Bassini's bondholder agreement

Me too.

 

this is the origional offer document. There may have been some amendments before the final contracts were signed

http://www.watfordleisureplc.com/wp-content/uploads/2011/03/390-02-The-Offer-Document-25.03.11.pdf

 

The Secured Bonds are subject to a standard set of events of default (“Events of Default”) including
non-payment, cross-default and insolvency. The termination of the appointment of Julian Winter,
Graham Taylor, Stuart Timperley or David Fransen as a director of Watford Leisure or the Club also
comprises an Event of Default. The occurrence of an Event of Default allows any Bondholder to
declare his Secured Bonds immediately due and payable.

interesting so this is why GT left ???????

 

Indeed. The Deed of Covenant isn't in there though is it?

 

Didn't GT leave of his own free will and, if so, would that technically not break that agreement?

I'd imagine, though I'm thicker than pig-****, that the removal of Fransen & Timperley the other day were more relevent.

 

I was very surprised to see the Wobby use the word "removed", instead of something more ambiguous such as "are no longer directors". Even more surprised that this wording hasn't subsequently been changed.

 

Reading the official statement on this, it is clear Watford FC Ltd (Bassini's own holding company) issued notification for removal of ST & DF from Watford Leisure Ltd as directors, rather than these guys stepping down.

This is in clear breach of contract, which puts him in default. Why he did this, is unknown to me.

http://www.watfordfc.com/page/NewsDetail/0,,10400~2818437,00.html?


One other thing I find strange are his comments in the WO

On the duo’s removal, Bassini said: “Now I don’t have to keep contacting them regarding the sale. It makes it easier.

“People are going to say things but I don’t want either of those men to have a black mark against their names. They are great guys." Why would they have a black mark against their names in the first place?

‏@Observer_Owl
We understand Bassini isn't directly involved in #WatfordFC takeover talks but has a representative working on his behalf. So they don't even trust him enough to sit around the negotiation table. How did this man ever pass the "so called" fit & proper persons test?

 

It's unusual for a director in good standing to be removed: they would normally resign.

When he made that comment all seemed well with his sale to the Pozzos, so he would not have wanted either man to have cause to speak out against him.

 

A Director is also an employee of a Company and can effectively be sacked for improper behaviour. I believe this is referred to as his fiduciary duty. The Director is entitled to compensation. This is not uncommon and the Director can still go to a tribunal to claim unfair dismissal.

Shareholder approval is required to dismiss a director. (The directors themselves can remove a director from the position of managing director or chairman — but he or she will still be a director.) The board would therefore need to call a general meeting (see 15). If the director is also an employee of the company, the directors will need to ensure that the dismissal respects his or her employment rights - in particular their notice period under their contract or as specified by law, and their right not to be unfairly dismissed – or they may be entitled to claim compensation for breach of those rights.

In practice, it is more common for directors to be encouraged to resign rather than actively forced out of office. In such circumstances a compromise agreement will often be drawn up, to cover future claims and possibly the departing director's involvement in competing businesses.

 

Unfortunately that is the sort of thing I would lay at GT and JW's door, who were tasked with making sure he was fit and proper themselves! The league and those two I believe should shoulder some blame here.

Agreed! I went to a business networking event just before Baz was announced and GT in a speech spoke of the need to protect the club. Let's face it, Baz was the only game in town although if the price had been made public there may have been others.

 

They voted against the Bassini takeover, despite knowing that it was inevitable. JW was subsequently eased out of the club, while GT has publicly admitted that he didn't want to carry on as chairman but felt obliged to try and make the best of the situation due to his love for the club. What more were they supposed to do?

 

http://news.bbc.co.uk/sport1/hi/football/teams/w/watford/9420900.stm

The statement added that chairman Graham Taylor, chief executive Julian Winter and non-executive director Stuart Timperley believe the offer "merits consideration by Watford Leisure Shareholders".

I certainly never heard that they voted against it and this seems to suggest otherwise!!

As for GT resigning that was stated a long time before hand. He always said it was short term, reaffirmed it when Bas came in before he agreed to Bassinis wishes that he'd stay!

 

That article is a complete misrepresentation, as is just about everything the BBC writes about the club.

From the offer document:

"In light of the value of the Offer representing a substantial discount of 75 per cent and 85.7 per cent to the Company’s prevailing Closing Price on 9 March 2011 and 2 December 2010 respectively, the Independent Directors do not recommend acceptance of the Offer."

That's a direct quote. http://www.watfordleisureplc.com/wp-content/uploads/2011/03/390-02-The-Offer-Document-25.03.11.pdf

I'll paraphrase, but they went on to effectively say that because the takeover was inevitable, financially minded shareholders might nonetheless want to consider the certainty of the offer over the uncertainty of an unknown dominant shareholder controlling a delisted company.

 

Have just skimmed through this thread ,everything NNW has said is spot on , ie no blame to GT or JW ,there was little choice at the time, however they did note their grave concerns on the incoming numpty!
Nice to see you NNW

 

Fair enough NNW!!

