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ontd_football(The times are from London, obviously)
9.30am: The fate of Liverpool Football Club is set to be decided in room 16 of the high court today, when the Royal Bank of Scotland seeks to force through the sale of the club to John W Henry and his co-owners of the Boston Red Sox.
The club's future is set to turn on Mr Justice Floyd's interpretation of agreements that RBS insists were signed by the owners Tom Hicks and George Gillett.
Floyd, a contract and intellectual property law specialist, will be called on to decide whether Hicks and Gillett broke a contractual agreement with RBS when they attempted to sack the club's commercial director, Ian Ayre, and chief executive, Christian Purslow.
Martin Broughton, the independent director brought in by RBS as part of its refinancing agreement with Hicks and Gillett, believes that RBS had a binding agreement that gave him sole reponsibility over the board and prevented them interfering in the sale process.
The situation was further complicated yesterday the BBC's Robert Peston revealed a rival bid to that of New England Sports Ventures, whose offer was accepted last week. Singapore billionaire Peter Lim matched New England Sports Venture's £300m offer and also agreed to clear the £200m acquisition debt sitting on the club's balance sheet.
The case may come as early as 10.30am in the High Court, but may come much later in the day, depending upon other business.
9.59am: As so many of you enjoyed it during last week's live blog, here is an open video from Liverpool's celebrity supporters to Tom Hicks and George Gillett. Many of you were particularly impressed by Echo and the Bunnymen's Mac McCulloch's sense of perspective (2 mins 10 secs).
10.00am: There's talk of Liverpool fans donning cowboy gear and getting on down to the High Court today to voice their feelings. So we'll keep a look out for funny outfits.
10.06am: Our sports news correspondent Owen Gibson is down at the high court and sends over these colourful tweets:
"RBS v Hicks won't be the only grudge match here today. Jordan and Peter are two doors down. #LFC"
10.10am: Boston Red Sox owner John W Henry, who isn't directly involved in this court case, but whose move for the club is dependent upon the result, has also been on Twitter:
"Hello LFC supporters!"
"It would be inappropriate and presumptuous at this time to respond to questions. In the interim, we're all rooting for the same thing."
Although, as Owen Gibson replies:
@John_W_Henry takes to Twitter - "we're all rooting for the same thing", he says. Unless your name is T Hicks that is. #LFC
10.31am: The word is that the Liverpool case will be the third to be heard in court 16 this morning. So, of course, when it actually happens is dependent upon how long the preceding cases take. Will find out what those cases are.
Some of the major players in the case (as opposed to players from the pitch) are down at the court hearings: Christian Purslow and Martin Broughton are down there, reports my colleague Sachin Nakrani.
10.45am: The other cases listed for court 16 today:
APPLICATIONS
Exception VAR Ltd v Goff
Drummond v Drummond
Superyachts.com Ltd v Bodington
Wilkinson v North
Lloyds TSB v Williams Gee Yeung Law
Slutsker v Haron Investments
Royal Bank of Scotland PLC v Hicks & ors
10.47am: Reacting to the scheduling revelation that "Royal Bank of Scotland PLC v Hicks & ors", Richard Smith emails: "So we're third on court today are we? This is like waiting for Andy Murray to come out at Wimbledon, there's a familiar feeling of excitement and expectation mixed with the dread of the inevitable disappointment that will surely follow."
10.59am: What do we know about the man who will be making the key decisions, Mr Justice Floyd?
Mr Justice Floyd, or Christopher David Floyd as he was at birth in 1951, was educated at Westminster and Trinity College Cambridge, has three children and lists his interests in Debrett's People of Today as "cycling, walking, tennis, watching cricket, Austin Sevens". The last of those being a type of car. No mention of football. Nor which cricket team he supports.
Owen Gibson says Mr Justice Floyd:
..has presided over a number of high-profile court cases in his time. But it is unlikely that a patent dispute over the copyright to Henry Hoover, a royalties decision in favour of the session violinist who played on the Bluebells hit Young at Heart or a spat over the name of a Stella McCartney perfume will generate nearly as much heat as that seventh on the cause list for court 16.
11.07am: So, when they get to court, and presuming that the case goes ahead, what will be decided and what will then happen? This is Paul Kelso's take on the situation:
Today's RBS action is the first step in a two-stage process that Broughton hopes will allow him to complete the sale to NESV. At the heart of the issue is whether he and his fellow non-owner directors have the right to agree to sell the club despite the objections of their majority shareholders.
Hicks and Gillett attempted to block the sale last week by sacking Christian Purslow and Ian Ayre. Broughton rejected the Americans' intervention and continued to make an agreement with NESV, arguing that the co-owners were in breach of legally binding undertakings they gave to RBS as a condition of the extension of their financing agreement with the bank in April. At that time, according to Broughton and RBS, the Americans agreed that the chairman had the power to appoint the board and that they would not stand in the way of any reasonable sale.
