[Archived] Rovers Might Have Been Sold?

[chaddyrovers]

Very positive news this is for the club. We need a takeover to happen to move the club forward and up the league. Give Big Sam a decent transfer budget to spend in January and sign 2 or 3 players then. Improve the marketing and sponsorship of the club, increase the revenue coming into the club.

[bluebruce]

"We are progressing well and hopeful of completing the due diligence process this week. It's fingers crossed for that. Then we will approach the Premier League to complete the paperwork needed. We also have to make an offer to the minority shareholders of the club."

I'm very surprised they haven't already done that.

[philipl]

First comment from Mr Ali's team for a long time so it must be very very close..

Julia Thiem, spokeswoman for Western Gulf Advisory, Syed's investment company, saidsaid: "We are progressing well and hopeful of completing the due diligence process this week. It's fingers crossed for that. Then we will approach the Premier League to complete the paperwork needed. We also have to make an offer to the minority shareholders of the club."

Asked when Syed may complete and hold executive power over Blackburn, Thiem said: "It is a little more complicated because of [the majority] of the club being owned by a trust. The lawyers say this could make the deal longer to conclude. We hope it could be done by the middle or end of September. But it is difficult to know at the moment."

First comment for four days I think it is- just feels like a long time's silence! WGA's last comment was clear; that they would not comment further for the time being but I understand that Rovers could be unwittingly in the press tomorrow so this intervention by WGA this evening is very welcome.

Nobody should be concerned by the following sentence- "It is a little more complicated because of [the majority] of the club being owned by a trust".

This is proof positive that Jack set up the Trust's involvement with Rovers in such a way that the club could not just be jetisoned by the Trustees. This is NOT the Trustees moving slowly- it is because there are a lot of things that need to be unravelled and possibly a Deed of Variation to the Trust Settlement to be applied for from the Jersey Courts before the Trustees can safely transfer the shareholdings to a third party. Sorting out those clauses takes time with the best will in the world and if a Deed is required, nobody will know precisely how long the Jersey authorities need to review the application before it is granted - it is no good Googling the Jersey Courts by the way because these matters would be held strictly in private so my guess on this stage is unlikely to be proven either right or wrong!

There is also reference in the Guardian piece to an offer to be made to buy out the minority shareholders- these are the people and in many cases now, the families of old Rovers' shareholders who declined Jack's offer to buy them out when he injected the first £25m into the club back in 1991. There is no indication whether Mr Ali is going to make a voluntary offer or use the powers of the Companies Act to require a sale by the minority shareholders. There are quite a few shareholders who are members of this web site so we might hear first hand what their position is if there is no confidentiality requirement.

Just to summarise the Rovers sale process as I see it based on my experience of these sorts of things.

On Monday two weeks ago, an exclusive agreement called a Memorandum of Understanding was signed giving Mr Ali sole rights to do due diligence and PREVENTING ROVERS FROM ACCEPTING ANY ALTERNATIVE BID. So other people could talk to Rovers but that is all they could do. Anyone else claiming they have reached agreement to buy the club is blowing bubbles.

The Rovers made a statement confirming this fact.

Mr Ali then revealed that within the Memorandum of Understanding, a Heads of Agreement was also signed. That Heads of Agreement would be the the sale agreement which effectively bound the Trust to sell to Mr Ali and Mr Ali to buy the club under a set of agreed terms and conditions subject to due diligence.

Four weeks was the stipulated exclusive period which means Mr Ali's people were confident they could do the due diligence within three weeks allowing a week's contingency- Julia's comment in the Guardian points to them hitting the three weeks.

During due diligence, the Rovers management and Mr Ali's lawyers and accountants will have been in intense communication so it will have been evident from day to day whether everything was going well or otherwise.

A sign that it was going well was the sudden surge of activity at Forbes Solicitors on Thursday. My guess is the feed back from the due diligence at that stage meant it was worth the Trust expending the fees to start preparing the plethora of legal documents involved in effecting the sale.

Now we know we are looking at completion of Due Diligence by next Friday probably. At that point the Due Diligence book containing all its questions, answers, evidence and supplementary questions and answers arising from the initial answers will be formally bound and signed off by the Rovers and Trustees. That in effect is the business evidence which Mr Ali and his team will be relying on to know what they are buying.

If the due diligence has raised issues, there could be a re-negotiation within the terms of the Heads of Agreement on those matters. If there are no issues, both sides affirm that to be the case and the Heads of Agreement are retitled Sale Agreement with all the "subject to due diligence" clauses removed.

