| Club Statement (for shareholders, via email) 19:44 - May 27 with 28755 views | IOMDale |
Apologies if this is discussed elsewhere but the club have issued this statement tonight:
Rochdale AFC & Denehurst Park (Rochdale)
STATEMENT FROM CHAIRMAN ANDREW KELLY AND THE BOARD OF DIRECTORS TO RAFC SHAREHOLDERS
1. Update on Recent Developments
Ahead of the AGMs and EGMs to be held on Tuesday 1st June 2021, the board of directors would like to update shareholders with some important information.
Over the last two years, the board has held the view that to move the club forwards there is a need for outside investment. To have done nothing would have been negligent and would have placed the continuing existence of our proud football club at risk.
The Covid-19 pandemic has reset the world financially and, as a result, sustainability in the world of football is more challenging than ever. Even before that, as a Football Club operating at an elite level of professional football, we could not compete and thrive without the injection of significant amounts of money that are not open to us in the traditional way that we have been funded for 114 years.
We are currently one of less than ten percent of Football League clubs that isn’t owner-funded or major shareholder-controlled.
As a responsible board representing the Dale shareholders, who number over 300, we have looked at many outside parties who have presented varying levels of interest and associated proposals to become that new owner/investor.
Until very recently, none of the proposals tabled have been sufficiently detailed, credible or funded to a level necessary to ensure that the club is stabilised and developed to move us forwards.
The current board, in line with the wonderful previous board custodians over the past 114 years, only have the interests in the development and success of the club at heart and would not contemplate entering into an agreement that could potentially take us down the unsustainable path that other football clubs have sadly found themselves on.
Furthermore, the stringent tests now imposed by the EFL, with regards to owners and directors, are in place to ensure that such unsustainable situations like at those other clubs will never arise again. Not only is proof of funds required for any potential new owners and shareholders, but there are requirements to demonstrate how those funds were acquired and how they will sustain the club going forward. All of the parties that we are engaged in talks with fulfil those EFL requirements.
There has been a concentration by the board in the last four months to bring a conclusion to talks with genuinely interested parties that, if they were to acquire the club, would be to the betterment of RAFC. Commensurate with that, there has been a period of exclusivity with one interested party.
All parties involved wish to continue negotiations and due diligence in a confidential manner which is out of respect for the club. As a responsible board, we understand and respect this situation, but suffice it to say that throughout all the recent and continuing negotiations, we have been greatly impressed by the professional and knowledgeable approach taken at all times.
We can report that the level of investment and the short, medium and long-term plans that have been put forward represent something that this board has been seeking and the club has been in need of for several years.
We are aware of the current criticisms levelled at the existing board, but any potential new owners have confirmed that there will be a new structure introduced throughout the club should the negotiations continue to a successful conclusion. This new structure will be put in place as and when a full assessment has been concluded.
Relegation to EFL League 2 will undoubtedly influence important and immediate short-term planning but has not diminished the enthusiasm and desire to stabilise and develop RAFC over the next 5 years and to press the reset button to bring the club into the modern, post-covid, football world.
The plans discussed to date have featured greatly the urgent need to invest in Club facilities. Primarily, this includes developing first team training facilities, which can ideally become a first team, Academy and Community complex.
The second area of requirement is to invest in stadium refurbishments, both for football and non- football related development, with the third area of investment in on-the-field matters to achieve our ambitions of an immediate return to League One and to achieve greater sustainability as a football club.
At all times during the ongoing negotiations, we have been impressed by each party’s total understanding and respect for the fact that the supporters are the lifeblood of any football club.
2. The Next Steps
Due to the existing constitution of Rochdale Association Football Club Limited, there is currently no practical method of introducing the level of funding and associated control that is a pre-requisite of further negotiations.
This situation arises out of the fact that the present shareholding is so diverse, with the single largest holding representing only 21.87% of the current issued share capital.
In order to allow negotiations with the interested party to be taken to the next level, Resolutions 1, 2 and 4 need to be passed by shareholders at the EGM on 1st June.
Resolution 3 has previously been within the control of the board, but the authority to issue these shares expired in 2016, and was not renewed at that time.
Resolutions 1 and 2 would ensure that any investment will come directly into Rochdale AFC through the issue of new shares. If the board is unable to issue new shares, prospective shareholders could instead approach individual shareholders, which would see significant shareholdings being acquired with monies not benefitting the football club. This has happened in the last two years where a significant amount of money for shares has been transacted without benefit to RAFC. The new investment that is required would be put directly into achieving previously mentioned ambitions.
