In a lettered response to MP Chi Onwurah, Richard Masters has finally broken his silence regarding the failed takeover of Newcastle United that featured a consortium containing Amanda Staveley’s PCP Capital group, the Reuben brothers, and the Saudi Arabian PIF.
Masters addresses in his letter some of the issues that have been on the minds of many fans, including the time frame of the Owners’ and Directors’ Test, the potential involvement of outside parties who could influence the decision as to whether to allow the new ownership group or not, and ultimately the events that led to the withdrawal of the consortium’s bid.
Most notably, Masters reveals that the board of the Premier League determined who they believe would be the controlling parties of the team if the takeover was to go through, and that there was a fundamental disagreement between the consortium and the Premier League over this issue. The Premier League recognized this issue and offered the ability for a third party arbitrator to handle this determination. This suggestion was denied by the consortium, and they backed out of the process soon afterwards.
The full letter from Masters is available on Chi Onwurah’s website, and is available for anyone to read here. For those of you who don’t want to read the letter or are just confused by the whole thing I’ve hit on some of the key points below.
The Transparency of the O&D Test
Masters starts his letter off with the claim that the “Owners’ and Directors’ Test is as transparent as it possibly can be”. He goes on to state that the rules governing any change of ownership are publicly available on the Premier League’s website. As it regards to the Owners’ and Directors’ Test for a specific club, Masters goes on to claim that there is a level of confidentiality that the Premier League has to maintain throughout the process, and that this level of confidentiality is supposed to be shared across all parties. This is why Masters claims they have not commented on this takeover publicly or privately “although we [The Premier League] recognise others in this matter have done so”
Potential Delays in the Owners’ and Directors’ Test
When addressing the length of the Test Masters mentions that there is no official length of time that the O&D Test should take. and that these can be straightforward or complex depending on the parties involved.
Masters then gives a ton of insight to why the deal was delayed in order to clear up some of the false claims published in the media as to the happenings of the deal.
Here is what he says in full
“In June, the Premier League board made a clear determination as to which entities it believed would have control over the club following the proposed acquisition, in accordance with the Premier League rules. Subsequently, the Premier League then asked each such person or entity to provide the Premier League with additional information, which would then have been used to consider the assessment of any possible disqualifying events. In this matter, the consortium disagreed with the Premier League’s determination that one entity would fall within the criteria requiring the provision of this information. The Premier League recognised this dispute and offered the consortium the ability to have the matter determined by an independent arbitral tribunal if it wished to challenge the conclusion of the board. The consortium chose not to take up that offer, but nor did it procure the provision of the additional information. Later, it (or PIF specifically) voluntarily withdrew from the process. This meant that there was never at any point where the Premier League Board was asked to make an assessment on the suitability of all members of the consortium.”
That’s a lot, so let’s break each part of this paragraph down to navigate what Masters is saying here.
“In June, the Premier League board made a clear determination as to which entities it believed would have control over the club following the proposed acquisition, in accordance with the Premier League rules.”
This statement all but confirms Amanda Staveley’s claim that the Premier League was trying to say that the Saudi Arabian government would be an owner of Newcastle United if the deal were to go through. This is likely one of the first steps in the O&D test, and the fact that this was disputed in June lines up with many of the reports coming out around the same time claiming the Premier League were trying to determine who owns the club.
In fairness, it is worth noting that separating the PIF from the Saudi Arabian government is incredibly difficult, even if on paper it is supposed to be independent of the Saudi Arabian government. The board of the PIF is chaired by Crown Prince Mohammad Bin Salman, and the rest of the board are all government officials. This is much different from the City Group, who are are a private company owned by the ruler of Abhu Dhabi with “his own wealth”. Whether you believe that or not is up to you, but it is worth noting that on paper it is a completely private company through and through, that is not at all claiming to have any relationship with the actual government of the UAE.
The PIF on the other-hand is literally an investment wing for the country, which is why the lines are blurred to as to who would really “own” stakes in Newcastle. It is worth noting that in other investments, the PIF is treated as a wing of the country, because it is a sovereign wealth fund. By definition, sovereign wealth funds are investment funds for parent countries, so it really is hard to separate a country from its sovereign wealth fund. Much like how the Federal Reserve Bank of the United States is not technically a part of the government in the U.S. but is still largely influenced by the government deeming it hard to separate the two, the Saudi PIF is in a similar situation except potentially worse because the role of the PIF is to generate money for the country and many government officials are on the board of the PIF.
Although Amanda Staveley claims that they provided “assurances at the highest level” that the two were separate. Assurances alone are not legal grounds to separate the two entities especially when the country itself seemingly treats them as one.
