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Everton proposing to increase capacity with safe standing at Goodson pending new ground. Of course increasing capacity is commonplace inGermany.

As a follow up, one of the big issues at Hillsborough (ignoring the bleeding fences) was too many people in one 'pen' when other pens were well below capacity. It will be essential for safe standing to have allocated spots as you would seats.
 

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I just can't see that being allowed in the UK.

I think safe standing will happen but given the issues at Hillsborough, I can't see a government allowing it to be any more than 1 for 1. As soon as there is an accident, the government will be accused of not caring etc. I'm not against it, I think safe standing is safer in some areas than seats where w stnd most of the time, especially away games.

Adapting older stands may be even more problematic. With exits and entrances made for 3,000 fans, increasing the numbers to 6,000 is going to be a problem.

At our game at Goodison in January, it was quite toasty getting out. Admittedly, this was in part due to our last gasp equaliser and we didn't take the top deck so the paddock was full. You could point to that area being originally terracing anyway so should cope with a standing capacity.

Final point, looking at the safestandingnow site, there is no way the clubs will reduce the ticket prices for SS. In a way, I think it will be right to make it a choice rather than an economic issue.
 

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Its unlikely they'll reduce prices with safe standing, though I don't think its unlikely that the gradual rise of prices will slow.
 

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Newcastle United's would-be owners looking at reconnecting with exiled legends after takeover
Newcastle Evening Chronicle, 8th May 2020

Kevin Keegan vowed never to return to St James' under Mike Ashley while Alan Shearer said he was "shafted" by the retail magnate. Newcastle United's would-be owners are understood to be receptive to welcoming back a host of legendary players to the club as part of their grand takeover plan. It is too early to say whether some former players could be part of the back-room team or others would be handed ambassadorial roles but it has already been looked at as an area that can be vastly improved.

One of the major own goals during the Mike Ashley era has been the treatment to leading Toon figures such as Alan Shearer and Kevin Keegan. Both of these former United players and United managers fell foul of the uncompromising framework of the current regime but the problems didn't stop there. Keegan did not even make an appearance at the club's 125th anniversary three years ago and even revealed in his book that he had to make an 'undercover entry' into St James' Park to attend an employee's party.

When asked if he would ever get involved under the current regime, Keegan said in his autobiography: "I don’t want to share my oxygen with these people."

Read More - Revealed: NUFC would-be owners make plan to re-connect with exiled greats
 

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Newcastle United accounts unveil Mike Ashley's interest-free loans and hospitality expenses

Chronicle Live website article from 29/05/20 about the 2018/19 NUFC Accounts

EXTRACT

Newcastle United accounts unveil Mike Ashley's interest-free loans and hospitality expenses

The Magpies latest accounts have been published

Newcastle United's accounts for 2019 reveal that Mike Ashley pumped in another interest-free loan after the club's second year following promotion.

The latest financial figures show that Ashley is "owed" £111million with the amount dropping down from £144million in the previous year.


Full article on Newcastle United accounts unveil Mike Ashley's interest-free loans and hospitality expenses

AND another Chronicle Live article, again from 29/05/20

EXTRACT

Newcastle reveal they have almost doubled profits in last 12 months and Mike Ashley paid for Sports Direct advertising

Newcastle United have released their accounts and revealed they made a £34.7million profit for figures ending June 2019.

This shows a significant increase from 12 months earlier when 2018's accounts revealed an £18.6million profit.

The statement also confirmed that Mike Ashley was now paying for Sports Direct advertising at St James' Park.

It read: "The Group is now receiving income from Frasers Group plc (formerly Sports Direct International plc) for stadium advertising at St. James’ Park.


Full article on Newcastle United reveal they have almost doubled profits in last 12 months

KEN
 

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Over the last 'month or so' there have been MANY National and Newcastle-Local newspaper reports indicating that the "deal was done and that the Takeover had happened" and that we were just waiting for the Premier League to confirm this.

I have not posted any of these reports as this is a 'complex' takeover for the EPL under their "Fit & Proper Owners and Directors Test" and I thought it best to wait for the official announcement.

While that STILL has not happened, I found the below article that explains the detail of why there has been such a delay, and thought it worth posting here . . .

