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the square ball week: who is winding up leeds united?

the square ball week: who is winding up leeds united?

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Leeds United are currently the subject of a winding-up petition, that will be heard in court on Monday June 9th. But who has served that petition?

The petition was served on April 25th, the day before Leeds beat Birmingham City 3–1 at St Andrews, by Sport Capital. Who exactly is behind Sport Capital, and therefore the winding up petition, is open to question – and when you start to ask the question, you find a web of companies centred around Chateau Fiduciaire in Geneva, a Swiss trust well known to Leeds fans from the Ken Bates era.

SPORT CAPITAL (UK)

Sport Capital Logo

Initial reports described about the winding-up petition Sport Capital as “a firm for which David Haigh, United’s former managing director, is listed as the sole director”. This was soon clarified, however, as much as anything to do with Leeds United can be clarified.

David Haigh might be currently listed as the sole director of a company named Sport Capital, registered in London, but he shared the initial shareholding in that company with Trident Chambers, registered at PO Box 146, Wickhams Cay, Road Town, Tortola, in the British Virgin Islands. Trident Chambers is also the address for a company named Offworld Group Ltd, that holds the European Union trademarks for Sport Capital, as well as “the cove”, “7th sports”, “haigh”, “st piran” and “trevorian”.

SPORT CAPITAL (GUERNSEY)

But that is not the company that has served the winding up petition on Leeds United. The Yorkshire Evening Post had to append the following statement to their follow up reporting on the petition:

“Haigh operates as a director of the UK arm but, contrary to yesterday’s YEP report, is not a director or shareholder of the Guernsey company – the firm responsible for issuing the winding-up petition.”

SPORT CAPITAL (BVI)

Sport Capital (UK) and Sport Capital (Guernsey) are not the only two Sport Capital companies connected to Leeds United. A third, Sport Capital (BVI), agreed a share purchase agreement to buy Leeds United from then owners Gulf Finance House Capital that was dated November 28th 2013.

The complex web of connections that involves the three Sport Capital companies turns up some familiar names that will be troubling for Leeds fans who remember Ken Bates’ takeover of the club, and its subsequent administration and offshore ownership. Swiss trust Chateau Fiduciaire can once again be heavily linked to, first, a potential takeover of the club, and now a winding-up petition that has frozen bank accounts and prevented the payment of wages and the taking of credit and debit card payments for next year’s season tickets.

SPORT CAPITAL TO GUERNSEY & NEVIS

Of Sports Capital (BVI), not much is known, other than that their address, Wickhams Cay, PO Box 146, Road Town, Tortola, British Virgin Islands, matches that of Trident Chambers, and is in an area well known to Ken Bates from his attempts to redevelop the island against the will of the local people, that was described as “Feudal Development in the Twentieth Century” and opposed in a successful uprising led by a man who is now regarded as a hero for saving Tortola, Noel Lloyd.

Tortola was also the home address for Outram Ventures, who owned almost 8% of Leeds United in the Bates era, and is home to Teak Commercial Ltd, owners of Elland Road, who are at Sea Meadows House, PO Box 116, Road Town.

The trail really starts with Sport Capital (Guernsey). On January 21st 2014, the company filed to notify the authorities in Guernsey of a change of directors. Out were Chateau Management Limited – who were listed on the company’s Memorandum of Incorporation as Founder Member on November 20th 2013 – and International Directors Limited; in their place came Forum Directors Limited, of Granary House, The Grange, St Peter Port, Guernsey, GY1 2QG.

That is also the registered address given for Sport Capital (Guernsey) in its Annual Validation for 2013, and the address of a company called Hansard Trust Ltd, who acted as Sport Capital (Guernsey)’s resident agent.

Sport Capital to Guernsey & Nevis

NEVIS, RUTLAND GATE MEWS & GENEVA

From here, the story moves to 2 Rutland Gate Mews, Knightsbridge, London, SW7 1PH. This is the registered address of Sport Capital (UK), who moved there around March 1st 2014. At the time of the move, their housemates at this address raised eyebrows, as a number of the companies registered in this townhouse had links to Chateau Fiduciaire in Geneva, Switzerland, the trust who had administrated Forward Sports Fund when it was named as owner of Leeds United during the Ken Bates era, while Bates claimed not to know who owned FSF.

At the time, David Haigh reacted on Twitter to tweets about the address by telling The Square Ball:

@TheSquareBall before you start another silly rumour about sport capital, there is zero involvement with kb.

— David Haigh (@haighdavid) March 8, 2014

although until Haigh had tweeted that, “KB” had not been mentioned.

