Transfer of Newmarket Real Tennis Club
A meeting took place on Tuesday 27th July between the owners and members of Newmarket & Suffolk Real Tennis Club Ltd to discuss professional advice on the best way to effect a transfer of ownership into a "Members' Club", whereby the Club would own the Freehold of the Court in perpetuity. �It was agreed that the following�proposal was the most effective way to achieve it.� Concerns had been expressed by some potential investors about the problem of an "exit strategy", which we believe are�answered by the new proposal. A deadline of 1st September has been set to reach a total of £165,000 in expressions of interest. The current owners wish to be in a position to hand over the running of the Club�to the members�at the beginning of the season�starting on�1st October 2010.
This notice is intended to allow all interested parties to decide if they would like to contribute on the basis of this proposal which was unanimously approved at the meeting.
1. A new Company, Limited by Guarantee, is to be formed called "Newmarket Real Tennis Club Ltd" which will be the new "Members' Club". This is a commonly used structure for Golf and other Sports Clubs, amongst others. The advice received is that this provides a simple method of selling the existing Company and achieving the end result in one transaction, removing the need for reporting multiple share transactions to Companies' House and for all contributors to sign "Statements of High Net Worth"..
2. Instead, the new Company will issue 600 Loan Notes at £300 each to�contributors for�the money to purchase the existing Company and Freehold. Every contributor will be a Founder Member of the new Club.�
3. Each Founder Member will have a voting�rights corresponding to the Loan Notes he or she owns.� Day-to-day decisions on the running of the Club are expected to be made by a Management Committee. Founder Members who play less than 4 times a year at the Club will be granted special membership rights.� All other Founder Members will pay the same as Playing Members (see below). A�Founder Members Board will be erected at the Club listing all contributors.
4. Loan Notes will be numbered and repaid�at a projected*�amount�of £12,000 per annum giving a maximum�period estimated at 15 years by the Playing Membership�principally on the basis of an�annual lottery of outstanding Loan Notes. *The projected amount is based on the current number of�Playing Members paying an annual ring-fenced amount of £120, or £10 per month, into the Loan repayment fund, in addition to their cost of annual membership. The intention is to raise the number of Playing Members to 150 which would reduce the overall repayment period.
The end result is that the Playing Membership of the Club will, over the next few years,�have bought�the facilities they use for the long term benefit of future generations of Tennis players at Newmarket, and all Founder Members will have been repaid their contributions.�The constitution of a Company Limited by Guarantee does not allow its Members to profit individually by sale of its assets, so even if a fantastic offer was made by a Developer and the Membership decided to accept it, after paying off any loan notes still outstanding�the balance�would have to be used to build a new Court or some other project for the benefit of Tennis or other sports.�
We believe that this route is the best one to ensure the long-term survival of tennis at Newmarket.
To date, following a request for "expressions of interest" for shares at £300 each, a total of £131,400 has been reached on that basis.
We are inviting�expressions of interest based on the above proposal to complete the initial financing of the purchase at the total sum of £180,000, which reflects what is thought to be a conservative valuation of the Freehold of the Court. If you are interested please email keithgbanks@aol.com
