually when you are selling something substantial, say like a house or shares in a business, you have to give warranties that what you are saying is accurate.
If you are a seller who breaches a warranty or dishonestly misrepresents a position that has some very serious consequences and as a a seller you can be sued by the Buyer so they can get their money back!
Warranties that are given by the seller in the Share Purchase Agreement (‘SPA’) provide protection for the buyer against the risk of unknown liabilities. They set out assurances from the seller to the buyer as to the condition of the relevant target company, business or asset. If untrue, the buyer can claim contractual damages to the extent that it can prove loss resulting from the breach of warranty. An award of damages for breach of warranty will aim to restore the buyer to the position that it would have enjoyed if the warranty had been true.
In the actual agreement that is negotiated between parties but usually boilerplate template wording, something like "the seller promises the Buyer that all information which has been given in the course of any investigation or negotiation leading to this agreement was when given and on the date of signing this agreement remains accurate. The seller warrants the are no omissions from that information which make it inaccurate."
Hopefully Morton House and/or their appointed representatives (whoever negotiated such agreements with sellers) properly protected themselves with such wording with any sellers and would, therefore have a route of suing individuals for misrepresentation.
Given what we know about Captain Sabotage and his complete lack of quality in dealmaking, that is probably 50/50 although it might give Jarvo a way out and drop certain individuals properly in it.
But would Jarvo turn on sellers to save his own skin? I think he would.....
Precisely
If Morton House want to pursue anyone in court, they've chosen the wrong target. So wrong, in fact, that they're the equivalent of a striker seeing goalposts where the corner flags are. George Donnelly would understand their mistake
There are people out there who've benefited from their lack of judgement, who they should rightly see as the proper targets for their angst:
David 'Roger' Bottomley Alexander Jarvis Andrew Kilpatrick Graham Rawlinson
- to name the OBVIOUS ones. So why are they wasting their time and money (that they almost certainly haven't got) pursuing innocent directors and football fans?
Come on Morton House - do we have to tell you how to do EVERYTHING??
It’s fantastic news for all positively associated with the club. Stunning foresight by ‘The Overcoat Men’ who never cease to amaze me with what they have done for this football club.
It’s also a complete kick in the nuts for the scumbags who tried to get their hands on the club to make money, as they’ve just found out they can’t make money out of the club and the ‘investment’ is worthless. How this didn’t come up in the due diligence process is staggering, unless of course there wasn’t one.
David Roger Bottomley MUST have known about this nugget within the articles, but disclosing it to scumbags willing to pay over the odds for a quick return would have scuppered any deal. So he didn’t disclose it and hoped said scumbags would proceed without a hint of caution. Simple folk indeed.
I’d be fcuking livid if I was associated with Morton House. But i’m not; I’m a Dale fan, Dale shareholder, and I’m delighted and laughing my cock off at MH and David Roger Bottomley who deserves everything coming his way from disgruntled buyers.
[Post edited 7 Jun 2022 23:44]
2
Rochdale AFC becomes mortgage free!!! on 23:31 - Jun 7 with 2025 views
Hope this isn't a distraction from today's excellent news, but just look at the carnage going on at Oldham Athletic. How they must wish for a "Morris Resolution".
Got to feel sorry for the Oldham fans. This Owen character who does the spouting has, in their eyes, a similar level of credibility and integrity to Roger, i.e. minus zero and then some.
Thank you Overcoat Men. Thank you RAFC directors 2022.
1
Rochdale AFC becomes mortgage free!!! on 23:44 - Jun 7 with 2008 views
Rochdale AFC becomes mortgage free!!! on 23:11 - Jun 7 by D_Alien
Precisely
If Morton House want to pursue anyone in court, they've chosen the wrong target. So wrong, in fact, that they're the equivalent of a striker seeing goalposts where the corner flags are. George Donnelly would understand their mistake
There are people out there who've benefited from their lack of judgement, who they should rightly see as the proper targets for their angst:
David 'Roger' Bottomley Alexander Jarvis Andrew Kilpatrick Graham Rawlinson
- to name the OBVIOUS ones. So why are they wasting their time and money (that they almost certainly haven't got) pursuing innocent directors and football fans?
