Please log in or register. Registered visitors get fewer ads.
Forum
Thread
Meeting with Justin Carrado
at 12:54 9 Mar 2024

Apologies for the delay in getting this out - work and family stuff took over.

Trust meeting with the Football Club LLC
8th March 2024

Further to the announcement of the letter of intent to buy the club, Managing Partner Justin Carrado and his UK based business partner, Dave Dwyer, invited the Trust Chair onto a Zoom call this evening.
Having previously met with Dave as part of his due diligence, the upbeat and positive nature on display at that meeting continued today.
We opened with a detailed discussion of what had happened at local clubs Bury and Oldham and there was a good understanding of these events.
A more detailed statement from Justin and Dave has been promised for 14th March, but we were able to discuss how the club will be funded, the multi-year commitment to sustaining the club, developing the academy, and a level-headed approach to how to get the club back into the EFL without risking everything.
Justin was keen to explore the aspirations and expectations of Rochdale supporters, the initial thoughts being survival, sustainability and sensible progression, which all sat well with how Justin and Dave saw the future.
Justin expects to be over again soon for a game and, if the takeover is successful, the new ownership team intends to be at around 65% of games and will be visible at the training ground without intending to interfere in training.
Fan engagement was high on the agenda, with discussions held about the recommendations of the fan-led review, including a shadow board, and Justin is keen to involve the Trust in discussing and implementing improvements that we may identify going forward.
We will report on any further contact, which I am sure will happen in the very near future.
Forum
Thread
Trust update- EGM vote
at 07:50 2 Mar 2024

At the same time as confirming that the Trust Board cannot, and would not, attempt to influence which way your vote should be cast, we felt that the statement issued by the Club regarding a prospective investor signing a Letter of Intent to purchase the Club, might result in you wishing to review your original decision on the motions proposed for acceptance at the EGM on Thursday 7th March. Should this be the case, pleaser go back to the poll you previously received, completed and returned, and change your voting option/s. This will result in replacing your original return

However, please remember, to be included, all returns must be received by Tuesday 5th March 5pm
Forum
Thread
Trust update- EGM vote
at 07:50 2 Mar 2024


At the same time as confirming that the Trust Board cannot, and would not, attempt to influence which way your vote should be cast, we felt that the statement issued by the Club regarding a prospective investor signing a Letter of Intent to purchase the Club, might result in you wishing to review your original decision on the motions proposed for acceptance at the EGM on Thursday 7th March. Should this be the case, pleaser go back to the poll you previously received, completed and returned, and change your voting option/s. This will result in replacing your original return

However, please remember, to be included, all returns must be received by Tuesday 5th March 5pm
Forum
Thread
Answers to Supporters questions
at 12:59 29 Feb 2024

Questions arising from the Supporters meeting of 25 th February 2024

1. How much is the monthly shortfall having to be made up on a regular basis?

As has been stated on several occasions we needed to sell the available shares in the club to fulfil the business plan for this season. That amount was £850k. The fact we have not sold those shares now mean we are unable to fulfil our financial obligations for the rest of the season.
Once this issue has been overcome the budgeted deficit for the 2024/25 season is £400k
based on maintaining the current playing budget. This is effectively £70k per month (net of VAT).

2. Have all potential investors really asked for the same share purchase level of 90%?

We have talked to over 150 potential investors in the last 6 months. We are aware of the barriers to investment and the proposals addresses all of those barriers. In direct answer to the question, we are pitching the deal proposed because we know we can deliver that in the timeframe, and it will attract an investor. We have had 15 new enquiries about investment since this was proposed of which at least half have the credentials that you would want in a long-term investor. When you talk to investors about lower percentages, they all ask the same question, will the remaining shareholders contribute their percentage cash requirement to meet the ongoing costs? Our answer has been no, a 100% sale of the club is unrealistic and therefore this is the best solution we can deliver.

3. Have all the motions to be voted on at the EGM been specified by any potential buyers?

No – some want 100% control. All resolutions are required in order to achieve control of the club for an investor where all of the investment goes to the club. The problem with a lower percentage investment is that the investor will rightly say I will fund the club to my
percentage, the rest of the shareholders fund it to their percentage. That will not happen so this is the best solution to attract significant investment.