Football LAW, the NUFC Takeover, and the Premier League Owners and Directors Test
June 1st 2020, Written By Thomas Horton.

The proposed takeover of Newcastle United FC (“NUFC”) by Amanda Staveley (“AS”), Reuben Brothers, and the Kingdom of Saudi Arabia’s Public Investment Fund (“KSA PIF”) has brought the FA Premier League’s Owners’ and Directors’ Test (“ODT”) into the spotlight. In particular, the ODT has been brought into the spotlight because of the KSA PIF’s involvement in the supposed takeover of NUFC.

This article will (i) provide some background information of the proposed takeover of NUFC; (ii) provide details of the background of and the individuals of the KSA PIF and controversy surrounding the KSA PIF; (iii) explain the applicability and set out the relevant provisions of the ODT; and (iv) give an opinion on whether the ODT, from what is known and set out in sections (i)-(iii), is likely to prevent the proposed takeover of NUFC.

The proposed takeover of NUFC

Reports in respect of the proposed takeover of NUFC by AS, Reuben Brothers and the KSA PIF indicate that movements are being made towards a takeover deal being reached.
Notably, (i) PCP Capital Partners LLP (OC311146) (“PCP LLP”) – a limited liability partnership registered in the UK whose designated LLP members are AS and PCP International Finance Limited (“PCPIFL”), a company registered in Jersey –, (ii) PCPIFL and (iii) St James Holdings Limited (06254688) (“SJHL”) entered an agreement on 8 April 2020 known as a ‘Security over proceeds and bank accounts’ (“the 8 April 2020 Agreement”). The 8 April 2020 Agreement has been registered as a charge against PCPIFL in favour of SJHL.
The 8 April 2020 Agreement states:
‘[SJHL] has agreed to make a vendor loan available to [AS] on the terms of the Vendor Loan Agreement’; and
‘[PCP LLP and PCPIFL] have agreed to assign the Proceeds and their rights in relation to the Controlled Accounts to [SJHL] to secure the payment and discharge of the Secured Liabilities’.
The ‘Vendor Loan Agreement’ is a private document and therefore the amount of the ‘vendor loan’ SJHL has made available to AS is not known. It is known however that:
  • The ‘Proceeds’ assigned to SJHL are ‘any damages payment received or receivable by [PCP LLP or PCPIFL]… in respect of the Claims’, and that those ‘Claims’ are PCP LLP’s and PCPIFL’s claims against Barclays Bank PLC (claim number CL-2016-000049) that ‘are in an amount of not less [than] GBP 150,000,000
  • The ‘Controlled Accounts’ are bank accounts to be opened (or that have been opened) by each PCP LLP and PCPIFL that the ‘Proceeds’ are to be deposited in to and PCP LLP and/or PCPIFL are only entitled to request a withdrawal of any amount from the ‘Controlled Accounts’ insofar as such a withdrawal does not cause the balance of the ‘Controlled Account’ to go below £13m; and
  • The ‘Secured Liabilities’ are AS’s, PCP LLP’s and PCPIFL’s liabilities to SJHL pursuant to the ‘Vendor Loan Agreement’ and the 8 April 2020 Agreement.
Accordingly, it could be that the ‘Vendor Loan Agreement’ involves a c. £13m sum for which SJHL has a minimum security of by way of the 8 April 2020 Agreement.
The significance of the 8 April 2020 Agreement between PCP LLP, PCPIFL and SJHL is that:
  • Newcastle United Football Company Limited (05981582) is the UK-registered company of NUFC and holds a share in The Football Association Premier League Limited (02719699) (“FAPL”) (each of the clubs of the Premier League hold one share in FAPL, which are held by the clubs’ company entities);
  • Newcastle United Limited (02529667) owns all of the shares in Newcastle United Football Company Limited;
  • SJHL owns all of the shares in Newcastle United Limited;
  • Mash Holdings Limited (06861426) owns all of the shares in SJHL; and
  • Mike Ashley owns all of the shares in Mash Holdings Limited.
Accordingly, the 8 April 2020 Agreement indicates that something is happening between NUFC’s company structure and AS by way of the minimum £13m security provided by PCP LLP and PCPIFL to SJHL following the ‘Vendor Loan Agreement’. That figure could represent some initial funding or part-payment towards the supposed takeover of NUFC by AS, Reuben Brothers and the KSA PIF.

