Structure of the Purchase and Lease – TrustSTFC

Structure of the
Purchase and Lease

Structure of the Purchase and Lease

Buying a working stadium and then leasing it back to the Club is a complicated business and we’ve been very fortunate to have been supported by a small team of lawyers led by James Maton from Cooley and Greg Callard of Royds Withy King who have given their time freely and guided the Trust through a range of challenges. This has included devising the best structure to own the ground and the form of agreements to govern both the purchase from SBC but also the ongoing ownership thereafter.

A joint venture company (JV) has been formed called The County Ground Stadium Custodians Limited and it is this company which will purchase the ground from SBC. The JV ownership is split 50:50 between Swindon Town Football Company Limited (the company which holds FA and league membership and runs the football operation) and Swindon Town Community Mutual Limited (Trust STFC).

The JV is a true 50:50 split with no majority owner or golden share. The Chair will alternate between the two parties but with no casting vote in the event of a deadlock. It has been agreed that the Club will act as the first Chair of the JV for a twelve-month period.

Within the purchase agreement are a number of obligations which include:

  • a single payment of £2.3m
  • a requirement to lease the ground back to the Club;
  • to develop the stadium, commencing with the Stratton Bank or a project of a similar size, within three years;
  • in the very unlikely event that the JV were to sell the ground in the future, SBC have a “first refusal” right to buy it back; and
  • in the event that development takes place outside of the agreed scope of the County Ground additional “overage” payments would become due to SBC (for example, the construction of a hotel).

The JV will acquire the freehold to the ground which includes:

  • the stadium, stands, buildings and pitch;
  • the main car park and access roads;
  • the road between the Arkells stand/cricket club and the small car park between Foundation Park and Stratton Bank; and
  • the land between the Don Rogers stand and Shrivenham Road.

Everything acquired from SBC will be leased to the Club through a 250-year lease agreement with an annual rent payable to the JV. The Club will be responsible to keep the ground in good order/repair at their own cost once existing defects and dilapidations have been addressed by the JV.

Click here to learn about funding the purchase