The strength of those undertakings will be tested today by RBS, which, as the recipient of the undertakings, has to bring the case.
RBS was granted an interim injunction last Friday preventing Hicks and Gillett from changing the structure of the club board, and will seek to make that permanent by arguing that the Americans were in breach of contract when they sacked Ayre and Purslow.
In a separate, as-yet-unscheduled hearing Broughton, the Liverpool chairman, is expected to seek a "declaratory judgment" approving the sale, though this may not be necessary if RBS wins its action.
Legal experts said that the case would rest on the relative strength of the contractual assurances given to RBS, set against Hicks and Gillett's rights as shareholders, secured under section 168 of the Companies Act, to constitute the board.
"If the High Court upholds the validity of the RBS undertakings then it is likely to grant an injunction preventing Hicks and Gillett from using their powers to remove directors from the boards of the relevant companies. Ayre and Purslow would then be reappointed to the boards and would be free to approve the sale," said Ian Lynam, a partner specialising in the sports industry at Charles Russell LLP.
11.25am: BREAKING, from our reporter Sachin Nakrani: "Case started. RBS accuse Hicks and Gillett of trying to 'profit from the confusion their actions have caused'."
11.33am: RBS appeal to judge to 'restore a clearly constituted and functioning board' today. 'It cannot wait and it would be wrong for Mr Hicks and Gillett to profit from their tactics.'
No word of Gillett or Hicks putting in an appearance at court.
11.38am: Hicks and Gillett representative admits to breach of contract but feels there is no urge for board to be reconstituted before Friday.
RBS dismisses this as 'absurd' given the company needs to repay £200m to the bank by Friday.
11.48am: Meanwhile Peter Lim has lodged an increased offer for Liverpool FC. Sporting Intelligence website is carrying a statement from the Singapore businessman, saying that £360m has been offered - £320m in cash for the club and its liabilities plus £40m to buy players. The statement says:
The proposal represents a total investment of £360m. The offer values the Club at £320m. A further £40m will be made available to purchase new players.
Like the previous offer tabled by Mr Lim, the new offer is entirely in cash and will remove the entire acquisition debt of £200m taken on by the existing owners that has cast uncertainty over the Club's future.
The new offer also includes a cash investment of £120m. Of this:
£40m cash is to be allotted specifically to fund player purchases during the upcoming transfer window as the immediate priority is to ensure that the squad is strengthened for the remainder of the season.
The balance of £80m will pay off all the Club's bank debt, the fees and interest accruing on the bank debt, and provide additional working capital for the Club.
The offer trumps the £300m offered by New England Sports Ventures - which was accepted last week by Liverpool's chairman, Martin Broughton.
11.55am: Back to court: "RBS reveals that it is clause C3 of the sale agreement with the bank that Hicks and Gillett signed in April 2010 that they have breached in regards to trying to change the board."
12.06pm: Despite his new offer, Lim's chances of buying Liverpool are slim. Lim is only likely to gain control of Liverpool if Hicks loses in court and RBS put the club into administration or NESV choose to pull out. NESV's agreement with the LFC board is legally binding, so a higher bid cannot be accepted. Lim might also try to offer Hicks the funds needed to pay off the debt and take control surreptitiously, although this would seem like a very risky strategy. Lim, by the way, is a Manchester United fan and owns a string of Manchester United themed bars, the Reds cafes, in Asia.
12.34pm: Back to court: "Representative for Hicks and Gillett claims case against them paints 'misleading picture of the issues'. This case is not about, he says, the owners trying to maintain their ownership of the club. They accept reality that their ownership will shortly come to an end. It's also not about owners trying to put spanner in the works regarding a sale. The owners accept that some sort of sale will have to occur. They are not intent on stopping sale to NESV. The owners' issue is that the board did not properly enter into the NESV agreement in that the directors did not properly consider alternative offers and so it is they who are in breach of the terms of the sale agreement with RBS."
12.36pm: Our reporter, Sachin Nakrani, who is stepping outside of court to file updates: H&G's representatives say: "English directors have rushed forward a sale when alternative offers are in existence. Mentions Meriton. Says they were preferred bidders on morning of 5 October. But by the end of the day the board had instead chosen NESV. 'The Meriton offer remains on the table.'"
We will endeavour to find out more about Meriton. This may be another name for the Lim offer.
12.40pm: H&G's represenatitives: "This is not about the owners trying to force Liverpool into administration or another form of insolvency. Claims RBS themselves could force sale through. This dispute then is about maintaining terms of the sale agreement: mainly that all alternative offers are properly considered by the board before an offer is accepted."
12.42pm: Meriton's offer is believed to include repaying all debts and putting £100m towards the new stadium. Meriton were meant to meet Broughton last Thursday to discuss a possible takeover but it was cancelled. Hicks and Gillett's representative wants to know why this meeting was cancelled. Meriton remains interested in buying Liverpool.
