QUEEN'S BENCH DIVISION
BIRMINGHAM DISTRICT REGISTRY
Strand, London, WC2A 2LL
B e f o r e :
| (1) Marilyn Freda Knatchbull-Hugessen
(2) Paul Michael Harris
(3) Rowley Thomas Edward Higgs
(4) Emily Lucy Barlow
(As Trustees of the
ALAN EDWARDS HIGGS CHARITY)
|- and -
|SISU Capital Limited
Rhodri Thompson QC & Christopher Brown for the Defendants
Hearing dates: 1-3 April 2014
Crown Copyright ©
Mr Justice Leggatt :
"In the event that SISU withdraws its offer to purchase the shares, or the Charity withdraws from negotiations as a result of SISU seeking a reduction in the purchase price or seeking unreasonable terms, or the Conditions Precedent cannot be met ('Aborted Transaction'), SISU agrees to underwrite and be responsible for all the Charity's reasonable costs and expenses … incurred up to the point of a transaction with Clydesdale Bank plc to a maximum of £29,000."
"Now, when we started the due diligence, ie we got into the numbers and we drilled down, we realised the business was nothing short of appalling, so actually there is no real business there. Half of something very small is very, very small and if you think the football club is struggling, I will tell you ACL is likely struggling and this is the point: two turkeys don't an eagle make. We would not strap ourselves to an ailing business and that is why we have to create our own."
"The Trustees have seen no progress towards a transaction with SISU. For the transaction to move forward, you will recall, there was work needed to provide better security for any annuity stream that might be agreed. The Trustees have seen no evidence that any thought has been given to this fundamental matter. Had they had any proposal to overcome this hurdle, they would now consider an extension of the period of exclusivity. The Trustees wish to remain open to other approaches, should they be made, as there is little evidence that the period of exclusivity has been used to any effect."
"Did you respond to Coventry City Council re the debt? What is your game plan, as any deal is looking increasingly fragile unless structure is revisited?"
"It is also important to recognise that the Charity will not dispose of its shareholding without a bulletproof guarantee. Therefore, unless this is a 100 per cent cash transaction, the deal is unlikely to progress."
"I was clear that you would sit on the position if the price was not right. Equally, Joy is clear that although equity is worth zero, there is a price to pay. Horse trading now."
"The negotiations ceased by mutual consent or acquiescence as a result of a number of irreconcilable differences."