Trek wrote:
In response to TOD, £125k was mentioned at the fans forum chaired by KC and I did notice that bargeboard cladding is missing from the sports hall gable facing Pitch 2 although I've never been inside to see what needs doing.
The outer cladding blew off in gales a couple of months ago, as I said I'd be amazed if that wasn't the landlord's responsibility to repair.
My understanding was that the I'boro Diamonds Trust held around 9 acres of land (including the pitch) when Max took over. What happenned to this on the KC takeover I'm not sure (pretty sure it was all transferred). That I'boro' Diamonds Trust has been going for longer than the current merged club, and I think it's possibly funded by local business men. I've a good guess at who (T. Jones, F. Langley, C. Smith?) - not sure if anyone else holds an interest (Max?). Who knows? All I know is they've been fantastic benefactors of this club for many years.
I always thought that the Irthlingborough Diamonds Trust was set up with money from Max when he aquired the site to set up R & D, although I stand to be corrected on that.
The trust is administered by trustees, one of which is Tony Jones to my knowledge. I don't now how much they have in the fund but I doubt there is any income other than maybe interest, so the pot will have diminished over the years with donations being made, notably to R & D.
Two of Diamonds wrote:
My understanding was that the I'boro Diamonds Trust held around 9 acres of land (including the pitch) when Max took over. What happened to this on the KC takeover I'm not sure (pretty sure it was all transferred). That I'boro' Diamonds Trust has been going for longer than the current merged club, and I think it's possibly funded by local business men. I've a good guess at who (T. Jones, F. Langley, C. Smith?) - not sure if anyone else holds an interest (Max?). Who knows? All I know is they've been fantastic benefactors of this club for many years.
Tony Jones in his book (page 13) mentions this 9 acres and says that this asset was put into an Irthingborough Diamonds Trust Fund, separate from the actual football club.
It would be a pity if this was indeed transferred to KC as it could be key to the Club, finances permitting, remaining at Nene Park.
Trek wrote:Tony Jones in his book (page 13) mentions this 9 acres and says that this asset was put into an Irthingborough Diamonds Trust Fund, separate from the actual football club.
It would be a pity if this was indeed transferred to KC as it could be key to the Club, finances permitting, remaining at Nene Park.
Ah, I knew I'd seen the 9 acres bit somewhere. It's been quite a while ago so it could have been set up at the formation, but I could've sworn I'd heard of it beforehand. It's me age y'know ;) :lol:
The words below might be useful in this debate, and if the Poppies appear at Nene Park in the next few days - especially now a merger is off the agenda as it would mean the merged team taking the lower league slot in the Zamaretto. The document below merges a statement that was made by the Trust to clarify the conditions of their handover to KC on 10th January 2007 with the responses from David Suddens of the Griggs Group (in blue). I'll leave you all to decide how you read between the lines in this (and the current statements) - I'll be off the scene for a while now - there is nothing that can be done with the OWS at the moment anyway.
As requested at the Fans Forum held on 08 January, the Trust Chair (Paul Hajduk) has met with Club Chair (Keith Cousins) to clarify issues relating to the agreement between the Trust and Mr Cousins’ company. Specifically, they discussed the operation of the claw back and the terms relating to the right of the Club to play at Nene Park.
Both parties can confirm that the statements made by the Trust in the update that it published on its web site on Friday 05 January and the statements made by Mr Cousins at the Fans Forum are correct. This remains the case even though these statements may contradict representations made by the R Griggs Group. For the sake of clarity, the key points are set out below:
The claw back arrangements:
1. The original agreement between the Trust and the Griggs Group contains a claw back provision. The Trust Boards understanding of this provision is that any development of the site involving a sale or long-term lease triggers a payment to the Griggs Group of 50% of the value of the total site. This value is defined as the value with either residential or commercial planning permission. 1. I have explained already the mechanics of value on sale or disposal. The Trust had said that the disposal value would be based on residential planning permission. Now they accept that it is based on commercial or residential planning permission. I repeat that we had been told that residential planning permission would not be given.
With regard to a sale of the part triggering a claw-back of the whole, I have also already said that this is not the case. If, in contract, there is doubt or ambiguity about the wording, the law will seek the intent of the parties.
There was no intent on the behalf of Griggs to say, “You sell a square meter and you’ll owe us the value of 20 acres.” So, the Trust can sleep easier as I have just publicly clarified our intent.
2. There is a covenant on the land that is recorded at the Land Registry in favour of the Griggs Group that specifies that the land at Nene Park can only be used for football or other community use. This covenant can only be broken if the Griggs Group decide not to enforce it. 2. Yes, the contract with the Trust (agreed and signed by the Trust) says, as I have quoted elsewhere, that the Buyer and Seller will only use the Property as a football Club or other purpose for the local community. What’s wrong with that?