Come on Morton House - do we have to tell you how to do EVERYTHING??
The other thing that will have resonated in the mind of the households reading this news today will be that the finances of the club are much stronger than had been represented to fans last Summer AND with an asset of community value that can't ever be sold or mortgaged or transferred.
How on earth with the reams of material on a hostile takeover and the #UTDNFS Twitter feed did that fact that the ground was protected back in 1987 by the Morris Resolution not manage to be disclosed until today?
Forgetfulness is a terrible condition, especially when under duress.
In launching an unprecedented legal attack on circa 2,500 fans of a well respected lower division club, which has never before been seen in football or any attempted football club takeover in history I can think of, I get the feeling that those those running a London based payroll enterprise might suddenly wake up tomorrow and realise what a small group of sellers has "done" to them.
RAFC bust by the end of 2021. Really? Still here, poppets!
HMRC. Rather than pointing the finger at a club with no HMRC issues, maybe they should look at where Morton Mouse and Village Energy Solutions are up to with HMRC? Helpfully, plenty of informants are doing so should they choose not to.
"Furthermore, we have paid in excess of £1 million to date in consideration for shares, due diligence and legal costs."
Wonder if that was a lie as well? The "due dilligence" bit looks implausible after yesterday's announcement.
"divest the shares acquired in the Club at the earliest opportunity".
Nobody wants them, especially after yesterday's splendid announcement. Tough.
"Morton House" and the clowns hiding behind it have been scammed into thinking there would be financial "opportunities" for them at RAFC. Of their own free will they've paid out for shares that are worth nothing, in a manner unacceptable to the EFL. 500 FANS bought shares because we feel a bond with RAFC that Morton House never will. The money spent doesn't come into it. Useless Roger tried and failed to devalue our investments via EGM resolutions to suit his own ends but, as usual, it backfired. Morton House believed the weasel words of a bitter, twisted, self-serving charlatan and a joker pretending to be a broker. Morton House's fault. A deal "gone wrong" as Captain Sabotage mugged Matt Feckall into it. (See you at the wedding, precious). How Curran et al were conned, and the con artists now have their money. Nothing to do with the people M H is weirdly taking legal action against. Sue the ones who scammed you instead!
Rochdale kids were always taught the best way to beat bullies is to stand up to them. We know what we're doing. The bullies won't win in this town, not a fookin chance.
So long, losers.
#UTDNFS
3
Rochdale AFC becomes mortgage free!!! on 06:30 - Jun 8 with 1771 views
Rochdale AFC becomes mortgage free!!! on 17:08 - Jun 7 by TalkingSutty
It’s not just Bottomley though, it’s also Rawlinson and Kilpatrick. As a collective they have served as long standing Director, Chairman and CEO, it seems inconceivable that not one of them was aware of the 75% threshold. Bottomley was very quick to lecture the Trust when it came to the ins and outs of the EGM and the processes that they needed to adhere to so he must have been aware of the articles of association and any amendments and so must the former Chairman. As was suggested last year, it seems that there is only one person who stands to lose a large sum of money in all of this and it’s not going to be those who did the selling. It’s time for them to do the right thing,unravel the sale of their shares and return the money to Mr Curran, if they had a conscience that’s the course of action they would now take.
[Post edited 7 Jun 2022 17:18]
Even better redemption...
Sell said shares to the Trust at £1 a share.
Bottomley is a bad un.. we know that now. He fooled plenty me included. Crocodile tears only ever looking to feather his own nest.
Thank God he is an incompetent baffoon.
