19/12/2003 Joint venture agreement between CCC & AEHC setting out their relationship in the ownership of ACL

27/02/2012 T Fisher notes of meeting that week CCC AEHC & CCFC
06/03/2012 Meeting CCFC, SISU, CCCC & AEHC – discussions of “road map” to deal
09/03/2012 Email from PWKH questioning the “roadmap” suggested. SISU rebuked for Chartered Surveyor acting for them approaching Yorkshire bank without permission of ACL 
19/03/2012 ARVO Master Fund take a mortgage charge over all of the assets of CCFC Ltd and CCFC H Ltd. 
28/03/2012 Meeting CCFC, SISU, CCCC & AEHC plus Seppala and ARVO Seppala states “if no progress then club to file for insolvency” C West to speak to colleagues before agreeing next step and joint approach to Yorkshire Bank
28/03/2012 AEHC Trustees meeting minutes “There was concern that the current business plan of [ACL] assumed full rental payment by the Club. The current CEO’s recovery plan was regarded as flawed.”
28/03/2012 statement at meeting by Seppala "If you can't do a stadium deal, SISU is finished funding the football club. JS noted also the full purchase of the debt could be done by SISU or split 50/50 with the council as they wished."
02/04/2012 CCFC Ltd ceases to pay rent under the terms of the lease & licence
19/04/2012 M Reeves notes to Council meeting – re common purpose CCC, AEHC, SISU. “status quo is unacceptable” regarding how Arena set up “the only viable pathway in the future is to link the football club to the operating environment and hence any relevant revenue flows of the Ricoh Arena” And “Council asked JVS if it will fund from May to July. JVS said only if do the YB deal. Doesn't need to be fully completed, but do need to know they'll do a deal. JVS noted it doesn't need permission from ACL to speak to YB, but is discussing out of courtesy."
15/05/2012 First draft of indicative terms sheet (ITS) to purchase Charity shares between AEHC & SISU
18/05/2012 Due diligence process formally started
22/05/2012 First draft of ITS rejected by AEHC
23/05/2012 L Deering due diligence concerns expressed to P Harris (AEHC)
11/06/2012 Revised ITS prepared by SISU
14/06/2012 Further revised ITS prepared by AEHC with costs provision
15/06/2012 email Seppala to Fisher agreeing latest ITS
19/06/2012 Indicative term sheet agreed between AEHC & SISU terms included £1.5m in cash plus preferred equity of £4m repayable over 10 year, dependent on agreement between SISU & Bank, approval by AEHC Trustee, approval by Charity Commission, approval by CCC. There was a 6 week exclusivity period. Offer non binding and subject to due diligence
19/06/2012 Report by Price Waterhouse Coopers on ACL valuation
30/06/2012 Original anticipated deadline for deal (from Fisher email)
09/07/2012 Email P Harris (AEHC) asking SISU what progress had been made. Email from Harris to West (CCC) asking what progress made
17/07/2012 AEHC Trustees meeting minutes “SISU had failed to present any satisfactory security” Confirmed exclusivity to expire 31/07/12. 
24/07/2012 meeting between SISU, CCC, ACL, to discuss discharge of ACL debt
30/07/2012 Memorandum from PWKH to Trustees AEHC – outlines position and suggests the AEHC “get out of jail card” would be selling the Charity shares to CCC if no deal can be reached with SISU
31/07/2012 Exclusivity period between Charity & SISU ends and is not extended. 
02/08/2012 Heads of terms sheet between CCC & SISU. SISU to buy & fully discharge bank debt. SISU had already signed heads of Terms with AEG to run the Ricoh. CCC to approve the sale of the Charity shares to SISU and to extend the ACL lease to 125 years
07/08/2012 Email PWKH to SISU saying that as exclusivity over and no progress on security that the Charity now wish to be open to offers from other parties
12/08/2012 Email from P Harris 
13/08/2012 ACL obtain legal judgement against CCFC Ltd for non payment of rent (undefended)
10 to 14/08/2012 Email exchanges C West (CCC) and L Deering (SISU) regarding restructuring of CCFC and ACL plus interim rent deal
10/08/2012 Email suggesting that SISU & CCC buy out the Yorkshire Bank Loan
14/08/2012 Proposition for SISU & CCC to buy out loan jointly rejected by C West 
15/08/2012 Report by C West for CCC – the “August Report” Suggests working on a deal without SISU involvement in parallel with working on SISU deal. CCC & Charity to approach Yorkshire Bank without SISU, paint picture of financial problems at ACL. It is ACL’s loan and up to ACL how dealt with. Action is likely to be seen as hostile by SISU. Bank is unlikely to do deal at £2m to £5m as suggested by SISU. Club could go in to liquidation but hoped to persuade SISU to sell the Club. Price negotiated for the Charity shares was in his opinion above actual value

“CCC should unilaterally buy out the loan and then refinance the YB loan to ACL, but with the support and agreement of Higgs as ourpartner... in parallel I believe that we need to put together some thinking about how the Council and Higgs Charity jointly should approach Yorkshire Bank. We will need to paint a picture of significant potential woe for the future of ACL. The lack of a rent agreement
and the Court judgement against the Football Club will of course be of significant help here.”

