Positive Optimism - Saudi Takeover Edition

[Scoot]

Lee hasn't even read the rules for the directors test which are available to the public.

 

Is he wrong about what he's wrote in regards to the director's test?

[SUPERTOON]

[Anderson]

Wish people would stop posting Twitter links with the mobile bit.

[Jinky Jim]

Wish people would stop posting Twitter links with the mobile bit.

 

Don’t think everyone knows how to put up a twitter picture link....if not you can click the arrow in Twitter and then copy link to tweet....IF THAT HELPS

[mighty__mag]

Wish people would stop posting Twitter links with the mobile bit.

 

What's the mobile bit?

[Jinky Jim]

Wish people would stop posting Twitter links with the mobile bit.

 

What's the mobile bit?

 

Think if you upload from a phone it tags the word mobile in front of the word twitter....at least when i do it from an iPad the word mobile doesn’t appear...so that’s my guess

[Collage]

When you’ve opened the tweet, just click the arrow in the bottom right, then choose ”Copy link to tweet”.

[Donnie]

Mark Douglas defending Ryder, saying that while they know a purchase agreement has been signed and the Premier League are doing their checks they can't say a price has been agreed because they don't know.  What do they think a purchase agreement is?  I mean I might not be a expert, but as standard a purchase agreement will state the amount to be paid by the buyer.

 

Also it wouldn't have gone this far without a agreed price.  What kind of business person sorts absolutely everything else in a purchase, and then right as the final step says "Ok now how much are you willing to take for the business?", its laughable.

 

Not to mention the Premier League wouldn't enter into checks without agreed price.  How would they expect the Premier League to do its checks on the affordability of the club to its potential new owner if they don't know what the club is going to cost them?

[Ameritoon]

I'm almost certain their reaction and all of #nufc's reaction is based on one bullet point in that Daily Mail article. So stiupid

[Klaus]

Did the purchase agreement not include an up front deposit as well?

[Kanji]

Donnie[/member] - you're right my friend.

 

You can't have an executed sale purchase agreement for a business without a price (FFS these journos). All of that is included in the package submitted to the PL to begin the test. This package is initiated by the seller giving the league the green light to conduct the thorough review of the buying group in order to approve them and green light the sale of the club. The buyer then has to further provide information, including funding, business plan etc.

 

Buyer said has said price agreed, deal submitted to PL for test. Mark Douglas has independently verified from someone not associated with buyer and seller that the test has begun and is nearing conclusion. The only thing is that not a single person has spoken to Mike Ashley's side to get verbal or written confirmation of any of this. However, again....a Seller submits the paperwork to allow the league to begin this test. The league wouldn't carry out this type of work without the approval of submission of the Seller to begin the transfer test.

 

For the millionth time, you can't do that without an agreed price and terms executed by both parties

[Jinky Jim]

Another Lawyers Take of the Documents presented earlier in the week.....A long read but interesting:-

 

 

So, as I’m bored of doing proper legal work, here’s my take on why Martin Samuel, Lee Ryder etc. are almost definitely* wrong about there being a possibility Ashley can still pull the plug on the takeover.

 

To set the scene, what we’ve seen uploaded onto CH is a document which shows: (i) SJHL (i.e. Newcastle) have loaned an unconfirmed sum to Staveley. This, as per the documents uploaded, is under the “Vendor Loan Agreement”; and (ii) PCP (i.e. Staveley’s firm) have provided security to SJHL. As a result, should Staveley default on her repayment obligations under the Vendor Loan Agreement SJHL will be able to enforce their security against PCP to ensure they are repaid. There’s some confusion among the other lawyers commenting on this point on Twitter but, irrespective of this, what everyone is in agreement about is that these documents impose upon Staveley (and potentially PCP in the event of a default) binding legal obligations. As per the documents we’ve seen, these obligations have existed since 8 April (in regards to the Vendor Loan Agreement, we know this was signed “on or about [this] date”).

 

Now, as to why this almost certainly suggests the parties (i.e. Ashley, Staveley, PCP and the Saudis) have came to a legally binding agreement in regards to the purchase of the club is as follows: in any reasonably sized commercial transaction there is numerous contracts which will be signed by all parties. We’ve seen some of these, i.e. the security documentation uploaded onto CH, and know others exist, i.e. the Vendor Loan Agreement. All of these contracts once signed provide for legally binding obligations. However, naturally, no party will be satisfied in signing up to these contracts until the main purchase agreement is also signed. This is the Share Purchase Agreement (the “SPA”). By way of example, why would Staveley and PCP be happy to loan funds, be obliged to repay such funds and provide security for such funds if they were not 100% certain (subject to passing the Premier League’s tests) the club was theirs? As a result of this, all documents are “executed” at the same time. The process works as follows:

 

• ⁠lawyers on both sides collate their client’s signed signature pages to the various documents;

• ⁠the various transaction documents are all agreed, with all parties providing express confirmation that they have no further issues;

• ⁠one set of lawyers (usually the buyers’) then attach all signed signature pages to all documents and date the documents. As to why you see language such as “X agreement signed on or about the date of this agreement” when other transaction documents are cross-referenced is purely logistical i.e. it saves the lawyers having to add another date into the document other than the one at the top;

• ⁠the lawyers who have dealt with the above then circulate the signed and dated documents to each party, requesting express confirmation that they may come into effect (“releasing” the signatures). This will include all documents, i.e. the SPA, the documents mentioned above and other ancillary documents; and

• ⁠finally, once all parties have responded to the above, the documents have legal effect. This only occurs once all parties have agreed for each document to come into force.