12.56pm: Back to court, H&G's representatives: "Claims there was no meeting of the Kop Holdings board to discuss NESV deal and this should have happened. 'This was a matter for the Kop Holdings board and the entire board.' (ie it should have included Hicks and Gillett) Claims that this in itself is a breach of the sales agreement "
12.57pm: From court: "Owners have no idea what happened after 4.30pm on 5 October, according to their rep, and were not kept informed by the board thereafter."
12.59pm: H&G's representative in court: "Claims Meriton wrote letter to Hicks and Gillett on Friday evening asking 'what was going on' regarding their takeover bid."
1.05pm: H&G's representative in court: "Meriton believe their bid is the 'preferred' one of the board and is 'superior' to that of NESV."
Sachin Nakrani, adds: "Meriton is a separate bid to Mill Financial, possibly, though unclear, the Singapore businessman, Petrer Lim."
1.07pm: And the court has broken for lunch....
1.08pm: The hearing will resume at 2pm.
1.10pm: Over lunch we will try to analyze what has been argued this morning. And clear up who is actually bidding for Liverpool Football Club.
Contrary to earlier impressions, it would seem that Meriton and Mill Financial are not the same bidder. It is believed that Peter Lim and Meriton are, in fact, the same bidder. I have amended earlier copy to reflect this.
Mill Financial are understood to still be involved, but it is unclear in what capacity.
1.45pm: I've just had a quick chat with Owen Gibson, grabbing some lunch down at court, he says the essence of the court case this morning:
RBS: it is an open and shut case, that Broughton is empowered to make the decision. H&G were wrong to try to sack the board members.
Hicks and Gillett: there are three rival offers on the table - NESV, Meriton (Lim) and Mill Financial - and the board should compare these rival offers. A decision should not be rushed because all these offers should be considered.
1.57pm: Paul Girolami QC, who is representing H&G, said his clients "were not trying to throw a spanner in the works" of the proposed sale deal. He argued there had been other offers for the club which potentially were better than the one from NESV. Opposing an immediate injunction, he said all the issues involved needed more time to determine and "should not be rushed into".
Girolami's conclusion: "What has happened is that the English directors have gone forward with the NESV bid without properly considering alternatives when those alternatives at least appear to give better prospects."
1.59pm They're about to return from lunch. There will be more evidence, I think, and then we will find out whether the judge intends to make a decision today or whether it will be further delayed.
2.05pm: While we wait for this afternoon's updates from my colleagues down at court, who are the three bidders that H&G say should be considered:
NESV
Lawrence Donegan wrote this profile: "John W Henry: Soya bean trader who transformed a team of has-beens." (The Boston Red Sox).
Meriton
The group name for a bid from Singapore-based businessman Peter Lim. Lim owns a string of Manchester United-themed bars in Asia called Reds cafes. In 2007 Forbes said he was the 7th richest man in Singapore.
Mill Financial
A US hedge fund which now owns 50% of George Gillett's stake in Liverpool FC after he defaulted on a £75m loan which had been given to refinance the club in 2008.
2.15pm: Back to the High Court: G&H claim the board meeting last Tuesday broke down when they US owners refused to continue "after a conversation with the chairman during the adjournment". They claim that the remaining three directors, Broughton, Purslow and Ayre formed a 'sub committee' which then considered the bids and after discussions with RBS decided to go with NESV.
2.18pm: From the court: H&G argue: "Resolution of the sub-committee is invalid because the English directors were in breach of the sales contract with RBS."
2.23pm: Hicks has written a letter to the court: He says that he and Gillett feel they "had become excluded from the sales process by the board".
2.32pm: From Sachin Nakranioutside court: Hicks claims that the sub-committee became so ingrained that the directors started to refer to it as the "home team" in emails between themselves. One of which was accidentally sent to the owners at start of last week. Hicks claims that he only breached sales agreement by trying to oust two board members because the sub committee was a breach of the sales agreement in itself.
2.38pm: Much discussion about Mill Financial: my understanding is that, via its lawyers, Mill Financial approached Liverpool recently but were told "the club had already been sold". It has been suggested (by Tom Stewart via email) that "Mill Financial is owned by US Billionaire Dwight Schar, Chairman of NVR and Co-Owner of the NFL Washington Redskins". Checking that out...
2.46pm: From court: G&H QC dismisses Friday's deadline and says that instead the owners and RBS are "locked into an agreement" until 1 November.
WHAT THE FUCK DOES THIS EVEN MEAN!?!?!?!
2.57pm: Lord Grabiner QC is now speaking on behalf of the Liverpool board. He tells the court the two alternative offers for the club are "besides the mark" as it is the role of the board to find a buyer, so if they decide to go for NESV then so be it.
3.01pm: Lord Grabiner QC for the Liverpool board: If H&G have accepted they must sell the club and simply want it done in the right way (as they QC said they have) then why are they not merely claiming for damages instead of trying to hold on to a "unique asset" (ie Liverpool FC).