“Having done this deal with the Yorkshire Bank, it is possible that SISU will put the Club straight into liquidation. Alternatively, we may be able to persuade them to put the Club on the market, or that we
would be prepared to go along with something like the original deal, “.

“the price Higgs have negotiated [with SISU] is very significantly above the market value
and that even after the restructure I am proposing”

"In parallel, my proposal is that we continue to discuss the main deal with SISU, to keep communication open with them. This is going to mean further release of information about ACL under due diligence and they will certainly want to come and talk to Daniel/John Streets, to get some deeper understanding of operations... The alternative is to continue a standoff with SISU – I think this will be difficult to maintain and in any case we may need a fallback position should our attempts to approach the Bank fall through (although if we can’t do the YB at a relatively high price SISU’s chances of a much lower price have got to be questioned).”

16/08/2012 Email from West to PWKH setting out proposed alternative way forward. Includes proposal for CCC to buy out the loan
17/08/2012 Email from Rowley Higgs (trustee) Charity rejects suggestion ACL could purchase CCFC
17/08/2012 AEHC & CCC agree joint approach to Yorkshire Bank re Loan
20/08/2012 Meeting with CCC and Price Waterhouse Coopers acting for AEHC to discuss the alternative plan suggested in the August report
23/08/2012 Report by C West for CCC
24/08/2012 Email from P Harris asking for SISU to be notified of the alternative plan for CCC to buy out the Bank loan
29/08/2014 notification SISU informed by CCC received at ACL Board meeting
28/09/2012 offer by CCC to Yorkshire Bank of £6m to settle loan rejected
October 2012 revised valuation of Charity shares in ACL by SISU calculated on new basis. Verbal offer of £2m
November 2012 Text messages Fisher/Harris ACL valued at nil but price to pay. 
05/12/2012 ACL obtain judgement on statutory demand against CCFC Ltd for non payment of rent (undefended)
10/12/2012 Meeting between SISU, ACL & CCC
11/12/2013 Emails from Deloittes acting as insolvency agents for Bank to Seppala & Deering (SISU)
12/12/2012 Email exchanges re possible restructuring of deal
13/12/2012 West instructs Price Waterhouse Coopers (accountants) to speak to Yorkshire Bank regarding settlement between £11m - £13m. Instruction to be kept quiet from SISU
17/12/2012 Yorkshire Bank reject offer of £12m 
20/12/2012 Final offer by CCC of £14m to Yorkshire Bank 
21/12/2012 Bank accept the offer
14/01/2013 Trustees of AEHC agree to enter in to “Amended and Restatement Agreement” relating to the 2003 Joint Venture Agreement
15/01/2013 CCC agree the £14.4m loan to ACL
14/02/2013 ACL take out Third Party Debt orders against CCFC Ltd for non payment of rent (undefended)
13/03/2013 ACL petition court for winding up of CCFC Ltd 
21/03/2013 ARVO Master Fund places CCFC Ltd in to administration
13/04/2013 “Balloongate” SISU out balloons attached to Fisher’s car by PWKH
27/06/2013 Otium acquire CCFC
02/08/2013 CVA rejected by ACL & HMRC
21/10/2013 Liquidator appointed to CCFC Ltd 
29/11/2013 Right to Judicial Review of CCC actions granted to ARVO, SBS&L and CCFC H 
02/01/2014 CCFC H Ltd applies to be voluntarily struck off
14/01/2014 Rights to lease and licence at Arena disclaimed by CCFC Ltd liquidator
01/04/2014 Court case brought by AEHC and counterclaim by SISU Capital is heard
01/04/2014 SISU counterclaim dismissed by Judge with no evidence of costs actually presented in Court
03/04/2014 The grounds for the AEHC claim for £29000 rejected by Judge. Each side to pay their own costs of the Court actions


The Concluding summary of the Judgement regarding AEHC claim

“On the facts, as I perceive them, by the time the trustees entered into an agreement to vary the joint venture agreement on 14 January 2013, the transaction contemplated by the term sheet had already fallen apart or fallen away, to use Miss Deering's expressions this morning, long before that. It follows that the criticisms made of the trustees by SISU as to the propriety of their conduct in December or January and the arguments made about them undermining the bargain by their actions at that time seem to me to be misplaced and it is unfortunate that allegations were made in some of the terms which have been put forward by SISU in these proceedings. I have come to the conclusion, however, that in circumstances where the transaction fell apart or fell away in August 2012, effectively because neither party wished to pursue the transaction contained in the term sheet, that is not a circumstance in which the trustees are entitled to recover their wasted costs.” - MR JUSTICE LEGGATT

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