| TFC respond to WSH exclusivity 17:53 - Mar 12 with 24127 views | ChaffRAFC |
https://www.thefootballclubllc.com/
TFC Statement and LOI Release
12 March 2024
We were disappointed to hear today that the chairman has elected to enter a period of exclusivity without an open, full, and fair process. We believe it's crucial for both supporters and shareholders to be fully informed about the future of their club.
Given the numerous questions surrounding this issue, we want to provide as much clarity as possible based on the information available to us.
Attached is our Letter of Intent (LOI) as submitted to the Chairman. We have not yet received any feedback on the LOI from the Chairman, nor have we been given an opportunity to respond to the opposing bid. We believe that both LOIs as submitted should be made transparent to shareholders so they can assess what each bid offers.
We've been engaged in discussions with the club for over two months while working on a long-term business plan that could provide financial stability and additional revenues.
We had a meeting scheduled with Simon for this coming Wednesday to further discuss our plans and thoughts regarding the club's future. However, Simon unexpectedly canceled this meeting on Saturday.
We advocate for a fair evaluation process for all bids. If another bid ultimately proves to be more beneficial for the club, we will fully support the decision to choose that bid.
CONFIDENTIAL
Date: 3 March 2024
Simon Gauge, Chairman
Rochdale AFC
Crown Oil Arena
Dear Mr. Gauge,
We are writing to provide a letter of intent from The Football Club LLC (TFC) in respect of a transaction with Rochdale AFC (RAFC).
The upcoming vote is politically and emotionally charged. We do not want to add any confusion to that vote, and feel the club’s stakeholders should decide the future of the club without us impacting the vote. Therefore, we ask that our submission be kept confidential until after the vote is made by the shareholders and fans at the EGM on 7 March 2024. However, there is one exception to this request: you are permitted to forward this Letter of Intent (LOI) to George Brigham prior to that date. We also request that George Brigham keep this LOI confidential.
We appreciate your hospitality in our February 2024 visit as well as the time, effort, and energy that you and other local community leaders have afforded us. Working with you over the past 3 months to develop our plan has been exciting and deeply fulfilling for us on both a personal and professional level.
Our plan is to provide a capital infusion into the club to cover the next four years of projected deficits while establishing a revenue stream through the commercial development of the club’s grounds. This would be done in such a way as to protect the pitch, stands, and football/rugby spaces. The commercial center would provide the club with long-term stability.
This plan is contingent upon a positive opinion from the Borough Council Planning and Development Department. Our intent is to receive that opinion in March 2024. We note this to be completely transparent. The other bid appears to rely on a commercial real estate development plan as well; we anticipate that the other plan would also need such an opinion in order to move forward.
Our ownership group includes professionals with expertise in property development, tech entrepreneurship, data science, business development, law, finance, marketing, logistics, and more. It is led by two passionate footballers, one of whom grew up in and lives in Lancashire. Most of us are eager to contribute our skills free of charge.
We will strive to ensure that the history and traditions of RAFC are maintained for future generations of fans. We are fully committed to the success of Rochdale AFC.
We do not have a multi-club strategy. We have a Rochdale AFC strategy.
Transaction Overview and Structure
Based on our preliminary review of your football club, TFC is pleased to submit this non-binding letter of intent for a transaction with RAFC. We have shown proof of funds to demonstrate our ability to complete this transaction.
This proposal is based on the pending restructuring of the club’s share structure at the March 7th EGM which would issue 9,000,000 new shares of the club, increasing the total club shares to 10,000,000. We propose purchasing 80% of the equity of RAFC, including all assets and liabilities.
We believe that in order for this transaction to be successful our interests must be aligned. With that in mind, we are proposing a structure that allows all parties to benefit from our future success in an equitable way.
Subject to alignment on definitive documents and completion of customary diligence, we are offering the following:
£1,600,000 at closing, with the use of proceeds to be put towards the operation of the football club.
TFC receives 80% of all RAFC shares on a fully diluted basis, issued upon closing and not subject to any vesting period.