However, the value of NUFC is reportedly £300m, and AS would require funding from others for a takeover of NUFC to happen, such as from Reuben Brothers and the KSA PIF. Again reportedly, the proposed ownership structure should any takeover of NUFC take place by AS, Reuben Brothers and the KSA PIF would see AS with 10% of the shareholding, Reuben Brothers with 10% of the shareholding and the KSA PIF with 80% of the shareholding. The KSA PIF’s proposed majority shareholding – and to some extent the mere presence of the KSA PIF as a shareholder – has caused discontent and pressure to be put upon FAPL in respect of how it applies the ODT.

The KSA PIF and controversy / Understanding the KSA PIF

For context, it is important to know that:
  • The Sharia and the Basic Law of Governance are the primary laws of the KSA.
  • The King of the KSA, HRH King Salman bin Abdulaziz Al-Saud, is the head of state and is the Prime Minister. The King can issue royal decrees that are legally binding, similar to a statute.
  • The Crown Prince of the KSA, HRH Prince Mohammed bin Salman Al-Saud, is second to the King and is the King’s designated successor.
  • The Council of Ministers, also known as the Cabinet, advises the King and consists of the King as Prime Minister, the Crown Prince who is Deputy Prime Minister and also a Minister with portfolio, 21 other Ministers with portfolio and seven other ministers of state. The Council of Ministers can pass resolutions by a majority vote and such resolutions are legally binding, similar to a statute.
  • The Council of Economic and Development Affairs (“CEDA”) is a sub-cabinet that oversees all economic and developmental affairs of the KSA and is headed by the Crown Prince (and has been headed by Crown Prince Mohammed bin Salman Abdulaziz Al-Saud since 2015, before he was appointed Crown Prince).
The KSA PIF is a sovereign wealth fund (a state-owned investment fund) that was established by royal decree in 1971. In 2015 the KSA’s council of ministers issued a resolution which required the KSA PIF ‘to report to CEDA’ and, consequently, the board of the KSA PIF was later re-formed. The KSA PIF board now includes HRH Prince Mohammed bin Salman Al-Saud as chairman and other Ministers. The KSA PIF Board is responsible for ‘the long-term strategy for the fund, approves the business plan and the annual budget, PIF’s organization and governance structures, investment pools, and major investment decisions’. The KSA PIF’s Program 2018-2020’ identifies the KSA PIF’s ‘Funding Sources’ and ‘Governance and Operating Model’, which seems to indicate that the KSA PIF is an entity separate to the KSA system of government.∆
The KSA PIF’s ‘Program (2018-2020)’, is defined as:
The Program strengthens the Public Investment Fund, which is the engine behind economic diversity in the KSA. It also develops high focused strategic sectors by growing and maximizing the impact of the Fund’s investments, and seeks to make PIF among the largest sovereign wealth funds in the world. Moreover, the Program establishes strong economic partnerships that help deepen the KSA’s impact and role both regionally and globally’.
Further, ‘Objective 1’ of the Program (2018-2020) is stated as:
PIF Program aims to grow the Fund into one of the world’s largest sovereign wealth funds. In fact, PIF’s assets have already increased to [£181.37bn] (as of September 30, 2017) from [£123.07bn] (as of December 31, 2015), reflecting its new direction to maximize value of under-utilized government assets and increase value of investments. Moving forward, the Program’s initiatives are expected to increase PIF’s assets to [£323.88bn] by [the end of] 2020; these assets are expected to generate between 4% and 5% in average annual total shareholder returns over that period. Those returns take into account new assets, which PIF will be investing in, that will generate returns beyond 2020 and over the medium to long term’.*
If reports are correct that the KSA PIF is to be part of a takeover of NUFC, then NUFC’s reported value of £300m is comfortably within the KSA PIF’s resources and objectives. For example, KSA PIF acquired c. £6.15bn worth of shares in US and European companies from January to March 2020, and also acquired c. £295.23m worth of shares in Carnival Corporation in April 2020.*

The controversy . . .

