Board Statement 11/01/2022

Revised investment in Dunfermline Athletic FC by DAFC Fussball GmbH

DAFC are delighted to announce the details of the revised format of the second tranche of the investment in Dunfermline Athletic FC (“DAFC” and “the Club”)) by DAFC Fussball GmbH (“GmbH”). That second investment was made yesterday, following the announcement made by our club Chairman at the Supporters Meeting, held at East End Park on 24 November 2021.

To reiterate, GmbH acquired a 30% shareholding in the Club in September 2020 and had the option to invest a further sum and thereby increase its stake to 75.1%. In July of 2021, to provide the Club with the certainty it needed to allow it to enter into the lease of the site at Rosyth, where its new training facility will be created, GmbH gave an undertaking to exercise that option no later than 31 December 2021.

Since then, DAFC Chairman, Ross McArthur intimated that he intends to resign from the DAFC Board at the end of this current season. It was a condition of the original second tranche investment that all DAFC Directors continued in their existing roles. In addition, due to the ongoing travel restrictions, the GmbH representatives on DAFC’s Board have not been able to spend as much time here in Scotland as they wished.

Nevertheless, it is to GmbH’s great credit that they remained keen to provide the further investment capital but now prefer, at this stage, to do that without immediately acquiring control of the Club. In reaching that conclusion, GmbH felt that, as a club focused on its local community, it was important that the entity controlling the Club should be properly represented locally, certainly for so long as the current restrictions are in place. A new Chief Executive will also take on the very many executive duties previously carried out by Ross.

Accordingly, it has been agreed that the option agreement referred to above be cancelled. Instead, GmbH has provided new capital to DAFC, for a sum greater than that provided for in the option agreement, by way of a Convertible Loan Note (“the CLN”). The key terms of the CLN are as follows:

▪️it is interest-free;
▪️it is unsecured;
▪️at any time within five years of issue, it can be converted into new shares in DAFC so as to increase GmbH’s stake in DAFC to 80%; and
▪️if it has not been converted into new DAFC shares within five years, DAFC can redeem the Convertible Loan Note by issuing that same number of new shares to GmbH.

The revised investment arrangement means that Pars United CIC Ltd (“PUCIC”) shareholding in DAFC (currently 66.22%) will continue to give PUCIC control of DAFC until such time as the CLN is converted. It follows that the PUCIC Board will continue to act as a supervisory board of DAFC until that time.

The DAFC Board unanimously supports the revised terms and structure of the investment, and wish to acknowledge the continued support and trust of GmbH. The spirit of our discussions further demonstrates the goodwill of all parties. The PUCIC Board was, as before, kept fully appraised of the discussions leading up to the revised arrangement and was also unanimous in supporting it.

The generous investment terms offered by GmbH allowed the Club to enter into a long lease of the site at Rosyth and to commit to the costs of creating what will undoubtedly become a first-class training facility there. In the meantime, until such time as the CLN is converted into new shares, the Club will continue to be controlled by PUCIC.

This represents the culmination of 30 months work, and provides our club with an opportunity to create a game changing infrastructure moving forward, which through time will allow us to gain a competitive advantage over similar sized clubs. Work continues behind the scenes to move the project at Rosyth forward, in extremely challenging times, but in the meantime everyone’s efforts are focussed on securing our place in the SPFL Championship for next season.