0
Rochdale AFC becomes mortgage free!!! on 06:43 - Jun 8 with 1756 views
I’m assuming there is a valid reason for conducting mediation with MH prior to the outcome of the EFL investigation ( It was stated a few weeks ago that mediation meetings were imminent). I admit to having little knowledge regarding this process but it seems arse roads around to me, would it not make more sense to mediate after the EFL verdict? If there are questions as to how Morton House acquired the £1.2 million in order to purchase shares, or a suggestion that HMRC could be involved then we are potentially negotiating over dirty money. If that does prove to be the case then at some stage those shares could become the proceeds of crime or the property of HMRC so it would be impossible for the club to purchase any shares until the source of the MH money is proved.
Even if a deal is struck at mediation it will still have to be presented and approved by over 500 shareholders, the Chairman/ Directors/ Trust can advise but the ultimate decision will come down to the people who have been abused and disrespected in all of this the shareholders/ fans...the ‘small minded’ people of Rochdale.
I think it’s time for MH to drop the legal action, call a meeting with Bottomley/Kilpatrick/ Rawlinson/ Jarvis and demand that between them all they recoup as much of the £1.2 million as possible. It’s ridiculous that they sold their shares and conveniently forget to mention to MH the 75%, it’s criminal really.
[Post edited 8 Jun 2022 7:04]
2
Rochdale AFC becomes mortgage free!!! on 06:50 - Jun 8 with 1749 views
I cant help but think this statement is very carefully worded.
Just for children or those needing to read it slowly to understand the position the club is in and the position any one who would like to "invest" would be in.
Overcoat men - Stuff of legend
Current board of directors I salute you.
Morton House are looking at the wrong people... They need an urgent sit down with Bottomley ASAP.
0
Rochdale AFC becomes mortgage free!!! on 06:56 - Jun 8 with 1734 views
Rochdale AFC becomes mortgage free!!! on 02:23 - Jun 8 by Sandyman
We've seen plenty of BS from the predators:
RAFC bust by the end of 2021. Really? Still here, poppets!
HMRC. Rather than pointing the finger at a club with no HMRC issues, maybe they should look at where Morton Mouse and Village Energy Solutions are up to with HMRC? Helpfully, plenty of informants are doing so should they choose not to.
"Furthermore, we have paid in excess of £1 million to date in consideration for shares, due diligence and legal costs."
Wonder if that was a lie as well? The "due dilligence" bit looks implausible after yesterday's announcement.
"divest the shares acquired in the Club at the earliest opportunity".
Nobody wants them, especially after yesterday's splendid announcement. Tough.
"Morton House" and the clowns hiding behind it have been scammed into thinking there would be financial "opportunities" for them at RAFC. Of their own free will they've paid out for shares that are worth nothing, in a manner unacceptable to the EFL. 500 FANS bought shares because we feel a bond with RAFC that Morton House never will. The money spent doesn't come into it. Useless Roger tried and failed to devalue our investments via EGM resolutions to suit his own ends but, as usual, it backfired. Morton House believed the weasel words of a bitter, twisted, self-serving charlatan and a joker pretending to be a broker. Morton House's fault. A deal "gone wrong" as Captain Sabotage mugged Matt Feckall into it. (See you at the wedding, precious). How Curran et al were conned, and the con artists now have their money. Nothing to do with the people M H is weirdly taking legal action against. Sue the ones who scammed you instead!
Rochdale kids were always taught the best way to beat bullies is to stand up to them. We know what we're doing. The bullies won't win in this town, not a fookin chance.
The key thing in that article from the Manchester Evening News in August 2021 is the confirmation that due diligence had been completed.
For those not experienced in such things, due diligence is fancy name for a comprehensive appraisal of a business undertaken by a prospective buyer, especially to establish its assets and liabilities and evaluate its commercial potential.
Given the factual existence of the 1987 Morris Resolution, it's obvious that by confirming due diligence was performed, in a national publication, no one could subsequently claim otherwise than the facts of this encumbrance which restricts sale, mortgage or charge of Spotland without 75% of shareholders voting for it to happen.