At that point, everything should be purely mechanical. All the documents get completed, both sides sign them as and when they are happy with them and each document gets placed in a secure location from which they cannot be released until the full set of all the documents is completed and signed by all parties.

As I have already explained there are the complications of unwinding the binding terms the Trust is working within and demonstrating fulfilment of Jack's wishes plus the minority shareholders to be resolved but Mr Ali's team and the Trust will both already know exactly what is needed to be done and how this is to be handled. This stage could get delayed simply because there will be people who have not been direct parties to the negotiations whose signatures will be required. I am sure the Trust will have pre-cleared the deal with these people affected by the Trust (other beneficiaries and their lawyers) so there should be no scope for the sale to be challenged.

We then reach the day of completion and Mr Ali will transfer monies to the order of Rothschilds. Rothschilds and both sets of lawyers will witness the completion documents and when satisfied will release the purchase payment to the Trust (and at the same time quite probably whatever initial injection is to be paid into the Rovers) and the job's a good one.

I am sticking to my five week forecast as time from signing of exclusive agreement to sale. We are two weeks into that period on Monday.

[philipl]

I'm very surprised they haven't already done that.

Mr Ali position is so strong that the interest paid on his interest would pass the Premier League test.

The Premier League test is a total no-brainer.

[bluebruce]

Mr Ali position is so strong that the interest paid on his interest would pass the Premier League test.

The Premier League test is a total no-brainer.

Yeh but I wasn't talking about the Premier League test, I was talking about making an offer to the minority shareholders, sorry for not being clear enough. I don't see why he hasn't done that, especially with them hinting it could slow and complicate the deal.

[Guest Kamy100]

First comment for four days I think it is- just feels like a long time's silence! WGA's last comment was clear; that they would not comment further for the time being but I understand that Rovers could be unwittingly in the press tomorrow so this intervention by WGA this evening is very welcome.

Nobody should be concerned by the following sentence- "It is a little more complicated because of [the majority] of the club being owned by a trust".

This is proof positive that Jack set up the Trust's involvement with Rovers in such a way that the club could not just be jetisoned by the Trustees. This is NOT the Trustees moving slowly- it is because there are a lot of things that need to be unravelled and possibly a Deed of Variation to the Trust Settlement to be applied for from the Jersey Courts before the Trustees can safely transfer the shareholdings to a third party. Sorting out those clauses takes time with the best will in the world and if a Deed is required, nobody will know precisely how long the Jersey authorities need to review the application before it is granted - it is no good Googling the Jersey Courts by the way because these matters would be held strictly in private so my guess on this stage is unlikely to be proven either right or wrong!

There is also reference in the Guardian piece to an offer to be made to buy out the minority shareholders- these are the people and in many cases now, the families of old Rovers' shareholders who declined Jack's offer to buy them out when he injected the first £25m into the club back in 1991. There is no indication whether Mr Ali is going to make a voluntary offer or use the powers of the Companies Act to require a sale by the minority shareholders. There are quite a few shareholders who are members of this web site so we might hear first hand what their position is if there is no confidentiality requirement.

Just to summarise the Rovers sale process as I see it based on my experience of these sorts of things.

On Monday two weeks ago, an exclusive agreement called a Memorandum of Understanding was signed giving Mr Ali sole rights to do due diligence and PREVENTING ROVERS FROM ACCEPTING ANY ALTERNATIVE BID. So other people could talk to Rovers but that is all they could do. Anyone else claiming they have reached agreement to buy the club is blowing bubbles.

The Rovers made a statement confirming this fact.

Mr Ali then revealed that within the Memorandum of Understanding, a Heads of Agreement was also signed. That Heads of Agreement would be the the sale agreement which effectively bound the Trust to sell to Mr Ali and Mr Ali to buy the club under a set of agreed terms and conditions subject to due diligence.

Four weeks was the stipulated exclusive period which means Mr Ali's people were confident they could do the due diligence within three weeks allowing a week's contingency- Julia's comment in the Guardian points to them hitting the three weeks.

During due diligence, the Rovers management and Mr Ali's lawyers and accountants will have been in intense communication so it will have been evident from day to day whether everything was going well or otherwise.

A sign that it was going well was the sudden surge of activity at Forbes Solicitors on Thursday. My guess is the feed back from the due diligence at that stage meant it was worth the Trust expending the fees to start preparing the plethora of legal documents involved in effecting the sale.