3.08pm: In Hicks's letter/witness statement to the court he writes that during telephone meeting the board had at the start of last week (the one which broke down at adjournment), Hicks Jr was involved. Lord Grabiner questions why this happened as "Hicks Minor" is not on the board.
3.28pm: Lord Grabiner says correspondence between board and owner prove that H&G knew of the meeting on 5 October and instead they simply refused to turn up and not, as their QC says, that they were excluded from it by the "sub-committee".
Lord Grabiner describes the owners as "slippery" because they wanted a one week adjournment to that meeting knowing full well that NESV's deadline for their offer to expired on 5 October.
Also, Hicks had a lawyer, Bruce Toth, listening to that meeting via telephone as an observer, destroying their argument that they were excluded from that crucial meeting. (!!!! OOOH SNAP)
3.43pm: While we wait for another court update, I'm being asked why Lord Grabiner is being allowed to speak for the board of the football club, given that this case is RBS v H&G. The short answer is that I don't know for certain and I will ask my colleagues when they come out of court. The slightly longer answer is that I suspect that the judge has decided that he cannot possibly rule on this without the input of the subject at the heart of the case. Whether this is a good sign for RBS/H&G/Liverpool is another of those million dollar questions...
Also, I am receiving a lot of emails and tweets from America. Thanks for those. There is clearly much interest among Red Sox fans/H&G doubters/Liverpudlians abroad/Scouse supporters etc etc. Thank you for all your messages. I'm sorry I'm having trouble responding to them all. Anyway, enough from me, you want to know what is going on in court....
3.48pm: Back to court: Lord Grabiner on the "home team" claim: He says it was the name of the conference line used by the board to listen to bids via telephone during meetings. Bidders had their own line and it was to make sure that they couldn't accidentally hear each other.
3.52pm: Broughton's QC says: 130 parties were approached by the board in regards to takeover. "It was a thorough and well thought through process".
He adds that the Meriton offer only came in once they seen the bid by NESV. Meriton's original bid was "significantly less" than NESV.
He also says that Mill Financial wanted exclusivity, which was prohibited under the rules of the RBS agreement.
4.04pm: JUDGE SAYS IT WOULD BE A "LITTLE AMBITIOUS" FOR THE CASE TO BE SETTLED BY FRIDAY. (In reply to Broughton's QC saying board would desperately like a verdict by then).
4.25pm:QC for RBS says bank has been willing to wave "tens of millions of pounds in fees" to see a sale go through. Also dismisses G&H claim that there is no actual 15 October deadline with the Bank as part of their "game".
4.27pm: RBS QC: "RBS is a lender that deserves to be repaid £200m on Friday. It is wrong of Hicks and Gillett to try and delay that process."
4.30pm:While we wait for the next update from court, what does it mean if the court doesn't make its decision today, or indeed, this week (as seems distinctly possible given Mr Justice Floyd's recent comment)? Reuters says this:
If the Oct. 15 deadline for a refinancing of Liverpool's debt is missed, lawyers believe RBS could take control of the club and conduct the sale itself.
That could result in the holding company of the five-times European champions briefly being put into administration, which would result in the points deduction under Premier League rules.
4.34pm: Our reporter on the spot, Sachin Nakrani summarises from court:
RBS says owners have contradicted rules of sales agreement by trying to oust two members of the board and there should be a mandatory injunction imposed by the court to make sure the board is reinstated.
G&H admit they have breached sales agreement but say they only did it because the board excluded them from the sales agreement and refused to take into account stronger alternative bids to NESV. As a result, they dispute the injunction claim.
The Board disputes the claim that the owners were excluded from the sales agreement and says that instead the owners simply refused to take part. It also insists the NESV bid was the strongest on the table after a thorough process to find a buyer for the club.
4.48pm: JUDGEMENT ON THE CASE IS TO BE GIVEN AT 10.30AM TOMORROW (WEDNESDAY) MORNING
THIS IS MR. JUSTICE FLOYD. PLZ HELP US.
5.15pm: As John Riordan has just emailed: "If judge says it would be a "little ambitious" for the case to be settled by Friday - why is there to be a judgement at 10.30am tomorrow?"
Perhaps the Judge has taken on board the RBS/board view that the decision must be made immediately? Although there is no guarantee that there will be a definitive judgement at 10.30am tomorrow (Wednesday)
5.22pm: My colleague Sachin Nakrani down at the High Court says that there have been supporters outside the High Court chanting and an enormous media scrum. He says courtroom 16 has been packed all day, so busy that many journalists have been lining the walls. There were a few noticeable Liverpool supporters and at one stage the room was so full that some people were standing outside the main door leaning in to listen.
The BBC's Dan Roan tweeted this picture of the scene outside the High Court:
SOURCE
HEY. HICKS AND GILLETT. GET. THE. FUCK. OUT.