The board considers that this is an essential next step to allow development of the discussions with interested parties, who, with their vision, professionalism and passion, will be exactly what RAFC needs to not only secure the future, but to develop the club for the benefit of the supporters, the community and the town of Rochdale. Without having the authority to issue new shares, the board is effectively stifled in its ability to seek new investment and we are left in a situation where the status quo prevails.
Whilst the sensitivity and confidential nature of these ongoing negotiations needs to be maintained at this present time, the future transparency and engagement with the supporters on any offer can only benefit all concerned with RAFC.
If we can all work together to bring the passion, vision and investment on offer to the club, we are sure that RAFC will be in a very different place in years to come.
EGM Resolutions 1, 2, 3 & 4
1. THAT, in accordance with paragraph 42(2)(b) of Schedule 2 of the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008, the restriction on the authorised share capital of the Company be revoked and deleted from the Company’s memorandum of association.
2. THAT, subject to the passing of resolution 1, in accordance with section 551 of the Companies Act 2006, the directors of the Company (Directors) be generally and unconditionally authorised to allot shares in the Company up to an aggregate nominal amount of £348,521 (697,042 shares @ £0.50 per share) provided that —
a. this authority shall, unless renewed, varied or revoked by the Company, expire at not less than 5 years from the date this resolution is passed; and
b. all shares allotted pursuant to the authorisation hereby conferred shall be so allotted at no less than £6 per share.
3. AND, in the event that resolution 1 is not passed, in accordance with section 551 of the Companies Act 2006, the Directors be generally and unconditionally authorised to allot shares in the Company up to an aggregate nominal amount of £198,521 (397,042 shares @ £0.50 per share), which is the limit of the Company’s authorised share capital, provided that —
a. this authority shall, unless renewed, varied or revoked by the Company, expire at not less than 5 years from the date this resolution is passed; and
b. all shares allotted pursuant to the authorisation hereby conferred shall be so allotted at no less than £6 per share.
Special resolution
4. That, subject to the passing of resolution 2 or 3 and, in accordance with section 570 of the Companies Act 2006, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) pursuant to the authority conferred by resolution 2, as if section 561(1) of the CA 2006 did not apply to any such allotment.
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| Club Statement (for shareholders, via email) on 07:38 - May 28 with 2066 views | fitzochris |
| Club Statement (for shareholders, via email) on 07:31 - May 28 by James1980 |
Would those against the proposals be more likely to be in favour if there was less or no secrecy regarding the prospective investors? [Post edited 28 May 2021 7:31]
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James, if I tell you something, do you promise not to get mad? |  |
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| Club Statement (for shareholders, via email) on 07:53 - May 28 with 2028 views | RAFCBLUE |
| Club Statement (for shareholders, via email) on 07:31 - May 28 by James1980 |
Would those against the proposals be more likely to be in favour if there was less or no secrecy regarding the prospective investors? [Post edited 28 May 2021 7:31]
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You can't answer that question.
What if the club discloses it's a highly successful businessman like Stewart Day?
I'd be even less likely to vote for it than I am now.
Beware any prospective investor who looks like they can't afford to do a proper takeover by building a conventional holding through official means. From my life watching the shenanagins of the lower divisions. That includes:
* Social media influences
* Property developers (Stewart Day at bury)
* Racing team owners (John Batchelor at York City)
* Ex-convict safe breakers (George Reynolds at Darlington)
That's off the top of my head. If I gave some time to it I can probably think of others.
If this Board were credible then Bottomley, Rawlinson, Kelly and Pockney should sell this secret investor a proportion of their existing shares and give them a seat at the table.
There was no secrecy in appointing Nick Grindrod so what's different? |  |
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| Club Statement (for shareholders, via email) on 07:54 - May 28 with 2022 views | James1980 |
| Club Statement (for shareholders, via email) on 07:38 - May 28 by fitzochris |
James, if I tell you something, do you promise not to get mad? |
Am I missing the point, overthinking, or both?
Also I am neither for or against the proposals I don't have enough business or football knowledge to know what is best for the club in the long run. |  |
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| Club Statement (for shareholders, via email) on 08:10 - May 28 with 2001 views | judd |
| Club Statement (for shareholders, via email) on 07:53 - May 28 by RAFCBLUE |
You can't answer that question.
What if the club discloses it's a highly successful businessman like Stewart Day?
I'd be even less likely to vote for it than I am now.
