Revealed: This is the clause that helped Juan Sartori and Kyril Louis-Dreyfus bid for Sunderland AFC
Juan Sartori and Kyril Louis-Dreyfus are understood to be closing in on a deal to purchase a majority share in Sunderland AFC.
And their cause has been helped by a pre-emption clause that gave Sartori a preferential option to purchase shares in Stewart Donald’s holding company.
Donald is understood to be in advanced talks with the Sartori/Louis-Dreyfus group over a sale of the club, with reports suggesting the deal could be done within a fortnight.
And with a deal appearing to be edging closer, Sartori will be glad of the pre-emption clause – which is written in Madrox Partners’ documentation.
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It means that the Uruguayan, who currently owns 20 per cent of the club, was offered the chance to purchase any shares sold in the club as part of a pre-emption clause.
The Echo understands that discussions with all interested parties centred around selling a majority stake in Madrox Partners - with Donald previously claiming that the easiest way to purchase the club would be to buy Madrox.
And as per Madrox’s Articles of Association, which are available to publicly view, if Donald was to sell his shares then Sartori and fellow minority shareholder Charlie Methven would both have a ‘preferential right’ to purchase them.
The Articles of Association state: “When the shares to be sold or transferred are the ones of a Majority Shareholder, in all or part, the remaining Shareholder(s) will have a preferential right to acquire the shares at an agreed value.”
They continue: “Until a refusal by a Shareholder that has the option to purchase the Shares is contemplated in writing and the Company so informed, no transfer of shares can take place.
“A Shareholder has 28 days from the moment he has been offered the shares of the other(s) Majority Shareholder(s) to decide if he wants to acquire these shares, to make a counter offer on Shares value or generally to agree a deal on the Share transfer with the remaining Majority Shareholder.”
That essentially means that once Donald agrees a broad deal with an interested party, Sartori and Methven would both have the opportunity to purchase the shares and only once they confirm that they have no intention of purchasing the shares - or the period of 28 days since they were offered the shares passes - can a sale be sanctioned.
Such clauses are common-place in businesses with multiple shareholders, and were given additional intrigue given the reports earlier this year that suggested Sartori was looking to assemble a group to mount a bid for the Black Cats.
That has now come to fruition, with Sartori and Louis-Dreyfus reportedly just a fortnight away from a deal being sanctioned.
It has repeatedly been suggested that the Uruguayan would take a more active role at the Stadium of Light, with some suggestions he was planning on moving to London.
But Sartori has not been seen on Wearside in over a year since being elected as a senator in his homeland.
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