The main company of note at 2 Rutland Gate Mews, apart from Sport Capital (UK), is Sollange Investments Ltd. Two of this company’s directors are, as previously at Sport Capital (Guernsey), Chateau Management Ltd (secretary: 9 Nov 2012 – present day; director: 27 March 2014 – present day) and International Directors Ltd (director: 12 Nov 2012 – present day).

The other current director of Sollange Investments is Jemma Louise Martel-Welsh (director: 28 Jan 2013 – present day) of Geneva, while a former director is Jeremy Rothwell (15 Oct 2012 – 28 Jan 2013) of Geneva.

As well as being directors of Sollange Investments, International Directors Ltd are also a director of two BVI companies – First Mercury Investments Inc and Cosmic Concepts Inc – both registered in Panama in 1987, with two other directors: Charlestown Management Ltd of Nevis, and Julie Margaret Elsie Welsh, who has had addresses in both Guernsey and Geneva.

Nevis, Rutland Gates Mews & Geneva

RUTLAND GATE MEWS, GUERNSEY & NEVIS

2 Rutland Gates Mews is a hub of activity. Eskell Limited lists a former director as Hansard Trust (27 Apr 2006 – 19 Oct 2007), the current administrators of Sport Capital (Guernsey), while its current secretary is Island Secretaries Ltd (19 Oct 2007 – present day) of Charlestown, Nevis, and Island Directors Ltd (27 Apr 2006 – present day) of Granary House, Guernsey – Hansard’s address. Island Secretaries and Island Directors were also directors of Loire Capital Invest Ltd at the time it was dissolved in January 2013.

Rutland Gates Mews, Guernsey & Nevis

RUTLAND GATE MEWS, GENEVA & NEVIS

The bulk of the companies at 2 Rutland Gates Mews, however, are connected to Jemma Martel-Welsh, Julie Welsh and Jeremy Rothwell. Sport Capital (UK) stands alone, with David Haigh as its presumed sole director and Trident Chambers as initial shareholder. Sollange Investments Ltd, Visage Solutions Ltd, Chateau Services (UK) Ltd, Cornwall Hotel Ltd and Hotel Cove Ltd are all registered at 2 Rutland Gates Mews and all have or have had one, two or all three of Jemma Martel-Welsh, Julie Welsh and Jeremy Rothwell serve as their directors at one time or another.

Rutland Gates Mews, Geneva & Nevis

CHATEAU FIDUCIAIRE, HANSARD TRUST & SPORT CAPITAL

These three play a significant role in joining the dots. Julie Welsh has been president of Chateau Fiduciaire in Geneva since 2010; she became a director in 2007 and has been employed there since 2004. Jeremy Rothwell was a director from 2009–13. Jemma Martel-Welsh became a director in October 2012. Prior to that, she had been Head of Compliance and Compliance Officer at Hansard Trust in Guernsey, from 2003–11.

Chateau Fiduciaire, Hansard & Sport Capital

CHATEAU FIDUCIAIRE, KEN BATES & LEEDS UNITED’S OWNERSHIP

Chateau Fiduciaire played a crucial part in the ownership mysteries that surrounded Leeds United while Ken Bates was chairman; it was their office in Geneva that David Conn stood outside while looking for answers in the BBC North documentary Who Owns Leeds United?

Chateau Fiduciaire were the trustees of Forward Sports Fund, who were the declared owner of around 70% of Leeds United from 2005–2012. FSF was registered in Nevis, and the ultimate beneficiaries were never disclosed; Bates claimed never to know who owned FSF, even when he bought Leeds United through them with Outro in 2011.

There was also confusion about who owned the management shares in FSF. During the Admatch case in Jersey in May 2009, Bates’ long-term solicitor Mark Taylor told the court that FSF had originally been owned by Astor Investment Holdings, but that the connection had been severed in late 2006; then Bates told the court that he and his Guernsey-based financial adviser, Patrick Murrin, were the sole owners of two “management shares” in FSF. Bates corrected himself in a sworn affidavit to the court in May 2009, stating that the two management shares were owned by Murrin and Peter Boatman, who has worked with Julie Welsh, Jemma Martel-Welsh and Jeremy Rothwell as client manager at Chateau Fiduciaire since 2004.

Chateau Fiduciaire, Ken Bates & Leeds United's Ownership

INTERNATIONAL DIRECTORS, SILKLEY & KEN BATES’ BUYOUT OF LEEDS UNITED

Mark Taylor played a crucial role in Ken Bates’ takeover of Leeds United in 2005. As described in the judgement (pdf) on the Melvyn Levi v Ken Bates case at the High Court in 2009, “Mr Bates left the documentation and such due diligence as time allowed to Mr Mark Taylor, a solicitor based in London.” A “vehicle” called LUFC was used to purchase 50% of the shares in Adulant Force, the company that owned Leeds United on behalf of the ‘Yorkshire Consortium’ of Levi, Krasner etc. Purchasing the other 50% at the same time would have triggered a payment of £5m to former bond holders of Leeds United PLC through a change of control or ‘anti-embarrassment clause’ contained in an agreement dated November 12th 2004. As a result it was agreed that £1 would be paid for a call option on the second 50%, which Mark Taylor described in court as “a device to circumvent the change of control clause.”