“ Subsequently, the Premier League then asked each such person or entity to provide the Premier League with additional information, which would then have been used to consider the assessment of any possible disqualifying events. In this matter, the consortium disagreed with the Premier League’s determination that one entity would fall within the criteria requiring the provision of this information”
Here we see that there is a clear disagreement between the consortium and the Premier League over this issue. The one entity that “would fall within the criteria requiring the provision of this information” is likely the Saudi Arabian government.
What is worth noting is that the Premier League considers this to be a key decision regarding the takeover. Masters earlier in the letter claims “It is not accurate to suggest no decisions or determinations were made by the Premier League in relation to the proposed takeover.” This was the Premier League's only “decision” so far it seems according to Masters.
This decision happened before the Premier League could actually assess the owners. This means things like piracy or human rights were not even formally considered. The Premier League requested documents to help in assessing the owners themselves, and if one of the owners is “The Saudi Arabian government” it would be difficult for the consortium to pass this portion of the test. This is likely why they were so upset with the Premier League determining that the Saudi Arabian government was an owner. If the PIF is deemed separate from the government, it would be hard for them to fail any part of the actual checks done into the owners because the PIF as an investment wing has no say over piracy or human rights .
“The Premier League recognised this dispute and offered the consortium the ability to have the matter determined by an independent arbitral tribunal if it wished to challenge the conclusion of the board. The consortium chose not to take up that offer, but nor did it procure the provision of the additional information."
The Premier League offered up arbitration as an option to determine who would be the owners. This would be done by a third party and would likely take months. Most cases, even high profile cases with an entity like the Court of Arbitration for sport, could take a year for the case to even be heard by the court.
This was denied by the consortium, either because the length of time involved in arbitration would delay the deal’s completion even further, or because there really is not a strong case to separate the PIF and Saudi Arabia. It is important to recognize that the Saudi Arabian government does not even separate the two in their day to day operations as the PIF website is a government site, key decision makers are government officials, and the PIF is made up of funds provided by the Saudi government. That makes it difficult to separate the two in court.
As frustrating as it is, technically speaking it is very difficult to separate the PIF from the government, or to say the government does not control the PIF when in fact the PIF have made it hard to publicly separate themselves from the government. That being said, it is something that can be overlooked by the Premier League if their best interest was to put the sale through.
“Later, it (or PIF specifically) voluntarily withdrew from the process. This meant that there was never at any point where the Premier League Board was asked to make an assessment on the suitability of all members of the consortium.”
At this point the deal effectively died. The consortium never even made it to the part of the test where the concerns people thought would halt the deal could even be reviewed. Although human rights organizations are claiming this as a victory for them, it’s worth noting that if the PIF was deemed a separate entity of the government, the deal would have gone through. It technically is inaccurate to claim this deal failed on human rights issues alone, even if you can jump to a logical conclusion that the fact that a country with human rights issue was named a director in this potential takeover was ultimately the deciding factor.
Other Club Involvement in the Takeover Process
Masters makes the claim that the only people involved in this process are the Premier League board of directors. He states “
That being said, it is worth noting that to act like any other clubs could not have any sort of influence on The Board is laughable. Although The Board is supposed to at in the best interest of the league, it is not out of the realm of possibility that they could be influenced in their decision making by clubs currently in the league, especially clubs who are the faces of the league.
Dedication to the Fans
Masters argues that due to the confidentially of this process nobody was briefed on the status of the takeover. He asserts the claim that the press was not briefed either and often times incorrect information regarding the deal was published.
Going forward Masters says the Premier League will review their Owners’ and Directors’ Test to make sure it is fair and robust. The league plans on reaching out to supporters groups as a part of its Structured Dialogue Process to discuss any further concerns.
This letter as whole serves as a blow to the future of this deal as it shows that there is fault on both sides, when many believed that the failure of the deal is entirely the Premier League’s fault. The concerns from the Premier League are valid. Journalists have struggled to separate the PIF from the Saudi government when,covering this takeover. Nearly every publication has focused on the actions of The Crown Prince of Saudi Arabia or the actions of the country when covering this takeover, in addition to the investments of the PIF.
It will be interesting to see how the consortium moves forward following this news. Both sides of this deal have put out very strategic statements to make the other look like they are the ones at fault. At this point it seems like the relationship between the buyers and the Premier League is tarnished, with the only solutions left are to back out of the process completely, restructure completely, or take legal actions. None of these actions would be favorable ahead of this season where Steve Bruce is in charge of a team with one of the smallest budgets and by all means survived the past season due to luck.