Now we know we are looking at completion of Due Diligence by next Friday probably. At that point the Due Diligence book containing all its questions, answers, evidence and supplementary questions and answers arising from the initial answers will be formally bound and signed off by the Rovers and Trustees. That in effect is the business evidence which Mr Ali and his team will be relying on to know what they are buying.

If the due diligence has raised issues, there could be a re-negotiation within the terms of the Heads of Agreement on those matters. If there are no issues, both sides affirm that to be the case and the Heads of Agreement are retitled Sale Agreement with all the "subject to due diligence" clauses removed.

At that point, everything should be purely mechanical. All the documents get completed, both sides sign them as and when they are happy with them and each document gets placed in a secure location from which they cannot be released until the full set of all the documents is completed and signed by all parties.

As I have already explained there are the complications of unwinding the binding terms the Trust is working within and demonstrating fulfilment of Jack's wishes plus the minority shareholders to be resolved but Mr Ali's team and the Trust will both already know exactly what is needed to be done and how this is to be handled. This stage could get delayed simply because there will be people who have not been direct parties to the negotiations whose signatures will be required. I am sure the Trust will have pre-cleared the deal with these people affected by the Trust (other beneficiaries and their lawyers) so there should be no scope for the sale to be challenged.

We then reach the day of completion and Mr Ali will transfer monies to the order of Rothschilds. Rothschilds and both sets of lawyers will witness the completion documents and when satisfied will release the purchase payment to the Trust (and at the same time quite probably whatever initial injection is to be paid into the Rovers) and the job's a good one.

I am sticking to my five week forecast as time from signing of exclusive agreement to sale. We are two weeks into that period on Monday.

Thanks Philip, this is an excellent summary.

[philipl]

Yeh but I wasn't talking about the Premier League test, I was talking about making an offer to the minority shareholders, sorry for not being clear enough. I don't see why he hasn't done that, especially with them hinting it could slow and complicate the deal.

Until the Heads of Agreement to Sell between the Trust and Mr Ali goes unconditional there is no sale to involve the minority shareholders in.

Also so long as the minority shareholders have been informed and have an equitable proposal from Mr Ali prior to the sale by the Trust is completed, any physical transfers of shares and payments for them can take place after the main sale.

So I would expect the minority shareholders will be receiving offer documents sometime around 7 September but that's my guess- if it arrives later it doesn't mean something has gone wrong.

What is tricky is the Trust working through all the protective clauses inserted in the Settlement to look after the Rovers. By their very nature, these would be indicative and non-specific acting as guidelines for the Trustees in exercising their responsibilities under Trust. That works well when it is business as usual but becomes a bit like stroking a hedgehog against the spines when selling a protected asset. I might be wrong but I believe Rovers are in some senses technically a Trust beneficiary and removing a beneficiary is a potentially fraught process for any Trust or Trustee.

[Wing Wizard Windy Miller]

I understand that Rovers could be unwittingly in the press tomorrow so this intervention by WGA this evening is very welcome.

That sounds a little ominous - can you elaborate?

[mogster]

First comment for four days I think it is- just feels like a long time's silence!

I am sticking to my five week forecast as time from signing of exclusive agreement to sale. We are two weeks into that period on Monday.

Yes, I can't believe it's only been 2 weeks, it feels like months! I was getting particularly nervous as the only thing we have heard in that time is that twonk from the NOTW making up his careless whispers.

I was also worried because I have been on the wrong end of a business deal that had reached the Heads of Terms stage this week. I know that if a perceived surer bet comes along then everything can change.

So lets get this bloody thing signed as soon as possible!

[Craigman]

Oz Trio in for Rovers

[mogster]

And here is ANOTHER twist:

A New Bidder

Sorry craigman, you beat me to it

[Hughesy]

Syed all the way please....no little bids that have no substance to their bids or any proof of finances to back it up. Syed has the funds & clearly is very interested!

[ffan]

Aplogies if already posted but this one is from nicko

Rovers have been approached by a London-based firm representing another ‘Asian’ group who want to snatch control of the Lancashire outfit.

[tony gale's mic]

Aplogies if already posted but this one is from nicko

Rovers have been approached by a London-based firm representing another ‘Asian’ group who want to snatch control of the Lancashire outfit.

No it hasn't, thanks.