Problems arising from that call option became the subject of much of the later wrangling between Bates and Levi, but at the time the option was granted to a company named Bordeaux Services (Guernsey) Ltd.

To exercise its call option, Bordeaux Services had to nominate a purchaser, and this was a BVI company named Silkley Holdings Ltd. Melvyn Levi told the court that when he received the guarantee for the transaction with Silkley and Bordeaux, he “became concerned when he discovered that the guarantee had apparently been signed on behalf of two companies, namely International Directors Limited and by Charlestown Management Limited, by two individuals said respectively to be a director and a secretary presumably acting on behalf of Silkley.”

International Directors, Silkley & Ken Bates' Buyout of Leeds United

SILKLEY & INTERNATIONAL DIRECTORS, TO SPORT CAPITAL & CHATEAU FIDUCIAIRE

From Ken Bates’ takeover in 2005, Silkley Holdings, Charlestown Management and International Directors bring us full circle. As shown earlier, Charlestown Management are current directors of both First Mercury Investments Inc and Cosmic Concepts Inc, whose other director is Julie Welsh, president of Chateau Fiduciaire. International Directors Ltd are current directors of Sollage Investments Ltd, based at 2 Rutland Gates Mews, whose former director is Jeremy Rothwell, formerly of Chateau Fiduciaire, and Jemma Martel-Welsh, currently of Chateau Fiduciaire and formerly of Hansard Trust. International Directors were also, until January this year, directors of Sport Capital (Guernsey), at which point they were replaced by Forum Directors, who share an address with Sport Capital (Guernsey)’s agent, Hansard Trust.

Silkley & International Directors to Sport Capital & Chateau Fiduciaire

SIMPLIFIED: THE LINKS BETWEEN SPORT CAPITAL, CHATEAU FIDUCIAIRE, HANSARD TRUST & KEN BATES

Did I mention this was complicated?

Following the links along this chain isn’t easy, which is why it has taken eight diagrams; the ninth diagram below presents a vastly simplified view of the important connections between Chateau Fiduciaire, Ken Bates, Hansard Trust, Sport Capital (Guernsey), Sport Capital (UK) and David Haigh – all to Sollange Investments Ltd, at 2 Rutland Gate Mews, London.

The Link Between Sport Capital, Chateau Fiduciaire, Hansard Trust & Ken Bates

CONNECTIONS, COINCIDENCES & QUESTIONS

With the connections drawn, all that comes next is questions. Could all this be entirely coincidental? It could; I’ve asked around, though, and been advised that Chateau Fiduciaire aren’t such a big player in this market that they’d be an obvious first choice, and the same apparently applies to Nevis: the Financial Secrecy Index ranked it 80th out of 82 offshore tax havens last year.

SPORT CAPITAL: A UK CONSORTIUM?

The other question is, even if it is coincidental, why does such a complex web of companies exist around Sport Capital – with three of that name that are known. Sport Capital (BVI) agreed a share purchase agreement to buy Leeds United from GFH-C on November 28th 2013; but this was announced on November 30th in a statement that described the purchasers as an “English consortium” that “includes a number of high profile businessmen, and does not include any previous owners or players of the club.” The agreement was described as “the culmination of many months of negotiations by a team led by David Haigh.”

It was eventually revealed that the consortium included Andrew Flowers of Enterprise Insurance and Liverpool businessman Terry Riley, whose name was uncovered in a report in the Liverpool Echo that added, “The SC consortium included backers from Dubai, Monaco and Majorca.”

Despite the stress placed on being an English consortium, the Sport Capital companies in the BVI and Guernsey seem to suggest that had David Haigh’s bid for Leeds been successful, the club would have once again become part of an offshore ownership structure that not only shared characteristics with the Ken Bates era, but shared many of the same characters.

SPORT CAPITAL & THE TAKEOVER TIMELINE

Other questions are raised by reading timeline of Sport Capital alongside the takeover saga. According to the paperwork, Sport Capital (UK) was incorporated on October 23rd 2013; paperwork for the trademark was filed on November 14th. It moved from 2 Cambridge Gardens, Hastings, Sussex on January 9th 2014, then from 23 St Leonards Road, Bexhill on Sea, around March 1st, which brought it to 2 Rutland Gate Mews.