This does not mean that we would oppose development of the land, if possible, to support the Club and benefit the local community.
3. The Griggs Group have provided the benefit of the claw back to their bankers as security against lending. This is confirmed by the presence of a charge on the land also recorded at the Land Registry in favour of HSBC. 3. The claw-back can not be security for a loan! It is nothing but a contingent asset. It might not happen. It is not real, tangible security. We did give the Bank, though, a right over the money if ever it did turn up. Why did we do that? Because the Bank likes to have some control over its relationship with its client. It would like at least to stop us spending the windfall on a yacht rather than using it to pay down our loans with them.
4. During the negotiations David Suddens of the Griggs Group stated categorically that they did not have the authority to “roll over” the claw back on the transfer of land from the Trust to another owner because of the HSBC interest. 4. This is a question of “Oh, no you didn’t; oh, yes you did!”
We did have the authority to roll-over the claw-back and we did offer it. But Keith Cousins wanted the claw-back to fall away completely.
5. Contrary to their previous position, the Griggs Group publicly stated before the Fans Forum that they did have the authority to “roll over” the claw back. 5. Yes, we did – and we still do.
6. The Trust formally requested yesterday that the Griggs Group exercise the “roll over” of the claw back in relation to a transfer of the land and stadium from the Trust to Rushden and Diamonds Football Club.
7. The Griggs Group have refused this request. Their response is as follows: “In the light of recent events we are no longer prepared to agree to a roll-over of the claw-back agreement from the Trust to a new entity without being aware of the ownership of the entity, its shareholders and financial arrangements, its business plans for RDFC and for the development of Nene Park.
We do not understand at this time how we could, in any event, agree to a roll-over to RDFC given that the claw-back clause is attached to the ownership of the land and that the land does not belong to RDFC and it requires a vote of the Trust members (per your statement) to agree to any new arrangements in respect of the Trust and its assets. We do not wish to pre-empt any decision of the Trust members”
Trust members must now make up their own minds about what this actually means. In doing so they should consider the Griggs Group’s position during negotiations and the statements that Mr Cousins made at the Fans Forum about this issue. They should consider also whether the Griggs response could be interpreted as deliberately confusing the issues.
7. I think this speaks for itself. We believe that it is only right to know what lies behind the new entity and what its plans are. Moreover, it the Trust members are being asked to vote on the transfer of the asset out of the Trust to Keith Cousins, why would we pre-empt that decision? We are not trying to “deliberately confuse” the issue. We are trying to be as clear as we can.
8. David Suddens has now stated on an open forum that he is prepared to meet with the Trust to discuss this matter. However, the Trust has not been advised of this directly and no invitation has been received as part of his correspondence with us. The Trust is more than willing to continue dialogue with Griggs Group if the real purpose is to reach a workable solution. Trust members should consider why Mr Suddens is adopting the approach that he is and what he hopes to achieve.
Do not forget that if Trust members agree to the proposals that the Trust Board will put to them there will be no transfer of the land as defined in the agreement with the Griggs Group and therefore no proceeds to boost the Griggs Group coffers. 8. I offered to meet Trust members and RDFC supporters. That is all Trust members. I hope to achieve complete transparency. I hope to protect the good name and heritage of Max and Stephen Griggs. I have no interest in the claw-back, other than as a safeguard against others pillaging the land. I have no need to boost the coffers of the Griggs Group. Had we wanted to do that we need not have given the land and Club to the fans. I do not want the Griggs Group to be accused of acting in bad faith.
The right to play football at Nene Park:
1. There are no terms in the original agreement between the Griggs Group and the Trust that provide that Rushden and Diamonds have a right to play football at Nene Park. However, the Trust did inherit a lease that provides for the use of the stadium and associated facilities by the Club.
I don’t get this. We didn’t feel the need in the contract to give RDFC the right to play football at Nene Park. Why should we? We gave the whole lot to the fans. The fans decided to separate the Club and the land into different entities. Moreover, if the landlord and tenant are the same people, they can do what they like with whatever agreements are in place.
2. At the time of the negotiation between Mr Cousins and the Trust the Club was facing administration. In fact at the time the deal was concluded administration was literally hours away.
With regard to administration, I feel that the members need independent advice and I am not an expert. However, the first duty of an administrator would be to try to find ways of keeping the company (Club) alive. After that, if he fails, he would try to recover monies from asset sales to repay unsecured creditors. I am not aware how much debt the Club currently owes. I suppose it would be the Club that entered administration and not the Trust.
3. Trust members need to be clear what administration would actually mean.
• First, the ten point deduction would mean almost certain relegation and the facilities would then have become a huge millstone that the Club could not afford.