As a gesture of goodwill to the Rochdale community, TFC will transfer 5% of all shares on a fully diluted basis to The Dale Trust to help restore their ownership stake in RAFC (this would leave TFC’s share total at 75% of all shares).
£220,000 of Simon Gauge’s debt will be converted to equity representing 10% of the fully diluted shares of RAFC. We would like to discuss how to handle the remainder of Simon’s debt.
It is our understanding the Borough Council has been open to deferring their debt for 5-7 years. This is a course of action we intend to explore.
We look forward to working with you to develop the process by which these competing bids will be assessed.
Regards,
Justin Corrado |  |
| If I hadn't seen such riches, I could live with being poor |
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| TFC respond to WSH exclusivity on 17:58 - Mar 12 with 6717 views | 442Dale |
“ We believe it's crucial for both supporters and shareholders to be fully informed about the future of their club.”
As it ever was. It’s staggering we are in this situation, yet all so predictable. Wasted time has led to a race against it being seen as the most important thing. |  |
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| TFC respond to WSH exclusivity on 18:09 - Mar 12 with 6645 views | TalkingSutty |
So the shareholders were taken for a ride last week at the EGM. The Chairman didn't want the motions to be passed in order to attract other investors, they wanted the motion passed in order to get THEIR deal over the line. The shareholders have been misled by the Chairman. It's a disgrace. There is currently a Dutch reporter on Radio Manchester who isn't speaking very highly of WSH at all. |  | | |
| TFC respond to WSH exclusivity on 18:10 - Mar 12 with 6630 views | SuddenLad |
This should be challenged forcefully. It stinks. |  |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| TFC respond to WSH exclusivity on 18:16 - Mar 12 with 6580 views | Sandyman |
| TFC respond to WSH exclusivity on 18:10 - Mar 12 by SuddenLad |
This should be challenged forcefully. It stinks. |
Shareholders are seemingly being misled. Do we need to call another EGM as a matter of urgency? |  | | |
| TFC respond to WSH exclusivity on 18:17 - Mar 12 with 6559 views | SuddenLad |
| TFC respond to WSH exclusivity on 18:16 - Mar 12 by Sandyman |
Shareholders are seemingly being misled. Do we need to call another EGM as a matter of urgency? |
I'd say it's absolutely necessary. Gauge needs removing from the negotiations. | |
| “It is easier to fool people, than to convince them that they have been fooled†|
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| TFC respond to WSH exclusivity on 18:18 - Mar 12 with 6542 views | D_Alien |
| TFC respond to WSH exclusivity on 18:16 - Mar 12 by Sandyman |
Shareholders are seemingly being misled. Do we need to call another EGM as a matter of urgency? |
Yes |  |
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| TFC respond to WSH exclusivity on 18:19 - Mar 12 with 6539 views | macro |
Personally I think the club have done the right thing. Give me experience over some people who have been interested for ages. Things i hear about this bunch doesn't convince me they have sustainable finances. |  | | |
| TFC respond to WSH exclusivity on 18:25 - Mar 12 with 6470 views | Edindale |
A full and fair process is essential with both Letters of Intent made public for clarity. Both bids may be fairly similar but the stakeholders need to decide.
Why has the meeting with TFC been cancelled after 2 months? Momentum is key in these negotiations to achieve financial stability.
SG needs to step out of the shadows to avoid the EGM being challenged. He clearly has questions to answer. |  | | |
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| TFC respond to WSH exclusivity on 18:28 - Mar 12 with 6414 views | 442Dale |
| TFC respond to WSH exclusivity on 18:19 - Mar 12 by macro |
Personally I think the club have done the right thing. Give me experience over some people who have been interested for ages. Things i hear about this bunch doesn't convince me they have sustainable finances. |
It’s about following process, communicating properly and being respectful.