The controversy surrounding the KSA PIF’s involvement in the reported takeover of NUFC is in respect of two issues:

Firstly, Yousef al-Obaidly, chief executive of Qatar-based television company beIN Sport, has criticised, and made FAPL aware of, the KSA’s alleged ‘facilitation of the near three-year theft of the Premier League's commercial rights… through its backing of the huge-scale beoutQ pirate service’. A report by Reuters released on June 2019 explains:
A French court has ruled that pirated sports content belonging to the Qatar-based broadcaster beIN was accessible via a Saudi-based satellite operator, but said it had not found evidence of “clear and illegal disruption”, court documents seen by Reuters showed.
BeIN Media Group filed a complaint in France against Saudi-based Arabsat to try to establish, in what it said was a “credible” court, that Arabsat was carrying pirated broadcasts of global sports events to which beIN held the rights.
… It is unclear who owns or operates beoutQ.
A June 13 ruling by the Paris court, a copy of which was seen by Reuters, found that signals from beoutQ were available on Arabsat frequencies and accessible from French territory, based on findings by a firm retained by beIN.
“These elements are sufficient to establish that Arabsat has a charge to answer,” the ruling said.
But it also said beIN had failed to demonstrate the existence of “clear and illegal disruption or prove that there was immediate risk of commercial damage” that could justify forcing Arabsat to block beoutQ’s satellite signals in France.
BeoutQ emerged in 2017 after Saudi Arabia and its Gulf allies launched a political and economic boycott of Qatar, accusing it of supporting terrorism, which Doha denies. The channel is widely available in Saudi Arabia but Riyadh says it is not based there, and that Saudi authorities are committed to fighting piracy.
Arabsat, which is owned by Arab League states, has denied that beoutQ uses its satellite frequencies for illegal broadcasts. Reuters has not been able to contact beoutQ for comment.
Arabsat welcomed the French ruling, saying it rejected “all false accusations that Qatar’s beIN Sports group tried to pin on Arabsat”
’.

Secondly, Kate Allen, director of Amnesty International UK, has urged FAPL to ‘examine [HRH Prince Mohammed bin Salman Al-Saud’s] human right’s record’. The following is from a letter written by Kate Allen and sent to Ricard Masters, chief executive of FAPL, on 20 April 2020:
I want to draw your attention to the wider context of this takeover in so far as it relates to Amnesty International’s human rights concerns and to the Premier League’s Owners and Directors Test.
While Saudi Arabia would not be the only country whose businesses have bought a significant stake in a Premier League Club, there are two aspects of the proposed acquisition that would set this apart. First, Saudi Arabia is an absolute monarchy in which the Crown Prince plays the role of King and has control of all economic, political and foreign relations. With oversight of the Kingdom’s Public Investment Fund, it is very unlikely that an important business transaction such as the takeover of a Premiership Club could happen without his authorisation.
More significantly, the Crown Prince has been using sporting events and personalities as a means of improving the Kingdom’s reputation following the grisly murder of the journalist Jamal Khashoggi - widely believed to have taken place with his approval. Such positive associations with sporting events also distract attention from Saudi’s appalling human rights record, including the imprisonment and torture of women human rights defenders – women like Loujain al-Hathloul - for advocating for equal rights and an end to discrimination.
I believe there are serious questions to address in determining whether the owners and directors of the company seeking to acquire NUFC are meeting standards that can protect the reputation and image of the game. If the Crown Prince, by virtue of his authority over Saudi Arabia’s economic relations and via control of his country’s sovereign wealth fund, becomes the beneficial owner of NUFC, how can this be positive for the reputation and image of the Premier League?
So long as these questions remain unaddressed, the Premier League is putting itself at risk of becoming a patsy of those who want to use the glamour and prestige of Premier League football to cover up actions that are deeply immoral, in breach of international law and at odds with the values of the Premier League and the global footballing community
’.
In respect of the first issue, Clive Betts MP has called for regulatory scrutiny of the proposed takeover of NUFC, stating that ‘[while] the Premier League needs to seriously look at any potential conflict between the ownership of a football club and the alleged three-year theft of UK media rights by the future owner, the government should take a role, not sit on the bench’. Further, Karl McCartney MP also stated on 15 May 2020 that ‘it’s time to stop Saudi piracy. The best way to start is to block, at the very least delay, the Saudi purchase of Newcastle United – and at least impose some sanctions before allowing it to progress’.
Contrastingly, Oliver Dowden OBE MP, Secretary of State for Digital, Culture, Media and Sport, stated, when questioned by a member of the Digital, Culture, Media and Sport Committee on 22 April 2020, that the proposed takeover is a ‘matter for the Premier League’. Giles Watling MP, and a member of the DCMS Committee, has since called for evidence sessions in respect of the piracy claims. Further, it has been reported that a World Trade Organisation ruling has been made recently (but a copy of which has not yet been released by the WTO) that ‘firmly establishes that the Saudi government is behind beoutQ’.