 

As a result of the above, the documents we have seen only came into effect because all transaction documents are now signed. Of course, there’s a chance the lawyers have been negligent, but considering how basic this stuff is there is less than 1% of a chance this happened. This why as soon as I saw the documents uploaded to CH I was certain the deal was signed (this was before the reports in the press). My view is that the parties signed all documents on Wednesday last week, which fits with papers being submitted to the Prem for approval before the weekend.

 

*Ashley could still “refuse to hand the keys over” of course, but this would have serious legal ramifications. In any event, Staveley etc. could apply for a court order which would force Ashley to assign his shares in the club to them.

 

EDIT: Seems Mark Douglas confirmed on Twitter that the SPA has been signed while I was typing this. Makes my explanation somewhat obsolete but will hopefully settle some more nerves!

 

[xLiaaamx]

Lee hasn't even read the rules for the directors test which are available to the public.

 

Is he wrong about what he's wrote in regards to the director's test?

 

There's nothing about "Buying it for the right reasons"

 

Which is why Ashley would pass. He'd be allowed to buy the club solely to advertise SD.

[mighty__mag]

https://twitter.com/tr_efc/status/1251152994025893888

 

Love the comment right at the end where this soft cunt contradicts it all by saying it's the best day out of the season coming to Newcastle.

 

https://twitter.com/tr_efc/status/1251163600716062725

 

Utter prick 

[STM]

Another Lawyers Take of the Documents presented earlier in the week.....A long read but interesting:-

 

 

So, as I’m bored of doing proper legal work, here’s my take on why Martin Samuel, Lee Ryder etc. are almost definitely* wrong about there being a possibility Ashley can still pull the plug on the takeover.

 

To set the scene, what we’ve seen uploaded onto CH is a document which shows: (i) SJHL (i.e. Newcastle) have loaned an unconfirmed sum to Staveley. This, as per the documents uploaded, is under the “Vendor Loan Agreement”; and (ii) PCP (i.e. Staveley’s firm) have provided security to SJHL. As a result, should Staveley default on her repayment obligations under the Vendor Loan Agreement SJHL will be able to enforce their security against PCP to ensure they are repaid. There’s some confusion among the other lawyers commenting on this point on Twitter but, irrespective of this, what everyone is in agreement about is that these documents impose upon Staveley (and potentially PCP in the event of a default) binding legal obligations. As per the documents we’ve seen, these obligations have existed since 8 April (in regards to the Vendor Loan Agreement, we know this was signed “on or about [this] date”).

 

Now, as to why this almost certainly suggests the parties (i.e. Ashley, Staveley, PCP and the Saudis) have came to a legally binding agreement in regards to the purchase of the club is as follows: in any reasonably sized commercial transaction there is numerous contracts which will be signed by all parties. We’ve seen some of these, i.e. the security documentation uploaded onto CH, and know others exist, i.e. the Vendor Loan Agreement. All of these contracts once signed provide for legally binding obligations. However, naturally, no party will be satisfied in signing up to these contracts until the main purchase agreement is also signed. This is the Share Purchase Agreement (the “SPA”). By way of example, why would Staveley and PCP be happy to loan funds, be obliged to repay such funds and provide security for such funds if they were not 100% certain (subject to passing the Premier League’s tests) the club was theirs? As a result of this, all documents are “executed” at the same time. The process works as follows:

 

• ⁠lawyers on both sides collate their client’s signed signature pages to the various documents;

• ⁠the various transaction documents are all agreed, with all parties providing express confirmation that they have no further issues;

• ⁠one set of lawyers (usually the buyers’) then attach all signed signature pages to all documents and date the documents. As to why you see language such as “X agreement signed on or about the date of this agreement” when other transaction documents are cross-referenced is purely logistical i.e. it saves the lawyers having to add another date into the document other than the one at the top;

• ⁠the lawyers who have dealt with the above then circulate the signed and dated documents to each party, requesting express confirmation that they may come into effect (“releasing” the signatures). This will include all documents, i.e. the SPA, the documents mentioned above and other ancillary documents; and

• ⁠finally, once all parties have responded to the above, the documents have legal effect. This only occurs once all parties have agreed for each document to come into force.

 

As a result of the above, the documents we have seen only came into effect because all transaction documents are now signed. Of course, there’s a chance the lawyers have been negligent, but considering how basic this stuff is there is less than 1% of a chance this happened. This why as soon as I saw the documents uploaded to CH I was certain the deal was signed (this was before the reports in the press). My view is that the parties signed all documents on Wednesday last week, which fits with papers being submitted to the Prem for approval before the weekend.