9.30am: The fate of Liverpool Football Club is set to be decided in room 16 of the high court today, when the Royal Bank of Scotland seeks to force through the sale of the club to John W Henry and his co-owners of the Boston Red Sox.
The club's future is set to turn on Mr Justice Floyd's interpretation of agreements that RBS insists were signed by the owners Tom Hicks and George Gillett.
Floyd, a contract and intellectual property law specialist, will be called on to decide whether Hicks and Gillett broke a contractual agreement with RBS when they attempted to sack the club's commercial director, Ian Ayre, and chief executive, Christian Purslow.
Martin Broughton, the independent director brought in by RBS as part of its refinancing agreement with Hicks and Gillett, believes that RBS had a binding agreement that gave him sole reponsibility over the board and prevented them interfering in the sale process.
The situation was further complicated yesterday the BBC's Robert Peston revealed a rival bid to that of New England Sports Ventures, whose offer was accepted last week. Singapore billionaire Peter Lim matched New England Sports Venture's £300m offer and also agreed to clear the £200m acquisition debt sitting on the club's balance sheet.
The case may come as early as 10.30am in the High Court, but may come much later in the day, depending upon other business.
9.59am: As so many of you enjoyed it during last week's live blog, here is an open video from Liverpool's celebrity supporters to Tom Hicks and George Gillett. Many of you were particularly impressed by Echo and the Bunnymen's Mac McCulloch's sense of perspective (2 mins 10 secs).
10.00am: There's talk of Liverpool fans donning cowboy gear and getting on down to the High Court today to voice their feelings. So we'll keep a look out for funny outfits.
10.06am: Our sports news correspondent Owen Gibson is down at the high court and sends over these colourful tweets:
"RBS v Hicks won't be the only grudge match here today. Jordan and Peter are two doors down. #LFC"
10.10am: Boston Red Sox owner John W Henry, who isn't directly involved in this court case, but whose move for the club is dependent upon the result, has also been on Twitter:
"Hello LFC supporters!"
"It would be inappropriate and presumptuous at this time to respond to questions. In the interim, we're all rooting for the same thing."
Although, as Owen Gibson replies:
@John_W_Henry takes to Twitter - "we're all rooting for the same thing", he says. Unless your name is T Hicks that is. #LFC
10.31am: The word is that the Liverpool case will be the third to be heard in court 16 this morning. So, of course, when it actually happens is dependent upon how long the preceding cases take. Will find out what those cases are.
Some of the major players in the case (as opposed to players from the pitch) are down at the court hearings: Christian Purslow and Martin Broughton are down there, reports my colleague Sachin Nakrani.
10.45am: The other cases listed for court 16 today:
APPLICATIONS
Exception VAR Ltd v Goff
Drummond v Drummond
Superyachts.com Ltd v Bodington
Wilkinson v North
Lloyds TSB v Williams Gee Yeung Law
Slutsker v Haron Investments
Royal Bank of Scotland PLC v Hicks & ors
10.47am: Reacting to the scheduling revelation that "Royal Bank of Scotland PLC v Hicks & ors", Richard Smith emails: "So we're third on court today are we? This is like waiting for Andy Murray to come out at Wimbledon, there's a familiar feeling of excitement and expectation mixed with the dread of the inevitable disappointment that will surely follow."
10.59am: What do we know about the man who will be making the key decisions, Mr Justice Floyd?
Mr Justice Floyd, or Christopher David Floyd as he was at birth in 1951, was educated at Westminster and Trinity College Cambridge, has three children and lists his interests in Debrett's People of Today as "cycling, walking, tennis, watching cricket, Austin Sevens". The last of those being a type of car. No mention of football. Nor which cricket team he supports.
Owen Gibson says Mr Justice Floyd:
..has presided over a number of high-profile court cases in his time. But it is unlikely that a patent dispute over the copyright to Henry Hoover, a royalties decision in favour of the session violinist who played on the Bluebells hit Young at Heart or a spat over the name of a Stella McCartney perfume will generate nearly as much heat as that seventh on the cause list for court 16.
11.07am: So, when they get to court, and presuming that the case goes ahead, what will be decided and what will then happen? This is Paul Kelso's take on the situation:
Today's RBS action is the first step in a two-stage process that Broughton hopes will allow him to complete the sale to NESV. At the heart of the issue is whether he and his fellow non-owner directors have the right to agree to sell the club despite the objections of their majority shareholders.
Hicks and Gillett attempted to block the sale last week by sacking Christian Purslow and Ian Ayre. Broughton rejected the Americans' intervention and continued to make an agreement with NESV, arguing that the co-owners were in breach of legally binding undertakings they gave to RBS as a condition of the extension of their financing agreement with the bank in April. At that time, according to Broughton and RBS, the Americans agreed that the chairman had the power to appoint the board and that they would not stand in the way of any reasonable sale.
