Ogden family announces intention to invest £2m in Rochdale AFC

The Ogden family has announced that they are making an offer to purchase almost seven million shares in Rochdale AFC which would make them the majority shareholders in the club.

The Ogden family were confirmed as the club’s preferred investor in the club in late March and they made ‘sufficient funds available to the club to enable it to operate for 30 days’ in order for the family to complete due diligence and present an offer so that investment can be concluded before the end of the season.
 

Read more: New investor in Rochdale AFC announced as board's preferred choicePublished: 25 March 2024

The family has said that the amount being investing the club would be around £2m (including the funds already advanced to the club) to acquire up to 6,857,143 newly issued A Ordinary shares. This would equate to around a 68% ownership stake in the club.

They have also said that the shares would be held for the sole benefit of the Rochdale AFC Community Trust (RAFC Community Trust).

Also, as per the recommendations of the Fan Led Review, the family would introduce a ‘golden share’ which would be held by the Dale Trust. The consent of the golden shareholder would be required before any change is made to the club’s name, colours or badge, or before any sale of the club’s ground.
 

Read more: “The existence of Rochdale AFC is at stake” – chairman warns club has just six weeks to find investmentPublished: 21 February 2024

Sir Peter Ogden and Lady Catherine Ogden were born in Rochdale and their charitable trust, the Ogden Trust, which primarily supports the teaching and learning of physics in under-represented groups, has various ongoing initiatives in Rochdale schools.
 

Read more: Sir Peter Ogden returns to Rochdale to open ‘Phiz Lab’ at Lowerplace Primary SchoolPublished: 17 January 2018

 

The statement from the family in full:

We are pleased to confirm that we are making an offer to purchase shares in Rochdale Association Football Club Limited (the club).

The key terms of our offer are as follows:

1. We will be investing up to £2m (including funds already advanced to the club) to acquire up to 6,857,143 newly issued A Ordinary shares. This would equate to a c. 68% ownership stake in the club.
2. Any financial value realised in respect of these shares shall be held for the sole benefit of the Rochdale AFC Community Trust (RAFC Community Trust).
3. As per the recommendations of the Fan Led Review, we shall introduce a ‘golden share’ which would be held by the Dale Trust. The consent of the golden shareholder would be required before any change is made to the club’s name, colours or badge, or before any sale of the club’s ground.
4. It is a condition of our offer that existing shareholder loans provided by Simon Gauge and Richard Knight (in the amount of c. £625,000) are exchanged for new A Ordinary shares at the same price as our investment. The shares received in exchange for this debt would represent a 21.4% ownership stake in the club.

These loans have kept the club afloat but repaying them would not be the best use of the club’s limited funds, and converting them into equity significantly improves the club’s balance sheet. We would like to acknowledge that agreeing to exchange these loans for equity is a generous gesture on the part of Simon and Richard, as the shares they are acquiring have no immediate value, and only a very distant prospect of ever providing a return of their money.

Finally, we have received legal advice that because the club’s constitution is not entirely clear on the issue, it would be prudent for the new A Ordinary shares to be offered to all existing shareholders on a pre-emptive basis before we conclude our investment. Club shareholders will shortly receive a notice from the Board of Directors regarding this process, which will last 14 days. Upon the expiry of that period – and assuming there has been no material take-up of the pre-emptive offer such that we will, on completion, acquire an ownership stake of not less than 65% – our investment will conclude. To be clear, whilst every shareholder has the right to take up their pre-emptive offer, there is no need or requirement to do so in the current circumstances as we have underwritten the investment.

Having outlined our offer, we would also like to take this opportunity to set out at, a high level, some of the key areas of focus for us post-completion of our investment:

Financial security

Our primary ambition is that the club should achieve a financially sustainable position without needing to rely on footballing success. To do this, the club will need to materially increase both matchday and non-matchday revenues, whilst maintaining a prudent and efficient cost base.

An immediate priority for us is the recruitment of a director of commercial operations. We believe that there is significant potential for improving the commercial operations at the club across a broad range of areas – potential that is not currently being exploited due to a lack of available funds and lack of time and resource within the club to focus on anything other than the necessary day to day operations. It would be the sole focus of the director of commercial operations to drive additional revenue at the club through, among other things, increased fan engagement, improved sponsorship arrangements, improved hospitality offerings and maximization of revenue earning potential from the club’s real estate.

A Sports Facility for the Club and RAFC Community Trust

Currently, the activities of the first team, the academy and the RAFC Community Trust are fragmented and take place in multiple rented locations across the Greater Manchester area. As well as being logistically challenging, this is inefficient from a cost perspective because we are required to pay top rates to rent training and other facilities from third parties. More importantly, not having a shared ‘home’ for the key divisions of the club makes it hard to foster a sense of shared purpose and belonging. It also makes it harder to drive engagement between the club and the Rochdale community because none of the club’s activities is taking place in a conveniently accessible local venue.

For all of the above reasons, we are, as a matter of priority, seeking an appropriate venue to establish a facility which can be used by the first team, the academy and the RAFC Community Trust for all of their principal activities. In addition, this facility will provide a potential source of revenue for the club as the training pitches and other facilities will be available for hire to the local community when not in use by the club.

We believe this facility will be a real asset for the club, the RAFC Community Trust and the wider Rochdale community. Subject to finding a suitable venue and receiving the necessary support from the council, planning authorities and other stakeholders, we intend to provide additional funding to enable this vision to become a reality.

Alternative Youth Football Development Models

The club has a proud history of operating an excellent youth academy. Unfortunately, however, as the club is no longer in the EFL, it cannot continue to operate an academy in the form it has done to date. The Elite Player Performance Plan (EPPP) only permits clubs outside of the Premier League and EFL to operate within the academy system for a maximum of two seasons. Therefore, by the end of the 24/25 season, all external funding for the current academy will cease, assuming we remain in the National League for the 25/26 season. Amongst other things, at this stage clubs can’t access the academy games programme and lose any compensation rights over players in their youth development system. Whilst this is a real shame and deeply frustrating, it is not a new issue for clubs in the National League. We intend to explore alternative models which would enable us to continue to support youth player development (and which have been successfully deployed elsewhere) including BTEC-type educational provision and player scholarship opportunities – both of which would also provide additional, sustainable sources of revenue for the club. We will communicate a final position on the academy for 2024/25 upon completion.

First Team

Whilst it is not our primary focus (because it cannot be guaranteed), we recognise that promotion to League 2 would be the quickest way to revive the club’s financial fortunes (as well as bringing joy to its supporters). We feel we should make it clear that we will not be taking a reckless approach to player budgets. However, we do intend to ensure that the first team budget is sufficient to give the club a fighting chance of achieving a playoff place in the 24/25 season.  

Continuity

The club has had a tumultuous few years. In our view, now is not the time to make material changes at a board or management level. There is a significant amount of work to be done to deliver on the priorities highlighted above and we would like 100% focus on those initiatives. As incoming majority owners, we will need to rely on the knowledge and experience of existing key personnel and we feel strongly that maintaining a level of continuity will give the club a much better chance of success than material disruption.

We would like to add that we have been universally impressed by the people we have met during our dealings with the club to date. From board level right the way through the organization, including the Dale Trust, we have found nothing but welcoming, highly professional and thoroughly committed people, all of whom care deeply about the club and its survival.

Notwithstanding the above and our desire for continuity, we intend to bring additional expertise to the board over time in areas where we feel it is most needed.

All shareholders will be contacted on Monday 22 April with further information about their pre-emption rights.