Beware any prospective investor who looks like they can't afford to do a proper takeover by building a conventional holding through official means. From my life watching the shenanagins of the lower divisions. That includes:
* Social media influences
* Property developers (Stewart Day at bury)
* Racing team owners (John Batchelor at York City)
* Ex-convict safe breakers (George Reynolds at Darlington)
That's off the top of my head. If I gave some time to it I can probably think of others.
If this Board were credible then Bottomley, Rawlinson, Kelly and Pockney should sell this secret investor a proportion of their existing shares and give them a seat at the table.
There was no secrecy in appointing Nick Grindrod so what's different? |
Excellent points.
My theory is that he/she/they are not being named because their offer will be to take on all the shares held by the board and the former chairman as well as the unissued shares to gain overall control.
Naming the investor now would invite due diligence from fans who may very well form a vastly different opinion to the board.
I remember the due diligence done on this:
https://www.rochdaleafc.co.uk/news/2019/july/portugal-pre-season-sponsor-announc
https://www.manchestereveningnews.co.uk/news/greater-manchester-news/champagne-c |  |
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| Club Statement (for shareholders, via email) on 08:18 - May 28 with 1974 views | fitzochris |
| Club Statement (for shareholders, via email) on 07:54 - May 28 by James1980 |
Am I missing the point, overthinking, or both?
Also I am neither for or against the proposals I don't have enough business or football knowledge to know what is best for the club in the long run. |
No, but if you answered my question as, "How can I promise how to react when I don't know what you are going to say", you would have answered your initial question. | |
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| Club Statement (for shareholders, via email) on 08:20 - May 28 with 1970 views | kel |
That’s shocking.
Bet that’s not on Bottomley’s linkedin. |  | | |
| Club Statement (for shareholders, via email) on 08:20 - May 28 with 1970 views | fitzochris |
It's a good job we have diligent fans eh, Judd? And not just those who post on here. | |
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| Club Statement (for shareholders, via email) on 08:34 - May 28 with 1932 views | James1980 |
| Club Statement (for shareholders, via email) on 08:18 - May 28 by fitzochris |
No, but if you answered my question as, "How can I promise how to react when I don't know what you are going to say", you would have answered your initial question. |
My reply was initially going to say it depends on what you say. Sorry for asking another question. Are people against outside investment in principle or the way in which the board are trying to secure it? | |
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| Club Statement (for shareholders, via email) on 08:41 - May 28 with 1917 views | fitzochris |
| Club Statement (for shareholders, via email) on 08:34 - May 28 by James1980 |
My reply was initially going to say it depends on what you say. Sorry for asking another question. Are people against outside investment in principle or the way in which the board are trying to secure it? |
Outside investment will always be welcomed, James, but when the source is keen not be know - by both their own choice and the club's - people are going to be naturally suspicious.
You should always ask the following:
- If you are not a dyed-in-the-wool RAFC supporter, why would you want to invest in the club?
- How can a club like RAFC give you a return on your investment?
- And, most importantly, where is the money coming from?
Answers to those questions might at least help shareholders make a more informed decision. | |
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| Club Statement (for shareholders, via email) on 08:46 - May 28 with 1900 views | DaleiLama |
| Club Statement (for shareholders, via email) on 08:41 - May 28 by fitzochris |
Outside investment will always be welcomed, James, but when the source is keen not be know - by both their own choice and the club's - people are going to be naturally suspicious.
You should always ask the following:
- If you are not a dyed-in-the-wool RAFC supporter, why would you want to invest in the club?
- How can a club like RAFC give you a return on your investment?
- And, most importantly, where is the money coming from?
Answers to those questions might at least help shareholders make a more informed decision. |
So you think going clay pigeon shooting with shotguns loaded with live ammunition, at night, wearing blindfolds, is not a good idea? Asking for a friend who was thinking of arranging this as a finale at a gala dinner.
Carriages after the AGM
Edit: This announcement is the most sinister in a series of sinister moves that have taken place at our club, and the tone of it leaves no doubt as to who penned it. [Post edited 28 May 2021 8:49]
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| Club Statement (for shareholders, via email) on 08:56 - May 28 with 1870 views | RAFCBLUE |
I would be inclined to agree with you judd.
Essentially it appears that certain shareholders cannot sell out their shares to a new investor, to give that new investor control without overriding the rights and desires of certain other shareholders who might not want that. That is why Resolution 1 to 4 appear not in the best interest of the club, but in the best interests of certain individuals involved with the club.
On the subject of takeovers in football, it is a very small pool of potential owners. That is why you see so many similar names linked with every local takeover.
In recent history I can think of Wigan, Bolton and Macclesfield in this locality that have been subject to takeover speculation.
