1/ A little thread from us lawyers on what we think happened, & we hope is our simple (ish) explanation of the confusing #NUFC #takeover activity. Some educated guess work & we are not saying this is 100% right -no moaners allowed. Hold tight. All info public knowledge @rjrosser1
2/ The Mike Ashley Loan. The club is actually Newcastle United Limited. This has 3 separate loans/charges in favour of St James’ Holdings. The loan is secured over the club & SJP. MA owns St James’ Holdings so is effectively owed £150m by the club, even though he owns it.
3/ Cantervale Limited: On 2 Jan 2018 Staveley (AS) incorporated ‘Cantervale Limited’ which is fans hoped signalled the end of the Ashley era. Cantervale Limited was then dormant until 8 April 2020 when a charge was filed at CH. This charge is in favour of RB sports& media Limited
4/ RB: incorporated on 21 Jan 2020. With 2 Directors:
1. Mehmet Savdam - head of investment, natural resources at Reuben Brothers in London. Appears to manage large no. of UK investments for Reuben Brothers.
2. Stephane Nahum - ‘general contact’ for UK office of Reuben Bros Ltd
5/ JV1 Limited: Savdam & Nahum are also directors of ‘JV1 Linited’. This company is a joint venture between RB Sports & Cantervale Holdings Limited. JV1 was formed on 22 Jan 2020, but RB Sports & Cantervale Holdings werent listed as ‘persons with control’ until 15 April.
6/ Cantervale Holdings Limited: was formed in Jan 2020. RB sports now holds a debenture over Cantervale Holdings Limited which means they have full control, with Staveley over the Cantervale assets.
7/ PZ Newco Limited: PZ is owned by Staveley & her husband Mehrdad Ghodoussi. This would appear to represent the company that they will hold their interest in NUFC form. PCP capital is a Jersey company which retains an interest - this is also operated by Staveley.
8/ Saudi Public Investment Fund (PIF): media are reporting that there is no mention of PIF in the paperwork - hardly surprising. They are not UK registered & so unlikely to register documents with CH. They will likely be involved via Staveley & 1 of the companies she established.
9/ NCUK Investments Limited: PIF have set up this, which is headed by Vincent Cheshire & Yasir Al-Rumayyan. Al-Rumayyan is the Governor of the PIF & chairman of Aramco (worlds biggest oil Comp). This is the only Comp he is director of. The admin is being done by the TMF Group.
10/ TMF Group: Vincent Cheshire is the Director at the TMF Group - who have also set up various new companies - who specialise in international expansion.
11/ The ‘New Loan’: the position with the new loan is unclear. The Daily Express already reported this. It’s titled a “vendor loan” but the reality may be different. Our view is Ashley is putting the facility in place via St James’ Holdings to represent his existing £150m loan.
12/ The wording of the charge suggests that Ashley, via St James Holdings, will retain security over a specific bank account.
13/ It would seem that Ashley will finance the purchase initially (as otherwise it becomes complex to redeem his investment) and then Cantervale / JV1 will deposit ÂŁ150m in the relevant bank account and the facility is immediately at an end.
14/ This approach would also explain why the deal was initially reported as being comprised of a ÂŁ150m deposit and ÂŁ200 of debt.
15/ There is a clause in the ‘new loan’ that the account doesn’t drop below 13m. This likely represents the 5% deposit that has been reported and would support our view that, subject to clearance of the fit & proper person test, Ashley’s time at NUFC may finally be over......
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