 

GT did all he could reasonably do to protect the club and it is totally unacceptable to suggest otherwise. Any blame must surely be directed at the Good Lord and/or his agents when they marketed the club. Only the one valid bid was received yet we now hear that the Pozzos have been interested for some time and according to Bazza 3 more parties are now interested. He also previously stated that he had received offers of around £15m for the club shortly after his acquisition (probably a fabrication like most of his statements). To me this points to the club being badly marketed and the bottom line here is that the Good Lord approved the sale to this individual.

I hope that if and when this deal is concluded GT will tell us what is was like during his reign as Chairman.

 

I think GT has a bit more class than that, he may share his views privately but I seriously doubt he'd come out publicly and dish the dirt.

Sooner this is over the better!

 

Well to be fair GT wasnt afraid to bawl Bassini out in public when he didnt show at the fans forum...

 

GT wouldn't let anything bad happen, would he mummy?

 

some of our fans seem to think he is some sort of Father Christmas/Tooth Fairy/Jesus combo , after all his judgement is far from perfect , look at Geoff Thomas for proof

 

Exactly. Whilst GT is an astute and respected football man with an affection for our club, he's not an omnipotent, omniscient being, manipulating time and space to protect his beloved Watford from the dark forces of the world.

 

and he dumped us for wolves!

 

Nor is he in any way responsible for what Bassini has done.

 

Just like Sir Alex Ferguson dumped Aberdeen for Man Utd!

 

Or in any way relevant to most of what's been going on at the club. Which is why it is frustrating to see him invoked on every other thread.

It's either "something good happened because GT willed it so" or it's "nothing bad will happen because GT will not allow it."

 

And GT's first love football wise is Scun†horpe United not WFC.

 

lets all head for the nearest bridge!!!!!!!!!!!!!!!

 

Are we gonna spit on who's walking below? If it's who I think it is then I'm on my way!

 

I'll grant you that what he has personally done in the last three years or so has probably been exaggerated. And away from Watford, one or two of the things he did in management were distinctly average. Heck, he is probably the main reason Bobby Robson and Terry Venebles are now seen as demigods by some England fans.

But let's stick to what he did on the Watford board.

Clearly we had to sell players and reduce the wage bill. But without an ex-manager on board, would Brendan Rodgers, Malky Mackay and Sean Dyche have had the occasional well-timed pittance to re-invest on players such as Don Cowie, Mike Williamson, Danny Graham and in Dyche's case half a squad? Would closing the academy have been seen as a way of saving £1m a year?

The truth is that we'll never know whether GT was the deciding factor in these decisions. But the input he would undoubtedly have had on the academy was that it is crucial both financially and football-wise (Sean Murray's performances and eventual transfer fee alone should see to that). On the transfer and wage cut side, he would undoubtedly have pointed out that if a manager is going to have his best players sold above his head, he will at the very least need a percentage with which to re-invest in the transfer market, rather than solely relying on free transfers.

 

I'm not questioning what he's done as a manager or a coach, but how much he's actually been involved with football and non-football decision making whilst fulfilling what was seemingly a mostly cermonial role as chairman and one which, it appears, was largely a burden to the man at this stage of life.

 

As a reader rather than a poster during all this takeover stuff can I thank you guys who have debated all the points so fully in an adult manner too, even when there was disagreement! Thanks HB1, I know we mostly disagree but all your posts I found helpful and informative :sign15:
I was veering towards parts of the WST statement to begin with but the arguments presented, now see it to be mostly advantageous, and was worried when all seemed lost yesterday. Drew Italy in the sweepstake at work too, is it fate......

 

To be careful legally, I should state firstly that this is only my guesswork based on the rumours and press coverage that I have read, and I do not claim this all definitely happened.
Piecing together all the statements and rumours over the past few months, this is the only sequence of events that I think fits.
Sometime during the latter part of last year, or early this, an event of default happened under the terms of the Bonds. The bond holders lost faith in Bassini, and to protect their investment decided to declare the bonds immediately repayable and look for buyers. They found the Pozzo’s around February, and the rumour got out. All parties denied it as the situation was very premature, and possibly the bondholder’s right to sell over Bassini’s head had not at that time crystallized.
Things have subsequently gone from bad to worse at the Club, partly because Bassini was fighting for his survival there. He is short of cash; hence delays were made in paying wages and creditors.
The negotiations with the Pozzo’s has been going well, but Bassini is not involved as it is the bond holders are selling under their right to sell due to the event of default. Bassini has therefore been trying to derail it with odd press statements which he hopes will put the Pozzo’s off. I think the recent statements issued by Bassini have all the hallmarks of a “woman scorned”.
If I am right, nobody need take any notice of any further statements by Bassini, it is out of his control. The fact that the club itself has announced that talks are still going well, gives me a great deal of optimism.