The ODT / Companies Act 2006

Before delving into the ODT it should be noted that the Companies Act 2006 (“CA 2006”) and the Company Directors Disqualification Act 1986 (“CDDA 1986”) provide, amongst other things, basic eligibility and illegibility of persons being a director of a company in the UK. For example:
  • A company must have at least one director that is a ‘natural person’ (i.e. a person, like you) (see CA 2006, s. 155(1)) and once that requirement is satisfied any legal person, including another company or a limited liability partnership, can become a director of that company;
  • A natural person must be at least 16 years old to be a director (see CA 2006, s. 157);
  • A person is prohibited from being a director or directly or indirectly taking part in, or being concerned in the promotion, formation or management of, a company, except with the leave of the court, if the person is an undischarged bankrupt (CDDA 1986, s. 11(1)-(2)); and
  • A court may make an order disqualifying a person from acting as a director where they are convicted of an indictable offence or a relevant foreign offence in connection with the promotion, formation, management, liquidation or striking off of a company (CDDA 1986, ss. 2 and 5A).
The ODT supplements those statutes and provides additional illegibility of persons being a director and/or owner of a company that is the company entity of a Premier League club.

Additional requirements – the ODT

The ODT is part of FAPL’s rules (“the Rules”) and can be found at pg. 121-126 of the Premier League Handbook and by clicking this link. The Rules are made by FAPL pursuant to article 16 of FAPL’s Articles of Association. The purpose of the Rules is to regulate all matters affecting the organisation and management of the Premier League. For full details of the structure and operation of FAPL see Football Law’s Premier League overview. For now it is sufficient to note that rule B.15 of the Rules states:
Membership of the League shall constitute an agreement between the League and Club (both on its own behalf and on behalf of its Officials) and between each Club to be bound by and comply with… these Rules’.
It is important to note that the Definition of ‘Club’ in the Rules is ‘an association football club in membership of the [Premier] League’ and includes a club’s (see rule A.1.31 of the Rules):
  • (NB ‘Undertaking’ means ‘a body corporate or partnership, or an unincorporated association carrying on a trade or business, with or without a view to profit’ (see CA 2006, s. 1161(1)).
  • Associated Undertaking’, which is ‘an undertaking in which another undertaking has a participating interest and over whose operating and financial policy it exercises a significant influence, and which is not a Parent Undertaking or Subsidiary Undertaking’ (see rule A.1.15 of the Rules);
  • Fellow Subsidiary Undertaking’, which is ‘undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other’ (see rule A.1.68 of the Rules and CA 2006, s. 1161(4));
  • Group Undertaking’, which is ‘a parent undertaking or subsidiary undertaking of that undertaking, or… a subsidiary undertaking of any parent undertaking of that undertaking’ (see rule A.1.83 of the Rules and CA 2006, s. 1161(5));
  • Parent Undertaking’, which is (i) an undertaking that holds the majority of voting rights in another undertaking (known as a ‘Subsidiary Undertaking’); (ii) the parent undertaking is a member of the (subsidiary) undertaking and has the right to appoint or remove a majority of its board of directors; (iii) the parent undertaking has the right to exercise a dominant influence over the subsidiary undertaking by virtue either of provisions contained in the latter’s memorandum or articles; or of a control contract; or (iv) the parent undertaking is a member of the subsidiary undertaking and controls alone (under an agreement with other members) a majority of voting rights in the subsidiary undertaking (see rules A.1.135 and A.1.184 of the Rules and CA 2006, s. 1162). [1]
When a ‘Person’ proposes to become a ‘Director’ of a Club, then the Club is required to submit to FAPL’s board a completed ‘Declaration’ in respect of that person (see rule F.4.1 of the Rules). FAPL’s board will then consider the Declaration and decide whether or not that person is to be confirmed as a director of the Club or is liable to be disqualified as a director pursuant to rule F.1 of the Rules (see rules F.4.2-F.4.3 and F.6 of the Rules). It is important to note that:
  • Person’ is defined as ‘any natural person, legal entity, firm or unincorporated association and in the case of a Person which is incorporated any of its Associated Undertaking, Fellow Subsidiary Undertaking, Group Undertaking, Parent Undertaking or Subsidiary Undertaking’ (see rule A.1.137 of the Rules);
  • Director’ is defined as ‘any Person occupying the position of director of a Club whose particulars are registered or registrable under the provisions of section 162 of the Act and includes a shadow director, that is to say, a Person in accordance with whose directions or instructions the directors of the Club are accustomed to act, or a Person having Control over the Club, or a Person exercising the powers that are usually associated with the powers of a director of a company’ (emphasis added) (see rule A.1.56 of the Rules); and