The strength of those undertakings will be tested today by RBS, which, as the recipient of the undertakings, has to bring the case.
RBS was granted an interim injunction last Friday preventing Hicks and Gillett from changing the structure of the club board, and will seek to make that permanent by arguing that the Americans were in breach of contract when they sacked Ayre and Purslow.
In a separate, as-yet-unscheduled hearing Broughton, the Liverpool chairman, is expected to seek a "declaratory judgment" approving the sale, though this may not be necessary if RBS wins its action.
Legal experts said that the case would rest on the relative strength of the contractual assurances given to RBS, set against Hicks and Gillett's rights as shareholders, secured under section 168 of the Companies Act, to constitute the board.
"If the High Court upholds the validity of the RBS undertakings then it is likely to grant an injunction preventing Hicks and Gillett from using their powers to remove directors from the boards of the relevant companies. Ayre and Purslow would then be reappointed to the boards and would be free to approve the sale," said Ian Lynam, a partner specialising in the sports industry at Charles Russell LLP.
11.25am: BREAKING, from our reporter Sachin Nakrani: "Case started. RBS accuse Hicks and Gillett of trying to 'profit from the confusion their actions have caused'."
11.33am: RBS appeal to judge to 'restore a clearly constituted and functioning board' today. 'It cannot wait and it would be wrong for Mr Hicks and Gillett to profit from their tactics.'
No word of Gillett or Hicks putting in an appearance at court.
11.38am: Hicks and Gillett representative admits to breach of contract but feels there is no urge for board to be reconstituted before Friday.
RBS dismisses this as 'absurd' given the company needs to repay £200m to the bank by Friday.
11.48am: Meanwhile Peter Lim has lodged an increased offer for Liverpool FC. Sporting Intelligence website is carrying a statement from the Singapore businessman, saying that £360m has been offered - £320m in cash for the club and its liabilities plus £40m to buy players. The statement says:
The proposal represents a total investment of £360m. The offer values the Club at £320m. A further £40m will be made available to purchase new players.
Like the previous offer tabled by Mr Lim, the new offer is entirely in cash and will remove the entire acquisition debt of £200m taken on by the existing owners that has cast uncertainty over the Club's future.
The new offer also includes a cash investment of £120m. Of this:
£40m cash is to be allotted specifically to fund player purchases during the upcoming transfer window as the immediate priority is to ensure that the squad is strengthened for the remainder of the season.
The balance of £80m will pay off all the Club's bank debt, the fees and interest accruing on the bank debt, and provide additional working capital for the Club.
The offer trumps the £300m offered by New England Sports Ventures - which was accepted last week by Liverpool's chairman, Martin Broughton.
11.55am: Back to court: "RBS reveals that it is clause C3 of the sale agreement with the bank that Hicks and Gillett signed in April 2010 that they have breached in regards to trying to change the board."
12.06pm: Despite his new offer, Lim's chances of buying Liverpool are slim. Lim is only likely to gain control of Liverpool if Hicks loses in court and RBS put the club into administration or NESV choose to pull out. NESV's agreement with the LFC board is legally binding, so a higher bid cannot be accepted. Lim might also try to offer Hicks the funds needed to pay off the debt and take control surreptitiously, although this would seem like a very risky strategy. Lim, by the way, is a Manchester United fan and owns a string of Manchester United themed bars, the Reds cafes, in Asia.
12.34pm: Back to court: "Representative for Hicks and Gillett claims case against them paints 'misleading picture of the issues'. This case is not about, he says, the owners trying to maintain their ownership of the club. They accept reality that their ownership will shortly come to an end. It's also not about owners trying to put spanner in the works regarding a sale. The owners accept that some sort of sale will have to occur. They are not intent on stopping sale to NESV. The owners' issue is that the board did not properly enter into the NESV agreement in that the directors did not properly consider alternative offers and so it is they who are in breach of the terms of the sale agreement with RBS."
12.36pm: Our reporter, Sachin Nakrani, who is stepping outside of court to file updates: H&G's representatives say: "English directors have rushed forward a sale when alternative offers are in existence. Mentions Meriton. Says they were preferred bidders on morning of 5 October. But by the end of the day the board had instead chosen NESV. 'The Meriton offer remains on the table.'"
We will endeavour to find out more about Meriton. This may be another name for the Lim offer.
12.40pm: H&G's represenatitives: "This is not about the owners trying to force Liverpool into administration or another form of insolvency. Claims RBS themselves could force sale through. This dispute then is about maintaining terms of the sale agreement: mainly that all alternative offers are properly considered by the board before an offer is accepted."
12.42pm: Meriton's offer is believed to include repaying all debts and putting £100m towards the new stadium. Meriton were meant to meet Broughton last Thursday to discuss a possible takeover but it was cancelled. Hicks and Gillett's representative wants to know why this meeting was cancelled. Meriton remains interested in buying Liverpool.