4. What is the procedure for approving a buyer?

The first stage is for the potential buyer to issue a Letter of Intent. At that stage we would ask them to publicly declare themselves and would undertake a level of due diligence and request proof of funds. We would then work on a Share Purchase Agreement that the board approved to then authorise the sale of the shares to that party.

5. Now that the Chairman has provided the Trust with details of the potential investor is it possible to speak to them first hand prior to the EGM in order to ascertain how far down the line the negotiations are and at what level they would like involvement from the Trust. If it isn’t possible to speak, maybe via a live link then why not?

This didn’t happen just now but has been done with all previous parties that reached an advanced stage of talks. As previously stated, the standard of investor we are now talking to would as part of their due diligence certainly want to speak to representatives of the Dale Trust before completing the share purchase.

6. Will the Trust be consulted which way their representative will vote?

Not sure what this is asking? Believe it is a trust question.

7. Will the Trust be afforded the right to see proposed business plans of new investors before a decision to accept an offer is made?

The decision to accept an offer is the Board’s decision. There is trust representation on that board. We would expect this to be confidential but in reality, it has to meet the terms of the resolutions. Consultation with the trust will no doubt be part of the due diligence process and that is a question for the trust to ask of the investor.

8. If the need for audit is removed, will the accounts provided still include a detailed profit & loss statement?

Accounts submitted will meet all of the legal requirements – this is a cost
saving measure as the need for audited accounts is stipulated by the articles only and not
the law. We would expect to release a P&L for Rochdale AFC shareholders but may submit fileted accounts to Companies House.

9. Regarding Special Resolution 5, what is the annual saving from not having the accounts
audited?

In the region of £10-£15k.

10. Will the EGM be a poll vote or a show of hands?

That is a decision for shareholders. If 5 shareholders request a poll it will go to a poll. We would expect for such an important vote 5 shareholders will request a poll and are working towards this scenario.

11. Who will fund the cash needed from the end of March until the successful buyer takes control, and what time period is the handover of ownership take, once a sale is contractually concluded?

Let’s be absolutely clear here – we have no way of funding the club beyond the
end of March. The requirement at the end of March is for a significant six figure sum of £160k.
It is therefore imperative that we secure investment by that date. The EGM is part of that
process.

12. How has the National League reacted to the announcement of potential liquidation of the
club?

The club have communicated the position to the National League, and they have asked
to be kept informed of any progress. We will report back to them next after the EGM. The
resolution complies with the 23/24 business plan submitted to the National League.

13. Assuming the motions are passed at the EGM how long will it be before all the relevant tests are complete on a major investor?

We are running the investment process concurrently with
the EGM and if an investor is secured do all we can to complete the necessary checks before the end of March.

14. What will happen at the end of March if these tests are not complete?

Investment needs to be secured by the end of March.

15. In these circumstances is there any possibility of a points deduction?

The plan is to secure investment by the end of March and is reliant on the EGM resolution being passed. A points deduction will be the least of our worries if this isn’t achieved.

16. What can supporters do in order for us to avoid liquidation?

While all fundraising efforts are gratefully received, the sums of money required to secure the long-term future of the club cannot be secured via supporter fundraising, it requires an investor to put the capital injection into the club. What Supporters/Shareholders can do to directly save the club is vote in favour of the resolution to create the conditions to attract investment and support the club and team in numbers as vociferously and passionately as possible as investors will be watching and need to understand what a superb community football club that we are and understand the real passion that exists for the club within the town. We are aware of, support and applaud the fan led initiatives to raise funds. These are welcome, but
unfortunately not operating on a scale that will make a fundamental difference. What could make a difference is a stadium full of fans paying full price for their tickets! 7,000 additional attendees at a home game (i.e. a full stadium) would bring in over £100k additional revenue a game. We have 6 home games left.

17. Can the Trust shares be converted into new A class shares? If not, why not?

There is a simple answer to this which is simply the club requires money and therefore these shares are available for cash purchase only. We cannot treat one shareholder any different to another shareholder so if everyone had the option to convert shares, we would not be solving the problem here. There is also a bigger issue here in that the trust for all the superb work they do are part of the problem, they cannot support the required ongoing capital investment into the club and that is why we need to move away from the current model. Engagement with the club will not change, supporters are at the heart of the club and the investor will want to find ways to work with the trust. The shareholding may change but the relationship wont.