  • Control’ is defined as ‘the power of a Person to exercise, or to be able to exercise or acquire, direct or indirect control over the policies, affairs and/or management of a Club, whether that power is constituted by rights or contracts (either separately or in combination) and having regard to the considerations of fact or law involved, and, without prejudice to the generality of the foregoing, Control shall be deemed to include… the holding and/or possession of the beneficial interest in, and/or the ability to exercise the voting rights applicable to, Shares in the Club (whether directly, indirectly (by means of holding such interests in one or more other persons) or by contract including without limitation by way of membership of any Concert Party) which confer in aggregate on the holder(s) thereof 30 per cent or more of the total voting rights exercisable at general meetings of the Club’ (emphasis added) (see rule A.1.50 of the Rules).
Rule F.1 of the Rules provides several requirements that if not complied with will result in a Person being disqualified from acting or not being permitted to act as a Director of a Club, such as (i) if the Person becomes the subject of an Individual Voluntary Agreement (see rule F.1.7.1); or (ii) if the Person was a Director of two or more Clubs which, while the person was a Director of those Clubs, each suffered an event of insolvency, such as a winding-up order (see rule E.30 of the Rules) in respect of which a deduction of points was imposed (see rule F.1.10). There is no doubt or question of the KSA PIF’s financial worthiness and such requirements are irrelevant for the purposes of this article.
However, rule F.1 of the Rules also provides that a Person shall be disqualified from acting or not be permitted to act as a Director of a Club if:
  • ‘[In] relation to the assessment of his compliance with Rule F.1… [he has] failed to provide all relevant information (including, without limitation, information relating to any other individual who would qualify as a Director but has not been disclosed, including where he or they are acting as a proxy, agent or nominee for another Person); or … provided false, misleading or inaccurate information’ (emphasis added) (see rule F.1.1 of the Rules).
  • ‘[Either] directly or indirectly he is involved in or has any power to determine or influence the management or administration of another Club or Football League club’ (see rule F.1.2 of the Rules);
  • ‘[Either] directly or indirectly he holds or acquires any Significant Interest in a Club while he either directly or indirectly holds any interest in any class of Shares of another Club’ (see rule F.1.3 of the Rules);
  • ‘[He] has a Conviction (which is not a Spent Conviction) imposed by a court of the United Kingdom or a competent court of foreign jurisdiction… in respect of which an unsuspended sentence of at least 12 months’ imprisonment was imposed; … in respect of any offence involving any act which could reasonably be considered to be dishonest (and, for the avoidance of doubt, irrespective of the actual sentence imposed); … in respect of an offence set out in Appendix 1 (Schedule of Offences) or a directly analogous offence in a foreign jurisdiction (and, for the avoidance of doubt, irrespective of the actual sentence imposed)’ (emphasis added) (see rule F.1.5 of the Rules); and
  • ‘[In] the reasonable opinion of the Board, he has engaged in conduct outside the United Kingdom that would constitute an offence of the sort described in Rules F.1.5.2 or F.1.5.3, if such conduct had taken place in the United Kingdom, whether or not such conduct resulted in a Conviction’ (see rule F.1.6 of the Rules).
The ODT has wider applicability than the CA 2006 and CDDA 1986 because of the definitions of ‘Person’, ‘Director’ and ‘Control’ in the Rules. Further, Rule F.1.6 of the Rules is notably broader than CDDA 1986, ss. 2 and 5A, as there is no requirement for there to have been a conviction, merely the ‘reasonable opinion’ of FAPL’s board that the Director/proposed Director has engaged in conduct ‘that would constitute an offence’ that involves, amongst others, ‘any act which could reasonably be considered to be dishonest’. Indeed, Richard Masters has emphasised that ‘[FAPL’s] processes go beyond those required by UK company law and they are applied with equal rigour to every prospective purchase of a Premier League club’. Richard Masters has also stated:
‘[The ODT includes] a set of objective tests which are financially related and there are also tests – and… I am not linking this with anybody – about crimes committed overseas or activities which might be deemed to be seen as criminal in this country might be taken into account.
The owners’ and directors’ test is about as private and confidential test as it comes, so it is impossible for me to comment on what the conclusions of the Premier League board would be in such a scenario because it is hypothetical’ (emphasis added).
Pass or fail?