Sport Capital (Guernsey) was founded on November 20th 2013; the share purchase between GFH-C and Sport Capital (BVI) is dated November 28th 2013 and it was announced on November 30th; and Sport Capital (Guernsey) changed its directors from Chateau Management and International Directors in Nevis, to Forum Directors in Guernsey, on January 21st 2014.

The first interesting date is January 9th, when confirmation reached Companies House of Sport Capital (UK)’s move from Hastings to Bexhill on Sea; that was two days after Andrew Flowers of Enterprise Insurance was publicly announced as part of the Sport Capital consortium.

The second key date is January 21st, when Forum Directors replaced Chateau Management and International Directors as directors of Sport Capital (Guernsey). The first public word of Massimo Cellino’s interest was reported on the weekend before Monday 20th January – oh, how we laughed at that “bizarre takeover story.” By the 23rd it was known that Cellino had been in discussions with Haigh and Flowers about their bid, and on the 29th Enterprise Insurance issued its winding up petition over an unpaid debt of £1.5m, just before Cellino entered Elland Road like a whirlwind.

The next date to note is that of Sport Capital (UK)‘s move to 2 Rutland Gate Mews, notification of which was sent to Companies House on March 1st – two days after Andrew Flowers’ company, Enterprise Insurance, was paid its debt plus costs to withdraw the winding-up petition.

It’s not possible to tell whether the moves and changes around Sport Capital relate to Andrew Flowers’ involvement and withdrawal in the takeover; his own company, and Leeds United’s sponsor, Enterprise Insurance, are based in Gibraltar.

EVER PRESENT CHATEAU FIDUCIAIRE

Chateau Fiduciaire

What remains consistent throughout, however, are the links to Chateau Fiduciaire. The move to 2 Rutland Gates Mews at the end of February/start of March may have brought Sport Capital (UK) into the ambit of Sollange Investments and several other companies with common links to Chateau Fiduciaire, but International Directors Ltd were directors of both Sport Capital (Guernsey) and Sollange Investments long before that move was made.

International Directors Ltd’s other directorships are obviously also of concern. The link to Silkley Holdings, and therefore to the 2005 Ken Bates takeover, tightens the knot of connections between the 2005–2012 era of Chateau Fiduciaire-administered ownership mystery and Sport Capital’s recent bid; and reintroduces the unwelcome name of Ken Bates to proceedings.

KENNETH WILLIAM BATES

Bates, of course, hasn’t hidden his involvement in Sport Capital, although it was played down by everyone else. At the end of March he climbed the stairs to his radio station above Subway to tell the listening handful (and a few thousand more who watched it later on YouTube) that he had been asked to contribute to the Sport Capital consortium: “It’s a secret but I was asked if I would put £1.5million towards Andrew and David’s consortium because someone had dropped out. I said yes, but it never happened.”

Bates also complained in one of WhiteLeedsRadio’s infamous phone calls that “ignorant” David Haigh had cancelled a supper appointment at the end of March at the last minute; the next night Massimo Cellino told the same caller, “Ken Bates! Ken Bates is still behind the shit you know that?”

It’s not possible to conclude that Ken Bates is involved or has been involved in either of Sport Capital’s UK, Guernsey or BVI entities, but the lines between them can be drawn, and it isn’t only worrying that the outline of Leeds United – Chateau Fiduciaire – mysterious offshore companies that is familiar, but that the names of the people involved matches up with the names Leeds fans have came up against when trying to identify Leeds’ owners for much of the last decade.

THE WINDING-UP PETITION

Sport Capital were unsuccessful in their attempt to buy the club, and David Haigh is currently in a Dubai jail, accused of fraud but not yet charged. But Sport Capital’s involvement with Leeds United is not over.

Massimo Cellino intends to fight the winding-up petition against Leeds United in court on June 9th; we don’t know on what grounds he is fighting, and it also looks like we don’t know who he is fighting against.

That it is Sport Capital is known; but at first Sport Capital was thought to be David Haigh on his own, until it became apparent that the petition was from Sport Capital (Guernsey), of whom all that was said was that David Haigh was not a director. It would be good if we could turn that negative into a positive and declare who the directors and owners of that company are, but nine charts and several thousand words later, we’ve got a lot more information, but we’re no closer to knowing.

That’s become the eternal problem for Leeds fans: not knowing who is exerting a crucial influence upon our football club. Massimo Cellino is president and 75% owner; Massimo may not have won everybody over, but at least he seems to be who we think he is, whatever we might think of him. But in ten days he and the club will be fighting against a petition to have the club wound-up, and I only hope Massimo has been able to work out who he is fighting against. Because I sure can’t.

*Thanks to everyone who helped with this article.

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