18. What protection against the sale of the stadium/land be in place when a buyer takes over control?

This in all honesty is a theoretical risk. The ground is an Asset of Community Value,
and no political party is going to back anyone closing the club for a building project.
Nationwide, I do not think there is one example of this. We need to recognise that
development of the ground is important in attracting investment to create additional
revenue streams (look at most other clubs) and therefore having control of the ground to
ensure they can do this is important.

19. Is there a sporting covenant on the ground/surrounding land?

The ground is an Asset of Community Value.

20. Do the board have a preferred bidder identified?

Not yet, we are working hard to try and reach this point before the EGM so that we can disclose whom this is.

21. Will the purchase funds introduced to the club upon the sale of A class shares to the buyer be used to settle any current director loans?

The debt issue has been discussed with all potential investors. Although the club has debt it is “friendly debt” and all parties that have loaned the club money are happy to work with the investor to find the best possible repayment plan, this may include swapping debt for equity. The money was lent to buy time to secure investment. Directors will not however be able to sell their shares as part of any transaction under this proposed arrangement.

22. How has the board arrived at the figure of £2m being the amount they are willing to sell the club for, when the asset value is said to be between £4m & £6m?

We have come up with the figure taking account of the money that will be injected into the club, the club’s current debt and making it an attractive investment proposition to achieve investment before the end of March. The one advantage we have in this structure is that this is now not a sale by private individuals but the whole investment goes to the club – this is the key advantage we have to achieve the objective.

23. What costs estimated in pounds (£) are the club going to have liability for upon the
completion of the sale? i.e. legal, administrative, brokers etc?

If the resolution is passed this becomes a very simple transaction between the purchaser and the club with a Share Purchase Agreement to support, it. We expect there to be legal costs but a minimal amount to support the transaction.

24. Under Resolution 2.3, it appears that only class A shareholders will be able to
appoint/remove directors. Depending on the attitude of the A share holders to the Trust, it potentially doesn’t look good for Murray. If this should be the case, could the Trust ask to be represented by having a non-executive director on the Board?

The subject of the Trust on the board is a subject we are already talking about. Murray was named in the MH legal case and faced the same fiduciary risk as the rest of the board, will any future incumbents be prepared to take this on? One option The club’s view at present is that we should adopt the recommendations of Tracey Crouch’s fan led review and form a shadow board. Again, this will be open for discussion with a new majority investor with no option ruled in or out.

25. Please can we confirm that the new class A shares would only be issued in the event of a sale?

Correct – we need investment by the end of March and would plan to sell these to an
investor in that timeframe.

26. If the resolution is passed the BOD current loans will not be converted into type A before a deal has been agreed. Only when a deal has been agreed will type A be issued and not before?

Correct

27. If the Trust come up with a viable alternative to any or all of motions 1-4 inc., would the board be willing to withdraw their motions in order for the Trust to enter a period of
exclusivity in order to get a deal agreed?

We have received extensive legal advice on how to achieve the objectives to achieve a sale and are working on very tight timelines. There is no time to change these resolutions. It is unfortunately a choice of creating the conditions to achieve the sale of the club or finding the money £160k to keep the club going to the end of April. We would also note that its is the Boards belief that we are now at a level of debt that increasing this any further will make a sale extremely difficult. The last part of the question seems to indicate that the Trust have a buyer?
If this is the case then they will go through the same process as every other potential investor, and we look forward to engaging in that process.

Thanks to Simon for providing the answers as promised.
Forum
Thread
Trust statement - Resignation
at 09:47 28 Feb 2024

At a Trust board meeting on Monday 26th February, it became apparent that the approach I had taken since the announcement dated 20th February, of the EGM and potential liquidation of the club, was not supported by the whole board.
Despite my request for petty squabbles to be set aside until the crisis had been concluded, this was ignored. I am unable, therefore, to deliver the unity required at this most critical of times.
Consequently, yesterday I advised the board that I would be stepping down at the end of this season, which was the original agreed term.
Further reflection has led me to conclude that I cannot work with the Trust board any longer, so am resigning from the positions of chair and board member forthwith.
Last night I had the uplifting pleasure of meeting a potential investor, and Simon Gauge has agreed for me to continue to pass on any details of the initiatives I have worked on in the past week.
As I now write this as just a supporter, I would recommend that in the absence of any other option, shareholders vote in support of the board motions.
Thank you and Up the Dale.