The lacunae in any commentary or analysis of the proposed takeover of NUFC is not knowing exactly what the proposed company structure of any takeover is or who is involved in the proposed takeover. For the public, there is only the circumstantial evidence of (i) the 8 April 2020 Agreement, as explained above; (ii) the incorporation of NCUK Limited (012415316) on 21 January 2020 – which the KSA PIF could be using as a SPV in the proposed takeover – with the KSA PIF being the owner/sole shareholder and HE Yasir Othman Al-Rumayyan, the governor of the KSA PIF, as director; and (iii) Bander A Mogren, the chief operating officer of the KSA PIF, being appointed as a director of NCUK Limited on 9 April 2020.
If the KSA PIF is to acquire an 80% shareholding in the company that owns NUFC as a result of the proposed takeover and if those shares have voting rights, the KSA PIF would amount to a Director for the purposes of the ODT because of its greater than ‘30 per cent or more of the total voting rights exercisable at general meetings’.
Similarly, if NCUK Limited is to be used by the KSA PIF to acquire an 80% shareholding in the company that owns NUFC as a result of the proposed takeover and if those shares have voting rights, the KSA PIF would still be caught by the ODT as the KSA PIF’s ownership of NCUK Limited is caught by the definition of Person and Group Undertaking or Parent Undertaking.
In either of those circumstances, then, pursuant to rule F.4 of the Rules, the KSA PIF would need to make a Declaration to FAPL that they are permitted to be a Director and are not illegible due to any of the reasons set out in rule F.1 of the Rules.
If that is the case, FAPL would have to consider the KSA PIF’s Declaration, which should be accompanied by ‘all relevant[, accurate] information’ (a failure of which will itself result in ineligibility (see rule F.1.1 of the Rules) and determine whether the KSA PIF is liable to be disqualified as a Director. It is possible that the KSA PIF will provide with their Declaration information concerning, as set out above: (i) the alleged piracy and (ii) the alleged human rights violations. Again, if it is the case that the company structure explained in the previous two paragraphs applies, and based on what is known of those two issues:
  • The ruling of the WTO that has been made recently (but a copy of which has not yet been released by the WTO) that reportedly ‘firmly establishes that the Saudi government is behind beoutQ’ will be a weighty consideration for FAPL, and it is understood that FAPL are one of the few bodies to have received a copy of the WTO’s ruling. In particular, FAPL’s board will have to consider whether, in its reasonable opinion, the overlap between the KSA’s system of government and HRH Prince Mohammed bin Salman Al-Saud’s position as chairman of, and other Ministers’ positions on, the board of the KSA PIF is such as to demonstrate that the KSA PIF has engaged in conduct ‘that would constitute an offence’ that involves ‘any act which could reasonably be considered to be dishonest’. It is this author’s opinion that, unless it is demonstrated that the KSA PIF itself has facilitated or funded beoutQ, the degree of separation between the KSA’s system of government and the KSA PIF that is seemingly apparent – that the KSA PIF is a separate legal entity and is operated for the benefit of the KSA but not by the KSA per se – would be sufficient for the KSA PIF to avoid disqualification as a Director pursuant to the ODT.
  • The alleged human rights violations are abhorrent. However, and again, unless it is demonstrated that the KSA PIF itself has facilitated or caused those human rights violations, the degree of separation between the KSA’s system of government and the KSA PIF would be sufficient for the KSA PIF to avoid disqualification as a Director pursuant to the ODT. Whilst many will have objections to that, it is important to note that the ODT does not provide for any ethical, character or moral test.
* Values correct according to exchange rates of 30 May 2020.