What the hell is going on with all these people!

This is actually hilarious....

[sparky12]

Aplogies if already posted but this one is from nicko

Rovers have been approached by a London-based firm representing another ‘Asian’ group who want to snatch control of the Lancashire outfit.

i hope no one falls for any of these stories, written by what id call tin pot journo's that need a new story so have brought something up that has been quiet for a while!!

both these stories come just a few hours after this...

Ali Syed's bid still on track.

[47er]

I do hope your rant at me has helped make you feel better and will have an enjoyable weekend.

May I mention the post JBN made related to the type of transfer policy he favoured following the club's sale. As far as I can see it was not a post regarding the positive or negative side of the proposed takeover. My response was to point out that Fulham, his example, while being a club that is cautious in the transfer market, something he was advocating, are £168m in debt and cannot be a good example of the success of such policy. JBN also went on to say under new ownnership he felt we would not compete with several top teams financially. My point was, and still, is that a new owner investing £300m over a 15 year plan (Al Fayed has been at Fulham for 13 years) might be looking for more than seventh; ergo buying small and settling for mid-table up to around 7th is not going to be good enough for the new owners. If Syed buys the club, which I'm sure he will, it seems certain he will be looking to buy bigger than £2.5-5m players and will be expecting to at least challenge the 5-6 teams mentioned by JBN. If Syed is prepared to invest £300m in the club surely he is expecting more in return for his investment than 7th?

That was my point and I made absolutely no reference, positive r negative to the proposed takeover, but if you wish to see it in a different light please feel free to do so - after watching today it is even more apparent the team needs some wise investment, and I doubt many £2m players would make much difference to our side.

Very thin-skinned response from you. My post wasn't a rant at you so don't pretend it was. You have consistently made negative points about this takeover and no positive ones that I recall and I've responded.

I answered your specific points eg if Fulham are in debt then its only a problem if the owner won't meet it. I pointed out that this is exactly the position we are now in with the Trust. Your example of Fulham is OK as far as it goes but watch them improve with a manager like Hughes and they have had Euro football for the first time ever and went rather better than we ever have!

I doubt many 2M players would make much difference to our team also--we can agree on that. And "yes" I think Syed is targeting higher than 7th. Good eh? Exciting times!

So, anything positive to say about the proposed takeover? And "yes' very pleasant weekend so far thank you apart from Rovers losing.

[imy9]

Philip-could I get you to clarify something-as a MOU has been signed by both parties does this not mean that it is up to syed to decide now whether he wants to buy the club?

Also what do you think about the new bids, any likely to be accepted or are they a way of warning syed that there are other parties willing to buy the club if he tries to renegotiate? Thanks.

[philipl]

Philip-could I get you to clarify something-as a MOU has been signed by both parties does this not mean that it is up to syed to decide now whether he wants to buy the club?

Also what do you think about the new bids, any likely to be accepted or are they a way of warning syed that there are other parties willing to buy the club if he tries to renegotiate? Thanks.

LT link reports the same words that appeared in the Guardian/Observer- Ali Syed's bid still on track

By way of contrast Alan Nixon has picked up a FOURTH potential bidder in his People report.

I can only repeat that the agreement to sell the club had been negotiated BEFORE the Memorundum of Understanding including the Heads of Agreement was signed on Monday 17 August.

We don't know exactly what was contained in the words signed but it will have been effectively binding on Mr Ali to buy and the Trust to sell to him provided a set of conditions were met. The due diligence will be systematically working through the conditions and showing they are met- the activity at Forbes and the WGA spokesperson's comments confirm that is what is happening.

For a long time, there was rumour of an un-named third party interested in Rovers and now the NoTW has identified them as being three unnamed 30-something Australians offering £25m and nicko has found a third group of Indians whom I believe are represented by yet another London agent but rather more serious than Chris Nathaniel.

My reaction to this is- both sets must have been talking to Rothschilds for a decent amount of time to have been able to make an offer and indeed the NoTW confirms that by saying they have had access to financial information under NDA (non-disclosure agreement). All this means is that they have shown Rothschilds they have money and Rothschilds have given them a sales prospectus. If you had £25m in the bank, you could sign an NDA and get one too.

- the fact they both of these parties are going public without naming themselves after being silent for so long shows they know they are about to lose. It is a desperate last throw of the dice.

- not least with regards to the Australians because the offer is £25m with an unspecified amount for transfer spending vs Mr Ali's numbers which are consistently being repeated and large.