Most importantly, it’s about doing the right thing for Rochdale Football Club. | |
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| TFC respond to WSH exclusivity on 18:34 - Mar 12 with 6365 views | jakedwd |
| TFC respond to WSH exclusivity on 18:09 - Mar 12 by TalkingSutty |
So the shareholders were taken for a ride last week at the EGM. The Chairman didn't want the motions to be passed in order to attract other investors, they wanted the motion passed in order to get THEIR deal over the line. The shareholders have been misled by the Chairman. It's a disgrace. There is currently a Dutch reporter on Radio Manchester who isn't speaking very highly of WSH at all. |
Spot on |  | | |
| TFC respond to WSH exclusivity on 18:35 - Mar 12 with 6345 views | Brierls |
| TFC respond to WSH exclusivity on 18:09 - Mar 12 by TalkingSutty |
So the shareholders were taken for a ride last week at the EGM. The Chairman didn't want the motions to be passed in order to attract other investors, they wanted the motion passed in order to get THEIR deal over the line. The shareholders have been misled by the Chairman. It's a disgrace. There is currently a Dutch reporter on Radio Manchester who isn't speaking very highly of WSH at all. |
The TFC statement literally says it’s dependent on the shareholders vote at the EGM. The motions had to be passed for either of these LOI to go any further. I voted for a chance of a future, I don’t feel misled.
I’d love for similar high level details of the WSH bid so we can compare. It’s clear TFC have only given those details in reaction to the WSH exclusivity.
What is the definition of “in SG best interests’? The TFC bid gives him a stack of class A shares at 22p. The WSH may give more, less or a cash payout. Which of those is in SG’s best interest but not the club? I would have thought people want Simon out as part of any takeover.
Re WSH. Is the full interview available? I ask because Radio Manchester Sport tweeted part of the interview and the Dutch journalist is more complimentary than you suggest -
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| TFC respond to WSH exclusivity on 18:39 - Mar 12 with 6269 views | 442Dale |
So we should be talking properly to all parties before entering periods of exclusivity? | |
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| TFC respond to WSH exclusivity on 18:44 - Mar 12 with 6217 views | Rehsad |
| TFC respond to WSH exclusivity on 18:16 - Mar 12 by Sandyman |
Shareholders are seemingly being misled. Do we need to call another EGM as a matter of urgency? |
Yes. | | | |
| TFC respond to WSH exclusivity on 18:46 - Mar 12 with 6175 views | Brierls |
| TFC respond to WSH exclusivity on 18:39 - Mar 12 by 442Dale |
So we should be talking properly to all parties before entering periods of exclusivity? |
Yes. Absolutely. I didn’t like this mornings announcement.
But people need to separate WSH from SG. The WSH bid may be better for the club than the TFC bid. | | | |
| TFC respond to WSH exclusivity on 18:49 - Mar 12 with 6131 views | ramsdale |
Transparency is literally all we need here, but that’s something we’ve never had from this board.
Anybody who owns our football club, or at the moment THINK they own our football club, is a custodian. As things stand, there is more than one voice that needs to be heard when choosing the path our club goes down.
Why the WSH bid has gone to exclusivity needs to be the news, not just the information that it has. This decision will shape the future of the club, and it may be the right bid to accept, but we should all know why. | | | |
| TFC respond to WSH exclusivity on 18:51 - Mar 12 with 6085 views | 442Dale |
| TFC respond to WSH exclusivity on 18:46 - Mar 12 by Brierls |
Yes. Absolutely. I didn’t like this mornings announcement.
But people need to separate WSH from SG. The WSH bid may be better for the club than the TFC bid. |
Agreed. It’s about ensuring the best deal is done for the club.