NB - On 2nd June 2020 Qatari- and Saudi- based lawyers provided confirmation to this author that KSA PIF is indeed a separate legal entity.

SOURCE - https://www.footballlaw.co.uk/articles/newcastle-united-fc-takeover-and-the-premier-leagues-owners-and-directors-test
 

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Newcastle United are a ZOMBIE CLUB
By Craig Hope, The Mail on Sunday, 20th June 2020

Steel barriers have been assembled around St James’ Park to keep supporters away. Were the Saudi-led takeover to fall through, such measures would not be needed. The prospect of returning to a Mike Ashley-owned institution - so drained of ambition - is hardly an enticing one. They could throw open the turnstiles for free and still there would be a weariness to those who passed through. That is why events off the pitch are far more significant than anything that happens on it during the coming weeks for the club and its fanbase. For many, the thought of missing out on barrels of cash and investment from Saudi Arabia is NOT their greatest fear, it is the realisation of being left with an Ashley-owned club that they have long since come to resent and mistrust.

The club are awaiting to hear on the proposed takeover by Amanda Staveley, the Reuben Brothers, and the Saudi Public Investment Fund. Managing director Lee Charnley - a one-man band who, in effect, runs the entire club on a day-to-day basis - thought he would be long gone by now. Yet here he is, one foot out of the door, still heading the club, still surrounded by an absolute vacuum of football expertise at executive level. It is that neglect and failure to structure his club that has arguably been Ashley’s biggest crime. For with the right people in the right positions, his hands-off approach could have ran parallel to success. It was not an impossible task, it simply needed better care, better people and better judgement.

Newcastle United, for the large part, remains on lockdown.

Read More - Faltering takeover in controversy...Newcastle are the ZOMBIE CLUB
 

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Here are the "Lockdown Seat Covers" at St James' Park for todays first match back, at home to Sheffield United, live on SKY at 1 pm. Most of us thought that if Ashley was "staying" these would just be massive red 'Sports Directs Signs' (that was a big fear) but they are not, thank goodness. That awful name does appear, but only in small writing at the bottom right of some of the seat covers.

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Source - St. James' Park
 

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Apparently the covers have to blend in with the seats, or the clubs main colours. They also have a size restriction on sponsors. That will be why it isn’t full blown Sports Direct logos. These covers would also have been ordered a few weeks ago, and Sports Direct is a paying sponsor now (although the price they pay seems to be low). Sports Direct being on these covers would not be an indication of if the takeover is close or not, they would likely have been on the covers even if we had been taken by now.
 

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What's the bet any takeover terms will include an exclusive sponsorship/merch agreement whereby sportsdirect or frasergroup gets to plaster itself all over our shirt and stadium and ring its tills forever more.

I'm sure MA is vile enough to knock £50M off the asking price if it could be called the sportsdirect arena in perpetuity, as a final eff you.
 

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What's the bet any takeover terms will include an exclusive sponsorship/merch agreement whereby sportsdirect or frasergroup gets to plaster itself all over our shirt and stadium and ring its tills forever more.

I'm sure MA is vile enough to knock £50M off the asking price if it could be called the sportsdirect arena in perpetuity, as a final eff you.

I think the calibre of our three new owners is such that they will not fall for, nor allow, anything of that sort.
 
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