"Furthermore, we have paid in excess of £1 million to date in consideration for shares, due diligence and legal costs."
The key question now:
Did Roger tell Sabotage it existed or did he keep it from him?
As I posted last night on 31 May 2021, without the ground included shares in Rochdale are completely worthless as audited accounts show.
It's almost criminal that the Morris Resolution was not disclosed or referenced to Sabotage by sellers who knew the club - I don't think even he would have ever gone through with a deal if he knew he was about to be sold a pup.
[Post edited 8 Jun 2022 6:57]
George Bernard Shaw had it right:
"He who can does; he who cannot, teaches."
https://www.visittheusa.co.uk/
When it comes to due diligence who would actually be responsible for ensuring that was done properly, i’m assuming you would pay for a qualified independent person to do the digging wouldn’t you, a qualified solicitor for example? I’m assuming that Morton House haven’t relied on the seller ( Bottomley etc) to do the due diligence for them, nobody could be that daft.
So let’s assume they did what any normal person/ company would do and employed a solicitor to delve into the articles of association and to make sure there would be no surprises, surely MH now have a claim against those who did the due diligence or am i barking up the wrong tree?
0
Rochdale AFC becomes mortgage free!!! on 07:24 - Jun 8 with 1686 views
Having reflected on this overnight, it certainly puts Morton House in an interesting position.
- Do they double down on their public position, say it isn't about making quick money, and continue their legal action in the hope of making money via other means? (Southall's charges for calls / emails at Charlton spring to mind, or unsecured loans in the name of the club)
- Do they continue to attempt to take over, then aim to (rinse)cycle more dubious money through the club in the hope of instant success and share price rise, which just leads to more questions about source of funding?
- Do they just attend mediation, get what they can for their shares (-11p for us to take them sounds fun!) and then legally go after the sellers for the difference?
- Do they divert their attention to the sellers instead of the club for legal action & to get their money back? The risk there is that it becomes quickly obvious they were only interested if they could get something out of the ground.
-Do they get what they can via mediation, cut their losses on the legal action and go after the sellers via other means? Horses heads in beds, concrete boots kind of thing?
They are between a rock and a hard place now but, knowing what we do about them, I think it quickly becomes about getting their money back instead of saving face / reputation? With their main means of making money from us gone, and ongoing revelations / investigations into the web of companies and people, you have to think they want out quickly to try and avoid further scrutiny.
One things for certain, the battle is won but the war continues (albeit now one of attrition). I'd encourage everybody to keep banging the drum about raising money towards the defence fund - MH may surprise us and take it all the way.
I'd also be more nervous this morning if I was Bottomley, Jarvis or the other sellers than at any other point in the last 12 months. EFL outcomes pending, publicly outed for various misdemeanours and now effectively selling an absolute dud to some not very nice people. No wonder Jarvo has gone private on insta again!
1
Rochdale AFC becomes mortgage free!!! on 07:25 - Jun 8 with 1679 views
Rochdale AFC becomes mortgage free!!! on 07:21 - Jun 8 by TalkingSutty
When it comes to due diligence who would actually be responsible for ensuring that was done properly, i’m assuming you would pay for a qualified independent person to do the digging wouldn’t you, a qualified solicitor for example? I’m assuming that Morton House haven’t relied on the seller ( Bottomley etc) to do the due diligence for them, nobody could be that daft.
So let’s assume they did what any normal person/ company would do and employed a solicitor to delve into the articles of association and to make sure there would be no surprises, surely MH now have a claim against those who did the due diligence or am i barking up the wrong tree?
You'd imagine that is Gatleys - who are still under investigation by the SRA for not doing due diligence on the source / legality of Morton House's money.
