Is it time for the poison pill?

Hostile takeover fears relayed to supporters at RAFC fans’ forum

Somebody clearly didn’t get the memo that was sent out to the footballing world on 1st June from the collective majority of shareholders at Rochdale AFC. Its message was clear enough – we have the final say in who runs OUR football club.

After an historic night of AGMS and EGMs, where the then board of directors saw its proposals thwarted – proposals that would have issued shares to an unseen party, and thus awarded them a controlling stake in the club – a new threat has emerged from the shadows.

The fallout from that night, which also saw chief executive David Bottomley and Graham Rawlinson removed from the board of directors by democratic shareholder vote, has been festering like an open sore. Initially, the night was hailed as a victory for supporter power (which you can read about here), with new board members put forward from a cohort of long-time supporters. Chief among those was Simon Gauge, who was swiftly appointed the club’s new chairman. His vision was to unify the club and supporters once again, instead of a board working in a silo, where secret first-team manager contract extensions are awarded. Things were looking positive.

But behind the curtain, a plot thicker than a frozen bowl of Lancashire hot pot was thawing. One of the parties interested in acquiring a controlling stake in the club prior to the EGM, launched a campaign of their own – to target those shareholders with the largest holding and acquire them at any cost!

This was relayed to supporters by the board of directors at tonight’s fans’ forum. Their fears were real.

You see, the ownership of Rochdale Association Football Club is broken up into 502,957 ordinary shares which are owned by 337 different parties. If any one party ever achieves ownership of 251,479 ordinary shares in their own name or by consortium, they would control the club and it would no longer be independent.

Suspicions were raised that a hostile takeover was afoot when the club and fans became aware that a certain Alex Jarvis, of Blackbridge Sports Limited, had been contacting shareholders asking to purchase shares on behalf of a Darrell Rose and Andy Curran.

Jarvis claimed to shareholders that deals had already been done for the holdings belonging to former RAFC chairman Andrew Kilpatrick and former directors David Bottomley and Graham Rawlinson. Rose and Curran are also believed to have agreed to buy the shares of US businessmen Dan Altman and Emre Marcelli, which would provide a combined shareholding of somewhere in the region of 42%. There are serious questions as to how the personal data of shareholders beyond those five have been obtained, information that only those who have ever worked within the club would have access to.

We also know that Rose and Curran have been actively pursuing the shareholding of current director Andrew Kelly, who has 58,250 shares. However, the Rochdale AFC Supporters’ Trust has since issued a statement saying it has struck an agreement with Kelly to take his shares, although it was revealed at tonight’s forum that this is now subject to a legal process.

The hostile takeover bid is being run via a company called Morton House Mgt and First Form Construction Limited. The company is a payroll services company.

Morton House has three listed directors in Darrell Rose, Faical Safouane and Denise Courtnell. 

Based on its last published accounts in July 2020, the company has a net worth of just £121,000.

Ambiguity also remains around the actual progress of the share purchases Rose and Curran claim to have made.

As it stands, the club says it has received no share transfer forms or evidence that the shares have been properly and legally sold. To be regarded as a valid transfer, the club must receive signed transfer forms from the selling party transferring ownership to the buyer, and then the transfer must be ratified at a club board meeting. None of this has happened, yet the EFL seem content there is cause to give the prospective purchasers an audience.

And what do we know of the three main antagonists?

Darrell Rose has a family-run used-car showroom and paint shop in Worksop and is also involved with a family-run housebuilding company. While a limited ownership of things in his name, members of his direct family have an extensive history of running limited companies for very short periods before they are dissolved.

Andy Curran comes with very little digital footprint. Very little information regarding his history is available other than one involvement with a construction company back in 2009. The only other information involves a link with Swindon Town FC last season, where his son, Taylor, was a member of the first-team squad before being transferred to Maidstone United earlier this summer.

Andy Curran is known to have visited Spotland for the evening of the Swindon Town game on 13th April 2021, presumably to watch Taylor, as his car was seen in social media pictures of fans protesting against the board of directors prior to that game.

Alex Jarvis is listed many times on the internet in relation to his previous deals. He has been involved in takeovers and attempted takeovers at Barnsley, Hull City, Peterborough and Woking. He is not expected to be part of any future involvement in the club, and it seems his role is simply to try to acquire sufficient shareholding for Rose and Curran.

So, the question from me is, why do these two men, with no obvious affiliation to the town of Rochdale, or visible heritage of any business-generated wealth, want to take control of its only professional football club? They have candidly said to the Supporters’ Trust that their intention is to come along on match days, enjoy a beer or two, and help the club financially where they can. Perhaps a lifelong Dale fan who had won the Euromillions could afford to indulge in such extravagance. However, someone with no emotional tie to this football club, the tie that we all have as supporters, would surely not be prepared to sink money into it through sheer altruism?

So, what’s the next plausible motivation? It has to be some form of financial return on investment. That would make sense for a non-Dale supporter. However, we are a small League Two club that has survived for years by selling our best players to pay the bills or via the benevolence of board members who themselves have been lifelong supporters. With the best will in the world, there is no real money to be made from this football club while keeping it viable.

Are the assets owned by the club of some appeal? It’s not hard to glance across the town’s border and feel a shiver when you remember Bury too, up until very recently, had a professional club representing it. The same fate cannot be allowed to befall Rochdale, can it?

The integrity of those proposing to buy the club must be beyond reproach. Yet a Governance Manager at the EFL has already contacted the club to highlight a Supporters’ Trust statement, issued after a meeting with Andy Curran, was factually incorrect. The Trust’s original statement had read that the prospective investor had stated he had purchased over 40% of the shares and had provided the proof of funding to the EFL. The EFL demanded the statement be changed as they had seen no evidence of the shares having been acquired nor, it said, had Curran provided evidence of funding to the EFL. The Trust duly changed the statement, having originally taken what they were told at face value.

Then there is Morton House Mgt and First Form Construction Limited itself. It is a company that states it is “a fully compliant umbrella company” and “offers a wide range of dependable payroll solutions to both recruitment agencies and contractors”.

The Company was formed on 28th May 1999 and was owned by Ana Sacco and Darren Sacco – a couple from Barking in Essex. On 30th April 2019 they sold their shares to Denise Courtnell and since that date until last week, she owned the company. Darrell Rose joined as director on 1st May 2021.

Darrell Rose has retrospectively filed paperwork that states he is the true owner of Morton House, via a transaction that completed on 1st May 2021. The filing of the paperwork at Companies House completed on 28th July 2021, noting that Rose now owns 51% of Morton House, with Denise Courtnell retaining 49%.

All umbrella companies should be registered with HMRC under the money laundering supervision rules as ‘payroll agents that provide accountancy services and/or tax advice’. The register at the date of this article shows that Morton House is not registered. In addition, all credible umbrella companies are a member of the body FCSA. Morton House is not accredited. Morton House has not registered with the Information Commissioner’s Office either, despite a payroll company being a processor of personal data. At the time of writing, all of this is correct and in the public domain, if one knows where to look.

The board also admitted, when asked at tonight’s forum, that they have submitted a complaint to the FA regarding discriminatory comments made to the EFL about them and the people of Rochdale by the prospective purchasers.

Things really aren’t pleasant at the minute.

Unusually, the prospective purchasers remain completely silent and have yet to make any form of public comment despite being on manoeuvres since the removal of the two directors at the EGM. The club, supporters and Supporters’ Trust, however, are vehemently opposed to the proposed takeover. We must remain strong. Everything else at the club looks promising – together we can keep it that way.