• Second, the administrator would seek the highest offer for the Club, and the change in ownership would have then been beyond the Trusts control – the Club would have simply been sold to the highest bidder. As has previously been communicated there were plenty of undesirable characters in the wings waiting to step in who would not have had the interest of the Club at heart.
• Third, because the lease to play at the stadium was with the Club this right would automatically transfer to whoever bought the Club from the administrator. Again, this would leave the Trust with no control over who would eventually be playing football at the stadium.
4. All the parties who had entered into discussions with the Trust had made it a condition of their interest that they took control of the freehold of the site.
5. The Trust Board had to make a decision about whether to control the change in ownership of the Club or retain control of the land and stadium. Of course the Trust Board would have liked to do both but this option was simply not on the table. The Trust Board therefore took the decision that it was in the best interests of Trust members and the Club to control the change in ownership of the Club.
6. The deal that the Trust has concluded with Mr Cousins’ company provides for a change in control but not the legal ownership of the land and stadium. This change of control was used to obtain the best deal we could and led directly to the loan of £512k being made available. This money has subsequently been made available to the Club and is the only reason that the Club is not in administration today.
7. The method by which we chose to provide change of control was to find a way of giving Mr Cousins’ company control of the current Trust. We only chose this method because of our understanding of how the claw back operated, which is discussed above.
I don’t understand points 6 and 7 under this heading.
“The deal that the Club has concluded with Mr Cousins’ company provides for a change in control but not the legal ownership of the land and stadium.” But, “The method by which we chose to provide change of control was to find a way of giving Mr Cousins’ company control of the current Trust”. Doesn’t control of the Trust confer legal ownership of the land?
I am also rather non-plussed by the comments that Mr Cousins’ agreement is somehow superior because it provides explicitly that RDFC may play at Nene Park rather than the Griggs’ stipulation that the assets shall be used for football or for the good of the community. As I say, if landlord and tenant are the same, or under the same control, they can do what they want. I would like to point out that the possibility of RDFC moving out of Nene Park never crossed our minds.
8. The agreement we reached with Mr Cousins’ company contains some important clauses.
The first is:
“Conalgen (Mr Cousins’ company) agrees that it shall permit Rushden and Diamonds football club to continue to play football at the football ground and to use the ancillary facilities at the Property or to provide alternative facilities as may be approved by the Football Association”.
This is stronger than the covenant in favour of the Griggs Group that is discussed above because it provides for Rushden and Diamonds to play football at the ground. But taken with the Griggs covenant it provides very real security for the Club. However, it also recognises the wisdom of the saying “never say never”. There will always be circumstances in which it will be right to move the club to a different location. A good example is the problems being faced by Scarborough where the existence of a covenant on the land originally placed at the Club’s request is now threatening their existence by restricting their ability to sell the existing ground and move to a new one.
This is why there is no inconsistency between what the Trust said in its update and what Mr Cousins said at the fans Forum. The Club will continue to play at the stadium but at some point in the future it might be the right business decision to move the Club to a new location.
The second is that the Trust shall have the right to appoint two members to the executive committee that will effectively act like the operating board of the Club. The Trust chose to make these positions non-voting in order to avoid the possibility that its nominees could end up being personally liable for the debts of the Club, which is the situation it faced with its volunteer directors under the previous arrangements.
I am glad that the Trust may appoint members to the board of the Club. Griggs also invited fans to join the board.
9. Trust members need to absolutely clear that the provision of funding to stave off the administration of the Club and terms under which control of the land and stadium will pass to Mr Cousin’s company are one and the same and are not renegotiable. As stated above, this deal enabled the Trust to take control of who owned the Club in exchange for giving up control of the land and stadium because the Trust Board believed this was in the best interests of the Club and Trust members.
I am not surprised at the insistence under point 9 that funding the Club is absolutely contingent on Mr Cousins gaining control of the land. It is what happens next that is of concern to me. That is why an agreement to roll-over the claw-back depends on the plans for the Club and the land and knowledge of who stands behind Conalgen.
Trust members meetings:
1. How we are able to deliver the change in control of the land and stadium is now largely in the hands of the Griggs Group. If they agree to our request to roll over the claw back then the process is quite simple. If they are unable or choose not to agree then the process is quite complicated. This will affect what members are required to do at the Trust meetings and in between the two meetings.
2. The Trust Board has always recognised that more people might want to vote than could attend meetings. For this reason, if a poll is required at either meeting every member will have the opportunity to appoint a proxy to vote for him or her. If a poll is required between meetings this will most likely be a postal ballot.
The Trust Board hopes that this statement clarifies a number of issues that were raised following our last update and at the Fans Forum. We will be sending out formal invitations to attend the Trust meetings this week and will make sure members have as much information as possible before the first meeting so that they can make informed decisions on the night.