0
Rochdale AFC becomes mortgage free!!! on 07:35 - Jun 8 with 1649 views
Rochdale AFC becomes mortgage free!!! on 07:21 - Jun 8 by TalkingSutty
When it comes to due diligence who would actually be responsible for ensuring that was done properly, i’m assuming you would pay for a qualified independent person to do the digging wouldn’t you, a qualified solicitor for example? I’m assuming that Morton House haven’t relied on the seller ( Bottomley etc) to do the due diligence for them, nobody could be that daft.
So let’s assume they did what any normal person/ company would do and employed a solicitor to delve into the articles of association and to make sure there would be no surprises, surely MH now have a claim against those who did the due diligence or am i barking up the wrong tree?
As I posted last night TS the onus is on three parties to act with the Buyer:
1. The Seller - to act honestly and not omit anything that would be vital knowledge to the deal. These are called warranties.
2. The Seller's solicitors - to act honestly and in accordance with SRA regulations in ensuring the law is followed and that their clients act within the law.
3. The Buyer's solicitors - to act within the SRA rules, assess representations given by the Seller's and to advise their client.
A lot will hinge on if the Seller's omitted to disclose this important fact, which is in the public domain. That is not necessarily on the Buyer's solicitor to pick up but most do in a belt and braces approach.
It's only a 5 minute check of the Companies House website so knowing this exists and what it means so is not onerous.
That said, whether the Buyer's solicitor did a good job or not is a matter for the Buyer.
George Bernard Shaw had it right:
"He who can does; he who cannot, teaches."
https://www.visittheusa.co.uk/
Rochdale AFC becomes mortgage free!!! on 07:24 - Jun 8 by HullDale
Having reflected on this overnight, it certainly puts Morton House in an interesting position.
- Do they double down on their public position, say it isn't about making quick money, and continue their legal action in the hope of making money via other means? (Southall's charges for calls / emails at Charlton spring to mind, or unsecured loans in the name of the club)
- Do they continue to attempt to take over, then aim to (rinse)cycle more dubious money through the club in the hope of instant success and share price rise, which just leads to more questions about source of funding?
- Do they just attend mediation, get what they can for their shares (-11p for us to take them sounds fun!) and then legally go after the sellers for the difference?
- Do they divert their attention to the sellers instead of the club for legal action & to get their money back? The risk there is that it becomes quickly obvious they were only interested if they could get something out of the ground.
-Do they get what they can via mediation, cut their losses on the legal action and go after the sellers via other means? Horses heads in beds, concrete boots kind of thing?
They are between a rock and a hard place now but, knowing what we do about them, I think it quickly becomes about getting their money back instead of saving face / reputation? With their main means of making money from us gone, and ongoing revelations / investigations into the web of companies and people, you have to think they want out quickly to try and avoid further scrutiny.
One things for certain, the battle is won but the war continues (albeit now one of attrition). I'd encourage everybody to keep banging the drum about raising money towards the defence fund - MH may surprise us and take it all the way.
I'd also be more nervous this morning if I was Bottomley, Jarvis or the other sellers than at any other point in the last 12 months. EFL outcomes pending, publicly outed for various misdemeanours and now effectively selling an absolute dud to some not very nice people. No wonder Jarvo has gone private on insta again!
Let's take each one of those in turn HullDale - there is a final consideration that I'll reach at the end of this post:
- Do they double down on their public position, say it isn't about making quick money, and continue their legal action in the hope of making money via other means? (Southall's charges for calls / emails at Charlton spring to mind, or unsecured loans in the name of the club)
The official position of Morton House, as stated in an EFL statement of August 2021 is that they have "plans to divest the shares acquired in the Club at the earliest opportunity."
The only other ways that your question describes would be them being on the Board of the club, something that would need the vote of shareholders to ratify. I can't see Rochdale shareholders ever voting any nominated person having removed Bottomley and Rawlinson.
- Do they continue to attempt to take over, then aim to (rinse)cycle more dubious money through the club in the hope of instant success and share price rise, which just leads to more questions about source of funding?
