Strictly Private and Confidential

Project Charlotte
DRAFT RESTRUCTURING WORKSTREAMS MATRIX 5 OCTOBER 2011

Legal
Responsibility Issue CW Security review Legal due diligence Alternative appointment options • MCR Recommendations • Timing issues and risks GW Club staff Points to consider MCR • Validity of floating charge and statement of debt • Scottish lawyers / Scottish Administration process / statement of debt and statement of affairs • Method of appointment • Directors‟ fiduciary duties, given cash flow insolvency • Timing of critical cash in/out flows, both pre and post any appointment

Draft Restructuring Workstreams Matrix Project Charlotte 5 October 2011

Comments / Progress

SFA & SPL regulations

• Ability of Administrator to transfer/sell membership; • Points deduction or worse • Consider director/shareholder market announcements and obligations • Counsel‟s opinion on validity of acquisition • The Club‟s articles, notice periods, quorums, voting rights etc for Board meetings • Take independent legal advice on personal position; • Duty to creditors at point insolvency considered unavoidable

“Plc” status / Plus market status Financial Assistance Board meetings / Control of the Board

Directors‟ conduct

2

Football
Responsibility Issue CW GW Club staff Points to consider MCR • Legal confirmation on who the rule stretches to under Scottish regulations; • Consequent impact on the funding requirement of any Newco • Meetings and PR; • Any Newco‟s projected trading performance and ability to meet regulations • Consider treatment of player contracts in insolvency process and players‟ rights • Coordinated approach essential

Draft Restructuring Workstreams Matrix Project Charlotte 5 October 2011

Comments / Progress

Football creditors

SFA & SPL regulations UEFA & FIFA regulations (link to budgets and finance plan) Player contracts PR strategy and media relationships

3

Insolvency Options & Process
Responsibility Issue CW Alternative appointment options • MCR Recommendations • Timing issues and risks Valuations (market & realisable) GW Club staff Points to consider MCR • Management of PR risks and timing of info releases • Insolvency strategy • Funding requirement/costs

Draft Restructuring Workstreams Matrix Project Charlotte 5 October 2011

Comments / Progress

• Obtain an independent view on going concern and break-up value of assets
• Directors‟ fiduciary duties, given cash flow insolvency • Timing of critical cash in/out flows, both pre and post any appointment • Administrator‟s duties / SIP 16 considerations – marketing of business and assets to range of buyers, SPL /SFA input required • Liaise with SPL/SFA regarding possibility of player sales to raise cash • Consider treatment of player contracts in insolvency process and players‟ rights • Consider treatment of Ticketus claim in any insolvency process and ability of Ticketus to vote

Timing risks for Directors

Buyer universe

Emergency window for the sale of players
Player contracts Ticketus

Supplier relationships
Sponsor relationships TUPE

• Review of supplier contract and assessment of dependency
• Review of contract terms; • Review of options and alternatives • Employee contracts and review of outstanding litigation

4

Financial
Responsibility Issue CW GW Club staff Points to consider MCR • Newco‟s projected trading performance and funding requirements, including treatment of future ticket income „sold‟ to Ticketus • Assess who is critical to Newco and consider current liabilities

Draft Restructuring Workstreams Matrix Project Charlotte 5 October 2011

Comments / Progress

Restructure plan & budgets (inc cash flow)

Ransom creditors

HMRC issues

• Attitude of HMRC to any insolvency sale process and treatment of Newco – bond?

PR Strategy
Responsibility Issue CW Security / health and safety issues GW Club staff Points to consider MCR • Security requirements for Administrators, buyer and staff • Coordinated approach essential between all parties; to include relationship and communication with supporters groups • External media/internal communications/Police/SPL and Local Authorities • Maintaining matchday services • Supporters Groups/SPL/SFA/Key suppliers Comments / Progress

PR strategy and media relationships

PR interface “Business as usual” issues Third party consultation

5

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