Jump to content

Registration of Charge: MacQuarie Bank vs MSD Holdings


Recommended Posts

"The memorandum of association is the document that sets up the company and the articles of association set out how the company is run, governed and owned."

so if that is changed then surely "how the company is run, governed and owned." has changed.

obviously legalese is pretty much impossible for normal humans, but the "allocation of shares" bits of the documents would certainly make it easier for F). to happen.

Link to post
Share on other sites
19 minutes ago, Nolan said:

"The memorandum of association is the document that sets up the company and the articles of association set out how the company is run, governed and owned."

so if that is changed then surely "how the company is run, governed and owned." has changed.

obviously legalese is pretty much impossible for normal humans, but the "allocation of shares" bits of the documents would certainly make it easier for F). to happen.

As in American owner purchasing with loans against the club? That F) ?

That would make things interesting, especially if previous version of A&A didn't allow for that. No idea what is new and what is an amendment or addition in the new docs compared to the old.

Link to post
Share on other sites
Posted (edited)
2 hours ago, Nolan said:

SFC's filing history has added PDF's for Memorandum and Articles of Association 

these dont seem to have been attributed to the company before.

 

https://beta.companieshouse.gov.uk/company/00053301/filing-history

 

 

1 hour ago, whiteleySaint30 said:

Whats this likely to mean🤔 Any significance?

The dates when the Club has previously issued new and/or updated 'Memorandum and Articles of Association' since the Markus takeover...

- February 2014 (just after Cortese's termination as director and Katarina Liebherr's appointment as director)
- March 2013 (looks like just a minor tweak to the existing AoA)
- April & July 2009 (issued twice during the Markus Liebherr takeover period)

So, the filing of these documents is a pretty rare event and linked to ownership/directorship changes. So, to my mind, it could either be a housekeeping/catch-up exercise because, for some reason, the club never filed these documents when Gao took over and this is just to keep the Companies House auditors happy...or.... it could be that all the paperwork needs to be in order before a company can be sold.... Who knows...?

 

Edited by trousers
Link to post
Share on other sites
Posted (edited)
2 hours ago, S-Clarke said:

But given that he (Gao) doesn't invest, I guess it'll make little difference! 

Aye.... one of the 'Pros' of Gao picking up and running with the self-sufficiency baton, rather than pouring money into the club, I guess...

Edited by trousers
Link to post
Share on other sites

Looks like a special resolution has been passed to enable the company's articles of association to be updated.  Update relates to a requirement that allows immedate share transfer to lender in the event of us defaulting on a loan if specified in that loan agreement.

Of mild interest is the fact that the amendment includes retrospective approval for historic director decisions

So my intepretation is that we took out the big loan a while ago, as previously noted in earlier posts, and one of the loan terms/conditions was in contradiction or not permitted by the old articles of assocation.  So we have had to update the A of A to allow it.

In summary nothing to do with any takeover

Edited by John D
  • Like 1
Link to post
Share on other sites
2 hours ago, John D said:

Looks like a special resolution has been passed to enable the company's articles of association to be updated.  Update relates to a requirement that allows immedate share transfer to lender in the event of us defaulting on a loan if specified in that loan agreement.

Of mild interest is the fact that the amendment includes retrospective approval for historic director decisions

So my intepretation is that we took out the big loan a while ago, as previously noted in earlier posts, and one of the loan terms/conditions was in contradiction or not permitted by the old articles of assocation.  So we have had to update the A of A to allow it.

In summary nothing to do with any takeover

Cheers for that summary John D.

So, my layman's interpretation of that is the new lenders (MSD Holdings) have a clause that allows them to gain control of the club's assets quicker than it would have been possible for Macquarie (under the T&C's of their loan)?

Link to post
Share on other sites
18 minutes ago, trousers said:

Cheers for that summary John D.

So, my layman's interpretation of that is the new lenders (MSD Holdings) have a clause that allows them to gain control of the club's assets quicker than it would have been possible for Macquarie (under the T&C's of their loan)?

That's how I read it. The new lenders have a broader charge than Macquarie had so I guess that is why the Aof A needed changing.  The loan agreement will specify what the default triggers are that would allow them to take action.   Can't be sure as the actual loan documents are not available so it is a case of guesswork based on the charge and the change to the A of A. 

I could be completely wrong on all this and putting 2 and 2 together and getting 6!

Link to post
Share on other sites
2 minutes ago, John D said:

That's how I read it. The new lenders have a broader charge than Macquarie had so I guess that is why the Aof A needed changing.  The loan agreement will specify what the default triggers are that would allow them to take action.   Can't be sure as the actual loan documents are not available so it is a case of guesswork based on the charge and the change to the A of A. 

I could be completely wrong on all this and putting 2 and 2 together and getting 6!

Cheers... So, reading between the lines, the club have basically got a worse loan deal than they had with Macquarie...? (i.e. it's stacked more in favour of the lender than it was before)

Link to post
Share on other sites
4 hours ago, John D said:

Looks like a special resolution has been passed to enable the company's articles of association to be updated.  Update relates to a requirement that allows immedate share transfer to lender in the event of us defaulting on a loan if specified in that loan agreement.

Of mild interest is the fact that the amendment includes retrospective approval for historic director decisions

So my intepretation is that we took out the big loan a while ago, as previously noted in earlier posts, and one of the loan terms/conditions was in contradiction or not permitted by the old articles of assocation.  So we have had to update the A of A to allow it.

In summary nothing to do with any takeover

Indeed. This was probably a condition of the loan agreement.

Link to post
Share on other sites
1 hour ago, trousers said:

Cheers... So, reading between the lines, the club have basically got a worse loan deal than they had with Macquarie...? (i.e. it's stacked more in favour of the lender than it was before)

It’s not about “stacked in favour”, necessarily, but the new loan is four times bigger than the Macquarie facility was so the new lenders are probably being more fastidious in protecting their security. Perhaps the structure of the borrowing is slightly different, with different group companies able to draw down the money directly? 
 

Obviously we don’t have all the details but this looks like something mundane to do with the loan, rather than any new news!

Link to post
Share on other sites
Posted (edited)
3 minutes ago, benjii said:

It’s not about “stacked in favour”, necessarily, but the new loan is four times bigger than the Macquarie facility was so the new lenders are probably being more fastidious in protecting their security. Perhaps the structure of the borrowing is slightly different, with different group companies able to draw down the money directly? 
 

Obviously we don’t have all the details but this looks like something mundane to do with the loan, rather than any new news!

Cheers Benjii. On reflection, it does indeed appear to be a case of a higher scale of lending requiring a higher scale of protection for the lender so, yep, seems to be BAU in that respect  rather than anything more tantalising. Oh well, back to yacht and earlobe spotting :)

Edited by trousers
Link to post
Share on other sites

Create an account or sign in to comment

You need to be a member in order to leave a comment

Create an account

Sign up for a new account in our community. It's easy!

Register a new account

Sign in

Already have an account? Sign in here.

Sign In Now
×
×
  • Create New...

Important Information

View Terms of service (Terms of Use) and Privacy Policy (Privacy Policy) and Forum Guidelines ({Guidelines})