The field was set to allow this ongoing mess to take place. | |
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| TFC respond to WSH exclusivity on 18:51 - Mar 12 with 6097 views | NorthernDale |
What worries me, is if the WSH deal goes pear shape, as Simon signed our death warrant by not maintaining links with TFC. It is a pity that they could not get both of them to work together to gain equal control. | | | |
| TFC respond to WSH exclusivity on 19:00 - Mar 12 with 6000 views | Brierls |
| TFC respond to WSH exclusivity on 18:51 - Mar 12 by NorthernDale |
What worries me, is if the WSH deal goes pear shape, as Simon signed our death warrant by not maintaining links with TFC. It is a pity that they could not get both of them to work together to gain equal control. |
Both investors want full control of the club. That’s why they’re only interested in progressing a deal post EGM vote. This is complicated enough without proposing scenarios that were never on the table. | | | |
| TFC respond to WSH exclusivity on 19:01 - Mar 12 with 5991 views | James1980 |
| TFC respond to WSH exclusivity on 18:46 - Mar 12 by Brierls |
Yes. Absolutely. I didn’t like this mornings announcement.
But people need to separate WSH from SG. The WSH bid may be better for the club than the TFC bid. |
Problem is some are convinced if SG approves a deal it will be detrimental for RAFC and they won't hear anything to the contrary. | |
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| TFC respond to WSH exclusivity on 19:28 - Mar 12 with 5748 views | Rodingdale |
| TFC respond to WSH exclusivity on 18:18 - Mar 12 by D_Alien |
Yes |
Problem is, SG has control over the negotiations. EGMs need notice periods, he’ll have done his deal before there’s time. Only in the fullness of time will we learn of the details, not that we’ll get an auditors view. Maybe good for the club, maybe good for him - maybe good for both. We’re passengers now and the victors tend to write the history. | | | |
| TFC respond to WSH exclusivity on 19:32 - Mar 12 with 5717 views | wozzrafc |
| TFC respond to WSH exclusivity on 18:46 - Mar 12 by Brierls |
Yes. Absolutely. I didn’t like this mornings announcement.
But people need to separate WSH from SG. The WSH bid may be better for the club than the TFC bid. |
Totally agree and the sad thing is this could have all been avoided.
SG has undermined the WSH bid with the fans . They won’t be happy about that | | | |
| TFC respond to WSH exclusivity on 19:35 - Mar 12 with 5691 views | Trev |
| TFC respond to WSH exclusivity on 19:01 - Mar 12 by James1980 |
Problem is some are convinced if SG approves a deal it will be detrimental for RAFC and they won't hear anything to the contrary. |
The problem is the mistrust of SG is completely of his own making. | | | |
| TFC respond to WSH exclusivity on 19:42 - Mar 12 with 5607 views | Duckegg |
| TFC respond to WSH exclusivity on 18:51 - Mar 12 by NorthernDale |
What worries me, is if the WSH deal goes pear shape, as Simon signed our death warrant by not maintaining links with TFC. It is a pity that they could not get both of them to work together to gain equal control. |
SG wont care about as he wins whatever happens...
The club could end up going into liquidation now due to SG ignorence of TFC any decent person selling a business would speak to both parties ..
SG is coming across as an unprofessional person and is only think about his own monies which is fair enough but at what expense!
The trust need to step up now and quickly.... |  | | |
| TFC respond to WSH exclusivity on 19:43 - Mar 12 with 5602 views | D_Alien |
| TFC respond to WSH exclusivity on 19:28 - Mar 12 by Rodingdale |
Problem is, SG has control over the negotiations. EGMs need notice periods, he’ll have done his deal before there’s time. Only in the fullness of time will we learn of the details, not that we’ll get an auditors view. Maybe good for the club, maybe good for him - maybe good for both. We’re passengers now and the victors tend to write the history. |
I'm not sure that's true
Can SG simply agree a deal on his own? Doesn't it have to be a shareholder decision? We need further clarity on this, and i'll readily admit i don't know enough about how these things work, so anyone who does might wish to describe our true position - and quickly
[Post edited 12 Mar 19:44]
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| TFC respond to WSH exclusivity on 19:48 - Mar 12 with 5548 views | Duckegg |
Is there nothing that can be done legally by the trust about this!
I dont know what though but is it worth looking i to.
WSH may be a good thing but we may never know if TFC could be even better...... | | | |
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