George Brigham
Forum
Thread
Traffic tonight
at 15:12 27 Feb 2024

With the roadworks in place at the Cemetery junction, expect big delays. Alternate routes around 6pm last night were heavily congested too.
Forum
Thread
Fans meeting this SUNDAY 2pm - CHANGE OF VENUE
at 11:14 23 Feb 2024

Supporters meeting re: EGM

In agreement with the club, the Trust is holding an open meeting at the club this SUNDAY 25th FEBRUARY.
The meeting will be held in the RATCLIFFE BAR and will commence at 2pm with a planned finish no later than 4pm.
We are still working on how we can stream this meeting and allow supporters who cannot attend to hear what is being said and to email their own questions in.
There is no formal agenda.
We do not necessarily have all the answers but we are sure supporters will have all the questions and we will do our utmost to publish answers to anything we cannot answer on the day.
There will not be any club representatives at the meeting, so there will be an inevitable delay in getting some answers back.
[Post edited 23 Feb 13:50]
Forum
Thread
Trust statement
at 21:36 22 Feb 2024

https://www.daletrust.co.uk/2024/02/trust-statement-23-february-2024-prospective
Forum
Thread
Share purchases update
at 09:48 26 Jan 2024

https://www.daletrust.co.uk/2024/01/small-quantity-share-purchases-expressions-o
Forum
Thread
Barnsley & local council
at 09:27 23 Jan 2024

https://www.barnsleyfc.co.uk/news/2024/january/oakwell-lease/
Forum
Thread
Bralyant
at 14:05 11 Jan 2024

Forum
Thread
Supporters meeting 6th Jan
at 21:58 4 Jan 2024

https://www.daletrust.co.uk/2024/01/supporters-meeting-6-th-january-2024/

All supporters should access the link and see the bullet point slides that have been put together ahead of Saturday, hopefully giving supporters time to see the options we have looked at, and how we see things as of now. We will go through them on Saturday with narrative in order to expand on the individual points.

All questions are welcomed and if you cannot be there in person then please email them to info@daletrust.co.uk.
Forum
Thread
Supporters meeting
at 21:40 30 Dec 2023

All supporters are invited to a meeting at 12 noon Saturday 6th January in the Dale Bar.

We are investigating how we can share this meeting with exiles, but at present we are limited to face to face.

https://www.daletrust.co.uk/2023/12/squad-builder-meeting-sat-6th-jan-2024/
Forum
Thread
East signs permanent
at 14:01 22 Dec 2023

https://www.rochdaleafc.co.uk/news/2023/december/ryaneastpermanent_211223/


What brilliant news - well done Simon & board.
[Post edited 22 Dec 2023 14:07]
Forum
Thread
Christmas draw ticket deadline
at 17:21 20 Dec 2023

Has now been extended until 3pm Boxing Day.

On line availability and a gang of sellers at the ground on Boxing Day.
Forum
Thread
Rescheduled Trust meetings
at 14:02 17 Dec 2023

https://www.daletrust.co.uk/2023/12/rescheduled-meetings/?fbclid=IwAR1ABHWZjX5O9
Forum
Thread
Jamie Sarsfield
at 18:08 13 Dec 2023

https://www.rochdaleafc.co.uk/news/2023/december/jamiesarsfield_131223/?s=08

Forever indebted to Jamie. Thanks, and best of luck with the business.
Forum
Thread
Paddy McCourt innocent
at 12:32 5 Dec 2023

https://www.belfasttelegraph.co.uk/news/courts/paddy-mccourt-walks-free-an-innoc
Forum
Thread
Trust statement
at 08:36 5 Dec 2023

https://www.daletrust.co.uk/2023/12/dale-trust-statement-withdrawal-of-investors
Forum
Thread
Trust meeting with the Directors
at 15:11 26 Nov 2023

Report here:

https://www.daletrust.co.uk/2023/11/trust-meeting-with-the-club-23-11-2023-repor
Please log in to use all the site's facilities

judd


Site Scores

Forum Votes: 7027
Comment Votes: 0
Prediction League: 0
TOTAL: 7027
About Us Contact Us Terms & Conditions Privacy Cookies Advertising
© FansNetwork 2024