You'd have to think it was one of the unsuccessful parties in those deals that would be interested in our club. Same geography, similar league positions and roughly similar local economics. Wigan was the last successful takeover.
Trawling the web, you can easily find the names.
Wigan's failed bidders which will be the most likely participants:
* Consortium led by Felipe Moreno (former Leganes president)
* Martin Halsall (Motorsport enthusiast)
* Darren Gibson (former footballer)
* Consortium led by Saul Loggenberg (South African-based British businessman)
If it was a Dale fan the club would have trailed the name or dare I say it, they would be on the Board already.
This therefore has to be a complete outsider and I'd wager that some of that list above would have at some point expressed an interest if indeed our mystery party isn't actually one of the four above. | |
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| Club Statement (for shareholders, via email) on 09:12 - May 28 with 1813 views | judd |
| Club Statement (for shareholders, via email) on 09:07 - May 28 by RAFCBLUE |
DaleiLama - are you saying that those are not the words of Andrew Kelly but another Board member, purporting to be Andrew Kelly? |
Wonderful. | |
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| Club Statement (for shareholders, via email) on 09:12 - May 28 with 1813 views | dalefan |
| Club Statement (for shareholders, via email) on 23:29 - May 27 by Stourdale |
This is obviously a sales pitch to get some backing.
Despite people’s distain for the current board, do people really think that major shareholders would sell the club down the river.
What has Andrew Kelly got to gain from diluting his shareholding, what do the kilpatricks have to gain?
Bottomley? Despite all of his failing’s (and there’s many) before being CEO he was a fan who stood on the terrace. Do people really think he would risk ruining his boyhood club for a dilution of his shares.
We aren’t Bury, we aren’t that desperate with millions in debt, if we were we would have bent over backwards to take Dan & Emre’s loan option.
I believe despite all the failings from the board, deep down they have the future of the club at heart and will try their hardest to get what they believe is best for the future of the club.
If they can get £6 x700,000 which gives us the opportunity to build then I would have to back it.
What’s the alternative? Someone slowly buys private shares and has little money to actually do anything with the club. Dan & Emre slowly accumulate and take over. rinse the club to prove an algorithm works then run off into the night leaving the club with more liabilities than can be afforded?
I want the current board gone 100% but I don’t want to cut my nose to spite my face. If there is a chance of sustained investment I’d bite their hand off and trust the fans on the board. |
Well said.
Whilst others are critical they are not proposing any alternative.
The directors have the best interests of the club at heart. How else can we attract someone to invest millions into the club. | | | |
| Club Statement (for shareholders, via email) on 09:20 - May 28 with 1782 views | DaleiLama |
| Club Statement (for shareholders, via email) on 09:07 - May 28 by RAFCBLUE |
DaleiLama - are you saying that those are not the words of Andrew Kelly but another Board member, purporting to be Andrew Kelly? |
Let me just try this cap on ...... | |
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| Club Statement (for shareholders, via email) on 09:24 - May 28 with 1759 views | D_Alien |
| Club Statement (for shareholders, via email) on 09:12 - May 28 by dalefan |
Well said.
Whilst others are critical they are not proposing any alternative.
The directors have the best interests of the club at heart. How else can we attract someone to invest millions into the club. |
Did the directors have the club's best interests at heart when they awarded a visibly failing manager a contract extension in a secret and evasive manner? |  |
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| Club Statement (for shareholders, via email) on 09:30 - May 28 with 1738 views | dalefan |
| Club Statement (for shareholders, via email) on 09:24 - May 28 by D_Alien |
Did the directors have the club's best interests at heart when they awarded a visibly failing manager a contract extension in a secret and evasive manner? |
I thought it had been established it wasn’t the board that approved it but someone who has been the subject of much comment on this board. I consider that the board of directors have the best interests of the club at heart. Mistakes may have been made but they want what is best for the club.
I still haven’t seen any viable alternatives put forward. | | | |
| Club Statement (for shareholders, via email) on 09:31 - May 28 with 1733 views | Sandyman |
| Club Statement (for shareholders, via email) on 09:12 - May 28 by dalefan |
Well said.
Whilst others are critical they are not proposing any alternative.