- also note how the People headline actually bears no relationship to Alan Nixon's story. "Blackburn Rovers target new billionaire as fight to purchase club intensifies" becomes Rovers "Rovers are a target for a NEW takeover bidder" A VERY BIG DIFFERENCE.

- this is a several hundred million pound deal. Two bidders are quoted in the News of the World and the People. Mr Ali's stories have gone into the Telegraph, the Guardian and the Times and been picked up by the "voice of the Rovers" Andy Cryer in the LT. Which one is serious?- it is pretty obvious isn't it?

If one party puts a significantly better deal on the table, then no doubt the MoU allows the Trust wriggle room to re-negotiate and find room to wriggle out from their agreement with Mr Ali. I doubt that wriggling out will happen because of whom the Trustees are but if a significantly better future for Rovers than the £300m over 15 years proposed by Mr Ali is in writing, the terms of the Settlement would force their hand.

Come on, how likely is that????

I am sticking with 99% probability of Mr Ali being our new owner and a sale completion around about 18 September.

[philipl]

That sounds a little ominous - can you elaborate?

The News of the World and People stories which are now published.

Liverpool FC and their supporters must be green with envy looking at Rovers this morning!

[Wing Wizard Windy Miller]

The News of the World and People stories which are now published.

Liverpool FC and their supporters must be green with envy looking at Rovers this morning!

[joey_big_nose]

May I mention the post JBN made related to the type of transfer policy he favoured following the club's sale. As far as I can see it was not a post regarding the positive or negative side of the proposed takeover. My response was to point out that Fulham, his example, while being a club that is cautious in the transfer market, something he was advocating, are £168m in debt and cannot be a good example of the success of such policy. JBN also went on to say under new ownnership he felt we would not compete with several top teams financially. My point was, and still, is that a new owner investing £300m over a 15 year plan (Al Fayed has been at Fulham for 13 years) might be looking for more than seventh; ergo buying small and settling for mid-table up to around 7th is not going to be good enough for the new owners. If Syed buys the club, which I'm sure he will, it seems certain he will be looking to buy bigger than £2.5-5m players and will be expecting to at least challenge the 5-6 teams mentioned by JBN. If Syed is prepared to invest £300m in the club surely he is expecting more in return for his investment than 7th?

That was my point and I made absolutely no reference, positive r negative to the proposed takeover, but if you wish to see it in a different light please feel free to do so - after watching today it is even more apparent the team needs some wise investment, and I doubt many £2m players would make much difference to our side.

I agree that Said is likely to want something more glamorous. For my money that worries me as you get better value cheaper, but everyone has a different opinion. I suppose it really comes down to how much he is willing to spend. If he is happy to increase our wage and transfer budget to be similar to Spurs over the next 5 years then we probably can have a shot at competing with the top teams in the transfer market and buy the top names.

Personally I am skeptical about buying into a model so divorced from our income. Plus maybe I am being wildly conservative and stupid here but the level of investment I am anticipating actually happening is more Stoke/Sunderland than CIty/Spurs. I'll hold my hands up if I am wrong.

ps. all the good players in our side currently cost around 2m. Our best players of the last ten years have all cost around 2-5m. More money should mean better player. But the majority of the time it does not except at the very top end of the market.

[Torgeir]

Wouldn't we want the new owner to purchase the club as cheap as possible, leaving more funds for transfers?

[nicko]

The story in the People is based on a move made about ten days ago. It is an approach that was encouraged, which may or not be significant, and it is still 'live.'

I don't know the identity of the people behind it, although ironically there is an Indian element to it. This move is also know to a couple of people round here who have kept it out of the public domain.

I have no idea about the News of the World story, but I have no reason to doubt it. They could even be part of the same team.

The one thing the two developments have in common is that people who want to buy football clubs see yours as worth buying at the moment.

I would also point out that your manager writes for the Screws...

[imy9]

Is there any indication how much money these guys have?

[Billy Castell]

At least it sounds like we're popular. I think Sayed Ali will take over the club, but the other groups will make a few waves and give the impression that they are in the hunt until the last minute. Who knows who the other people/organisations are, but surely it'll be a risk for the Trust to suddenly change tack and then get cozy with these new chaps. It'll look a bit like a person running from the altar to bunk up with a barmaid he met last week.

P.S. Anyone interested in buying Liverpool? Or are the yanks stil asking for daft money?