As above the public position is one of divestment as soon as possible. However the EFL Disciplinary process against the club and multiple individuals is about the EFL's rules not being followed. We have no idea if they have or haven't but there is no progression until the EFL signoff that a buyer passes the EFL tests, as has been seen this week with Walsall.
- Do they just attend mediation, get what they can for their shares (-11p for us to take them sounds fun!) and then legally go after the sellers for the difference?
This is two separate legal issues; they would need to take legal advice on the strength of the position against sellers given agreements entered into.
- Do they divert their attention to the sellers instead of the club for legal action & to get their money back? The risk there is that it becomes quickly obvious they were only interested if they could get something out of the ground.
They would need to take legal advice on the strength of the position against sellers given agreements entered into.
The final point is this.
It is entirely possible that having bought shares last Summer, Morton House were alerted / became aware of the Morris Resolution which impedes and sale, mortgage or transfer of the ground without 75% of shareholders voting in favour. They did not get to 50% of shares never mind having a hope of ever getting to 75%.
Perhaps they hoped that a new party would by their stake (as one block acquired from multiple individuals) without doing these checks.
The lack of buyer of those shares since August 2021 when they noted the would divest, including Matthew Southall, indicates that anyone they have tried to sell may have picked this up as we all have.
Why would Southall pay £1.2m for something that is financially worthless and the law of the land says you can't borrow money from any money lender without some significant visibility of shareholders and the council? He won't and you would think nor would anyone else.
[Post edited 8 Jun 2022 7:55]
George Bernard Shaw had it right:
"He who can does; he who cannot, teaches."
https://www.visittheusa.co.uk/
Rochdale AFC becomes mortgage free!!! on 07:24 - Jun 8 by HullDale
Having reflected on this overnight, it certainly puts Morton House in an interesting position.
- Do they double down on their public position, say it isn't about making quick money, and continue their legal action in the hope of making money via other means? (Southall's charges for calls / emails at Charlton spring to mind, or unsecured loans in the name of the club)
- Do they continue to attempt to take over, then aim to (rinse)cycle more dubious money through the club in the hope of instant success and share price rise, which just leads to more questions about source of funding?
- Do they just attend mediation, get what they can for their shares (-11p for us to take them sounds fun!) and then legally go after the sellers for the difference?
- Do they divert their attention to the sellers instead of the club for legal action & to get their money back? The risk there is that it becomes quickly obvious they were only interested if they could get something out of the ground.
-Do they get what they can via mediation, cut their losses on the legal action and go after the sellers via other means? Horses heads in beds, concrete boots kind of thing?
They are between a rock and a hard place now but, knowing what we do about them, I think it quickly becomes about getting their money back instead of saving face / reputation? With their main means of making money from us gone, and ongoing revelations / investigations into the web of companies and people, you have to think they want out quickly to try and avoid further scrutiny.
One things for certain, the battle is won but the war continues (albeit now one of attrition). I'd encourage everybody to keep banging the drum about raising money towards the defence fund - MH may surprise us and take it all the way.
I'd also be more nervous this morning if I was Bottomley, Jarvis or the other sellers than at any other point in the last 12 months. EFL outcomes pending, publicly outed for various misdemeanours and now effectively selling an absolute dud to some not very nice people. No wonder Jarvo has gone private on insta again!
I may be wrong but in their claim Morton House are claiming for damages to be reimbursed for the value of the shares (which they valued at about £12 per shares) to decided at a fair value by the court.
Given what we know now about the main asset IE the ground you would assume that any valuation put on the club will be a lot less than that. Would Morton House continue to risk throwing bad money after bad for just a fraction of what they laid out?
It seems to me that the mediation at the end of this month has just become a whole more important to Morton House in terms of getting anything back through legal channels.
Add in the pending EFL verdict (don’t hold your breath) and the continued scrutiny from HRMC you might even say it looks more and more like the last dice being thrown.
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