The directors have the best interests of the club at heart. How else can we attract someone to invest millions into the club. |
It would help if those "millions" (if they even exist) had provenance which could be shown as being genuine and secure. Anyone can pretend they have "millions" to invest. Due diligence often suggests otherwise. If there's nothing to hide, why go to great lengths to hide it? |  | | |
| Club Statement (for shareholders, via email) on 09:34 - May 28 with 1714 views | dalefan |
| Club Statement (for shareholders, via email) on 09:31 - May 28 by Sandyman |
It would help if those "millions" (if they even exist) had provenance which could be shown as being genuine and secure. Anyone can pretend they have "millions" to invest. Due diligence often suggests otherwise. If there's nothing to hide, why go to great lengths to hide it? |
So what would it take for people to support the proposal, or will it be opposed no matter what, even if people have no viable alternative | | | |
| Club Statement (for shareholders, via email) on 09:38 - May 28 with 1692 views | RAFCBLUE |
| Club Statement (for shareholders, via email) on 09:12 - May 28 by dalefan |
Well said.
Whilst others are critical they are not proposing any alternative.
The directors have the best interests of the club at heart. How else can we attract someone to invest millions into the club. |
Are you forgetting that Chris Dunphy offered a return, just a few weeks ago?
An offer to return that did not need all existing shareholders to waive their pre-existing rights to be taken up?
A named individual who the vast majority of fans respect for a 30+year contribution to the club.
You must have missed that alternative! | |
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| Club Statement (for shareholders, via email) on 09:41 - May 28 with 1681 views | kel |
| Club Statement (for shareholders, via email) on 09:34 - May 28 by dalefan |
So what would it take for people to support the proposal, or will it be opposed no matter what, even if people have no viable alternative |
Alternative or not, shouldn’t we want to know who this potential investor is? bury fans rolled over and were dazzled by bullshit and look where their club is now. I’m not saying it is bullshit btw but I’d personally like to know who is potentially looking to take over OUR club.
Why the secrecy? | | | |
| Club Statement (for shareholders, via email) on 09:42 - May 28 with 1675 views | dalefan |
| Club Statement (for shareholders, via email) on 09:38 - May 28 by RAFCBLUE |
Are you forgetting that Chris Dunphy offered a return, just a few weeks ago?
An offer to return that did not need all existing shareholders to waive their pre-existing rights to be taken up?
A named individual who the vast majority of fans respect for a 30+year contribution to the club.
You must have missed that alternative! |
No I didn’t miss it.
Dunphy doesn’t have the funds to take the club forward though. | | | |
| Club Statement (for shareholders, via email) on 09:53 - May 28 with 1632 views | tony_roch975 |
| Club Statement (for shareholders, via email) on 09:34 - May 28 by dalefan |
So what would it take for people to support the proposal, or will it be opposed no matter what, even if people have no viable alternative |
For many on here I suspect it will be opposed because it's being proposed by an (unconstitutionally small) Board who are seen as being 'controlled' by an 'unaccountable' CEO whose decisions about both on and off the field matters many on here oppose. As to whether that view is shared by the (non Board) major shareholders, we will find out at the AGM/EGMs. Given the reasonable concern about the dangers of outside investment, a full open proposal by any potential outside investor to shareholders would seem the best way forward - many might still oppose that but at least the proposal could have a transparent investigation. Equally the Club's financial future without investment looks precarious especially if it aspires to a higher place on the pyramid than League 2 so doing nothing isn't an option. | |
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| Club Statement (for shareholders, via email) on 09:55 - May 28 with 1624 views | SuddenLad |
| Club Statement (for shareholders, via email) on 09:42 - May 28 by dalefan |
No I didn’t miss it.
Dunphy doesn’t have the funds to take the club forward though. |
And neither, as far as we know, has the 'unidentified bidder'. Hence the questions.
If there cannot be more transparency, more openness, more clarity, then supporters and shareholders alike should naturally treat the whole thing with suspicion.
Let the bidder identify himself/herself/themselves and let's be given some meat to put on the bones.
Otherwise it smacks of yet another cloak and dagger operation involving a lower league football club, who risk being thrown to the wolves whilst others get a fat profit and disappear over the horizon.
I don't want that scenario at OUR club and neither should anyone else blindly or unintentionally encourage it. |  |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| Club Statement (for shareholders, via email) on 09:57 - May 28 with 1615 views | James1980 |
only have the interests in the development and success of the club at heart and would not contemplate entering into an agreement that could potentially take us down the unsustainable path that other football clubs have sadly found themselves on.
Furthermore, the stringent tests now imposed by the EFL, with regards to owners and directors, are in place to ensure that such unsustainable situations like at those other clubs will never arise again. Not only is proof of funds required for any potential new owners and shareholders, but there are requirements to demonstrate how those funds were acquired and how they will sustain the club going forward. All of the parties that we are engaged in talks with fulfil those EFL requirements.
Does this not allay some of the fears? | |
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