12.56pm: Back to court, H&G's representatives: "Claims there was no meeting of the Kop Holdings board to discuss NESV deal and this should have happened. 'This was a matter for the Kop Holdings board and the entire board.' (ie it should have included Hicks and Gillett) Claims that this in itself is a breach of the sales agreement "
12.57pm: From court: "Owners have no idea what happened after 4.30pm on 5 October, according to their rep, and were not kept informed by the board thereafter."
12.59pm: H&G's representative in court: "Claims Meriton wrote letter to Hicks and Gillett on Friday evening asking 'what was going on' regarding their takeover bid."
1.05pm: H&G's representative in court: "Meriton believe their bid is the 'preferred' one of the board and is 'superior' to that of NESV."
Sachin Nakrani, adds: "Meriton is a separate bid to Mill Financial, possibly, though unclear, the Singapore businessman, Petrer Lim."
1.07pm: And the court has broken for lunch....
1.08pm: The hearing will resume at 2pm.
1.10pm: Over lunch we will try to analyze what has been argued this morning. And clear up who is actually bidding for Liverpool Football Club.
Contrary to earlier impressions, it would seem that Meriton and Mill Financial are not the same bidder. It is believed that Peter Lim and Meriton are, in fact, the same bidder. I have amended earlier copy to reflect this.
Mill Financial are understood to still be involved, but it is unclear in what capacity.
1.45pm: I've just had a quick chat with Owen Gibson, grabbing some lunch down at court, he says the essence of the court case this morning:
RBS: it is an open and shut case, that Broughton is empowered to make the decision. H&G were wrong to try to sack the board members.
Hicks and Gillett: there are three rival offers on the table - NESV, Meriton (Lim) and Mill Financial - and the board should compare these rival offers. A decision should not be rushed because all these offers should be considered.
1.57pm: Paul Girolami QC, who is representing H&G, said his clients "were not trying to throw a spanner in the works" of the proposed sale deal. He argued there had been other offers for the club which potentially were better than the one from NESV. Opposing an immediate injunction, he said all the issues involved needed more time to determine and "should not be rushed into".
Girolami's conclusion: "What has happened is that the English directors have gone forward with the NESV bid without properly considering alternatives when those alternatives at least appear to give better prospects."
1.59pm They're about to return from lunch. There will be more evidence, I think, and then we will find out whether the judge intends to make a decision today or whether it will be further delayed.
2.05pm: While we wait for this afternoon's updates from my colleagues down at court, who are the three bidders that H&G say should be considered:
NESV
Lawrence Donegan wrote this profile: "John W Henry: Soya bean trader who transformed a team of has-beens." (The Boston Red Sox).
Meriton
The group name for a bid from Singapore-based businessman Peter Lim. Lim owns a string of Manchester United-themed bars in Asia called Reds cafes. In 2007 Forbes said he was the 7th richest man in Singapore.
Mill Financial
A US hedge fund which now owns 50% of George Gillett's stake in Liverpool FC after he defaulted on a £75m loan which had been given to refinance the club in 2008.
2.15pm: Back to the High Court: G&H claim the board meeting last Tuesday broke down when they US owners refused to continue "after a conversation with the chairman during the adjournment". They claim that the remaining three directors, Broughton, Purslow and Ayre formed a 'sub committee' which then considered the bids and after discussions with RBS decided to go with NESV.
2.18pm: From the court: H&G argue: "Resolution of the sub-committee is invalid because the English directors were in breach of the sales contract with RBS."
2.23pm: Hicks has written a letter to the court: He says that he and Gillett feel they "had become excluded from the sales process by the board".
2.32pm: From Sachin Nakranioutside court: Hicks claims that the sub-committee became so ingrained that the directors started to refer to it as the "home team" in emails between themselves. One of which was accidentally sent to the owners at start of last week. Hicks claims that he only breached sales agreement by trying to oust two board members because the sub committee was a breach of the sales agreement in itself.
2.38pm: Much discussion about Mill Financial: my understanding is that, via its lawyers, Mill Financial approached Liverpool recently but were told "the club had already been sold". It has been suggested (by Tom Stewart via email) that "Mill Financial is owned by US Billionaire Dwight Schar, Chairman of NVR and Co-Owner of the NFL Washington Redskins". Checking that out...
2.46pm: From court: G&H QC dismisses Friday's deadline and says that instead the owners and RBS are "locked into an agreement" until 1 November.
WHAT THE FUCK DOES THIS EVEN MEAN!?!?!?!
2.57pm: Lord Grabiner QC is now speaking on behalf of the Liverpool board. He tells the court the two alternative offers for the club are "besides the mark" as it is the role of the board to find a buyer, so if they decide to go for NESV then so be it.
3.01pm: Lord Grabiner QC for the Liverpool board: If H&G have accepted they must sell the club and simply want it done in the right way (as they QC said they have) then why are they not merely claiming for damages instead of trying to hold on to a "unique asset" (ie Liverpool FC).