 

*Ashley could still “refuse to hand the keys over” of course, but this would have serious legal ramifications. In any event, Staveley etc. could apply for a court order which would force Ashley to assign his shares in the club to them.

 

EDIT: Seems Mark Douglas confirmed on Twitter that the SPA has been signed while I was typing this. Makes my explanation somewhat obsolete but will hopefully settle some more nerves!

 

 

Say more stuff.

[mighty__mag]

[Klaus]

Does Mandy have a bit of a squint?

[FloydianMag]

Does Mandy have a bit of a squint?

 

More cock eyed

[Scoot]

Another Lawyers Take of the Documents presented earlier in the week.....A long read but interesting:-

 

 

So, as I’m bored of doing proper legal work, here’s my take on why Martin Samuel, Lee Ryder etc. are almost definitely* wrong about there being a possibility Ashley can still pull the plug on the takeover.

 

To set the scene, what we’ve seen uploaded onto CH is a document which shows: (i) SJHL (i.e. Newcastle) have loaned an unconfirmed sum to Staveley. This, as per the documents uploaded, is under the “Vendor Loan Agreement”; and (ii) PCP (i.e. Staveley’s firm) have provided security to SJHL. As a result, should Staveley default on her repayment obligations under the Vendor Loan Agreement SJHL will be able to enforce their security against PCP to ensure they are repaid. There’s some confusion among the other lawyers commenting on this point on Twitter but, irrespective of this, what everyone is in agreement about is that these documents impose upon Staveley (and potentially PCP in the event of a default) binding legal obligations. As per the documents we’ve seen, these obligations have existed since 8 April (in regards to the Vendor Loan Agreement, we know this was signed “on or about [this] date”).

 

Now, as to why this almost certainly suggests the parties (i.e. Ashley, Staveley, PCP and the Saudis) have came to a legally binding agreement in regards to the purchase of the club is as follows: in any reasonably sized commercial transaction there is numerous contracts which will be signed by all parties. We’ve seen some of these, i.e. the security documentation uploaded onto CH, and know others exist, i.e. the Vendor Loan Agreement. All of these contracts once signed provide for legally binding obligations. However, naturally, no party will be satisfied in signing up to these contracts until the main purchase agreement is also signed. This is the Share Purchase Agreement (the “SPA”). By way of example, why would Staveley and PCP be happy to loan funds, be obliged to repay such funds and provide security for such funds if they were not 100% certain (subject to passing the Premier League’s tests) the club was theirs? As a result of this, all documents are “executed” at the same time. The process works as follows:

 

• ⁠lawyers on both sides collate their client’s signed signature pages to the various documents;

• ⁠the various transaction documents are all agreed, with all parties providing express confirmation that they have no further issues;

• ⁠one set of lawyers (usually the buyers’) then attach all signed signature pages to all documents and date the documents. As to why you see language such as “X agreement signed on or about the date of this agreement” when other transaction documents are cross-referenced is purely logistical i.e. it saves the lawyers having to add another date into the document other than the one at the top;

• ⁠the lawyers who have dealt with the above then circulate the signed and dated documents to each party, requesting express confirmation that they may come into effect (“releasing” the signatures). This will include all documents, i.e. the SPA, the documents mentioned above and other ancillary documents; and

• ⁠finally, once all parties have responded to the above, the documents have legal effect. This only occurs once all parties have agreed for each document to come into force.

 

As a result of the above, the documents we have seen only came into effect because all transaction documents are now signed. Of course, there’s a chance the lawyers have been negligent, but considering how basic this stuff is there is less than 1% of a chance this happened. This why as soon as I saw the documents uploaded to CH I was certain the deal was signed (this was before the reports in the press). My view is that the parties signed all documents on Wednesday last week, which fits with papers being submitted to the Prem for approval before the weekend.

 

*Ashley could still “refuse to hand the keys over” of course, but this would have serious legal ramifications. In any event, Staveley etc. could apply for a court order which would force Ashley to assign his shares in the club to them.

 

EDIT: Seems Mark Douglas confirmed on Twitter that the SPA has been signed while I was typing this. Makes my explanation somewhat obsolete but will hopefully settle some more nerves!

 

 

Cheers Jinky.

[Charlies]

[ElDiablo]

Shak, Decky, Froggy and the lads. Any comments?

[Tsunami]

For some reason Everton fans aren’t taking this very well, from their comments they really don’t like us at all. They seem to have empathy with the Mackems against loud mouthed entitled neighbours. Very strange from a club of their size.

[TRon]

For some reason Everton fans aren’t taking this very well, from their comments they really don’t like us at all. They seem to have empathy with the Mackems against loud mouthed entitled neighbours. Very strange from a club of their size.

 

If they want to identify with jealous second best local rivals that's up to them, personally I don't think they need to do it. Everton had a decent reputation despite being in Liverpool's shadow for half a century.

[D. Yimentov]

Now that everybody hates us, I hope we celebrate our 6th and 7th goals in games like the weird American ladies did at the world cup when they beat those amateur Thai girls (there's a google search).

[Wolfcastle]

Yet I couldn't care less about Everton, never have done or known anybody that did.