3.08pm: In Hicks's letter/witness statement to the court he writes that during telephone meeting the board had at the start of last week (the one which broke down at adjournment), Hicks Jr was involved. Lord Grabiner questions why this happened as "Hicks Minor" is not on the board.
3.28pm: Lord Grabiner says correspondence between board and owner prove that H&G knew of the meeting on 5 October and instead they simply refused to turn up and not, as their QC says, that they were excluded from it by the "sub-committee".
Lord Grabiner describes the owners as "slippery" because they wanted a one week adjournment to that meeting knowing full well that NESV's deadline for their offer to expired on 5 October.
Also, Hicks had a lawyer, Bruce Toth, listening to that meeting via telephone as an observer, destroying their argument that they were excluded from that crucial meeting. (!!!! OOOH SNAP)
3.43pm: While we wait for another court update, I'm being asked why Lord Grabiner is being allowed to speak for the board of the football club, given that this case is RBS v H&G. The short answer is that I don't know for certain and I will ask my colleagues when they come out of court. The slightly longer answer is that I suspect that the judge has decided that he cannot possibly rule on this without the input of the subject at the heart of the case. Whether this is a good sign for RBS/H&G/Liverpool is another of those million dollar questions...
Also, I am receiving a lot of emails and tweets from America. Thanks for those. There is clearly much interest among Red Sox fans/H&G doubters/Liverpudlians abroad/Scouse supporters etc etc. Thank you for all your messages. I'm sorry I'm having trouble responding to them all. Anyway, enough from me, you want to know what is going on in court....
3.48pm: Back to court: Lord Grabiner on the "home team" claim: He says it was the name of the conference line used by the board to listen to bids via telephone during meetings. Bidders had their own line and it was to make sure that they couldn't accidentally hear each other.
3.52pm: Broughton's QC says: 130 parties were approached by the board in regards to takeover. "It was a thorough and well thought through process".
He adds that the Meriton offer only came in once they seen the bid by NESV. Meriton's original bid was "significantly less" than NESV.
He also says that Mill Financial wanted exclusivity, which was prohibited under the rules of the RBS agreement.
4.04pm: JUDGE SAYS IT WOULD BE A "LITTLE AMBITIOUS" FOR THE CASE TO BE SETTLED BY FRIDAY. (In reply to Broughton's QC saying board would desperately like a verdict by then).
4.25pm:QC for RBS says bank has been willing to wave "tens of millions of pounds in fees" to see a sale go through. Also dismisses G&H claim that there is no actual 15 October deadline with the Bank as part of their "game".
4.27pm: RBS QC: "RBS is a lender that deserves to be repaid £200m on Friday. It is wrong of Hicks and Gillett to try and delay that process."
4.30pm:While we wait for the next update from court, what does it mean if the court doesn't make its decision today, or indeed, this week (as seems distinctly possible given Mr Justice Floyd's recent comment)? Reuters says this:
If the Oct. 15 deadline for a refinancing of Liverpool's debt is missed, lawyers believe RBS could take control of the club and conduct the sale itself.
That could result in the holding company of the five-times European champions briefly being put into administration, which would result in the points deduction under Premier League rules.
4.34pm: Our reporter on the spot, Sachin Nakrani summarises from court:
RBS says owners have contradicted rules of sales agreement by trying to oust two members of the board and there should be a mandatory injunction imposed by the court to make sure the board is reinstated.
G&H admit they have breached sales agreement but say they only did it because the board excluded them from the sales agreement and refused to take into account stronger alternative bids to NESV. As a result, they dispute the injunction claim.
The Board disputes the claim that the owners were excluded from the sales agreement and says that instead the owners simply refused to take part. It also insists the NESV bid was the strongest on the table after a thorough process to find a buyer for the club.
4.48pm: JUDGEMENT ON THE CASE IS TO BE GIVEN AT 10.30AM TOMORROW (WEDNESDAY) MORNING
THIS IS MR. JUSTICE FLOYD. PLZ HELP US.
5.15pm: As John Riordan has just emailed: "If judge says it would be a "little ambitious" for the case to be settled by Friday - why is there to be a judgement at 10.30am tomorrow?"
Perhaps the Judge has taken on board the RBS/board view that the decision must be made immediately? Although there is no guarantee that there will be a definitive judgement at 10.30am tomorrow (Wednesday)
5.22pm: My colleague Sachin Nakrani down at the High Court says that there have been supporters outside the High Court chanting and an enormous media scrum. He says courtroom 16 has been packed all day, so busy that many journalists have been lining the walls. There were a few noticeable Liverpool supporters and at one stage the room was so full that some people were standing outside the main door leaning in to listen.
The BBC's Dan Roan tweeted this picture of the scene outside the High Court:
SOURCE
HEY. HICKS AND GILLETT. GET. THE. FUCK. OUT.
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Date: 2010-10-12 03:49 pm (UTC)