CHAPTER 2

THE NEW OWNERS

The deal that changed everything

On 28 September 2018, Worcester Warriors changed hands.

For supporters, the announcement was largely positive.

After almost a year on the market, Worcester had found new owners. The club would remain at Sixways. The incoming group promised investment and spoke of building Worcester into an established force in the Premiership.

The names attached to the takeover were Jed McCrory, Errol Pope, Dave Seymour and Scott Priestnall.

Contemporary reports described them as a four-man consortium led by McCrory and Pope, with a commitment to invest millions in the club and keep it at Sixways. [1]

But beneath that public announcement was a more complicated corporate story.

And it is that story we need to understand.

Because the question is not simply:

Who were the new owners?

It is:

Who actually acquired Worcester Warriors, through which company, who controlled that company, and how did control change during the months immediately following the takeover?

The answers are important.

THE ACQUISITION VEHICLE

The company at the centre of the transaction was Militibus Quanco Limited, company number 11217381.

It was incorporated on 21 February 2018, several months before the Warriors changed hands.

The original director was Gerard McCrory.

The later administrators' reconstruction of the transaction states that McCrory and Michael Blood approached the purchase of the Warriors through this newly incorporated company.

That is a significant piece of evidence because it gives us the legal vehicle through which the acquisition was structured rather than simply the names used in the public announcement. [2]

Militibus was therefore not a company created after the takeover.

It was established before the takeover.

And its existence places an important piece of the jigsaw on the table.

Gerard McCrory
|
Militibus Quanco Ltd
No. 11217381
|
WRFC Trading Ltd
|
Worcester Warriors

At this stage, however, we need to be careful.

The existence of Militibus does not by itself tell us who ultimately intended to own Worcester or what the final ownership percentages would be.

Those questions emerge from what happened next.

THE £2 MILLION PROBLEM

The administrators' later reconstruction records that the purchasers required an additional £2 million to complete the acquisition.

An offer to provide that funding came from Colin Goldring and Jason Whittingham.

The price was not simply a loan.

According to the administrators' account, Goldring and Whittingham provided the £2 million in exchange for 50% of the shares in Militibus Quanco.

The transaction therefore changed the ownership picture before completion.

What had begun with McCrory and Blood's acquisition vehicle now had Goldring and Whittingham holding half of that vehicle.

And on 28 September 2018, the sale completed. [2]

That is one of the most important facts in this chapter.

The public story was a consortium acquiring Worcester Warriors.

The corporate story was more precise:

Militibus Quanco was the acquisition vehicle.

McCrory and Blood were initially behind that vehicle.

Goldring and Whittingham supplied the additional £2 million in return for 50% of it.

The purchase completed on 28 September 2018.

WHAT WAS ACTUALLY PAID?

There is another number which immediately attracts attention.

£1

The administrators' reconstruction records that the payment due on completion for the shares was £1.

That figure needs to be handled very carefully.

It does not mean that the new owners acquired the entire Worcester Warriors operation for £1 in the ordinary sense of the phrase.

The transaction also involved undertakings concerning liabilities.

Most importantly, the purchaser undertook to pay £6.5 million owed by WRFC Trading to Sixways Holdings, the previous parent company.

There was also an undertaking concerning the £500,000 Duckworth Worcestershire Trust loan. [2]

So the headline figure of £1 cannot sensibly be presented on its own as the cost of acquiring Worcester Warriors.

The transaction involved a much broader package of obligations.

That is why the wording matters.

It was:

£1 payment on completion

plus

specified undertakings concerning existing liabilities.

Those are not the same thing as saying that the club was simply “bought for £1”.

THE FOUR NAMES

The public announcement created a second layer to the story.

The new consortium was presented as comprising four men:

Errol Pope

A financier and businessman described at the time as the financial backer of the consortium.

Jed McCrory

Former chairman of Swindon Town and the man who led the acquisition vehicle.

Dave Seymour

A former professional rugby player who had played for Sale Sharks and Saracens.

Scott Priestnall

A businessman and financial consultant.

Contemporary reporting described the consortium as being led by Pope and McCrory and said that the group intended to invest millions in Worcester and keep the club at Sixways. [1]

That was the public face of the new ownership.

But it is important not to confuse membership of a consortium with the legal ownership of the operating company.

The evidence available to us tells us that Militibus Quanco was the purchasing vehicle.

That distinction will become increasingly important.

THE FIRST CHANGE

The new ownership did not remain in its original form for long.

Companies House records show that Gerard McCrory and Michael Blood were appointed directors of WRFC Trading on 28 September 2018, the date of completion.

McCrory was therefore not simply the public face of the consortium.

He became a director of the company operating Worcester Warriors.

Then came another change.

Jason Whittingham and Colin Goldring were appointed directors of WRFC Trading on 17 October 2018. [3]

That was less than three weeks after completion.

The change was significant.

The men who had provided the £2 million required to complete the acquisition were now formally inside the operating company.

And the corporate structure was beginning to change.

FROM McCRORY TO
GOLDRING AND WHITTINGHAM

By June 2019, the transition was complete.

Companies House records show that Gerard McCrory's directorship ended on 11 June 2019.

Michael Blood's company-secretarial role also ended at that time.

Goldring and Whittingham remained.

The administrators later recorded that the relationship between the parties had become untenable and that Goldring and Whittingham purchased McCrory and Blood's interest in the company. [2]

The two men who had entered the transaction by providing the additional funding had therefore moved from being financial participants in the acquisition to becoming the dominant figures in the ownership.

This is the point at which the Worcester Warriors story begins to take on a very different shape.

The consortium announced in 2018 was no longer the same group.

Jed McCrory was leaving.

Michael Blood was leaving.

Colin Goldring and Jason Whittingham were staying.

And the corporate structure around the Warriors was about to become considerably more complicated.

BOND GROUP

There is another company which requires particular attention.

Bond Group Investments Limited, company number 11153927, was incorporated on 17 January 2018.

Companies House records show Jason Whittingham and Colin Goldring as its directors from the date of incorporation. [4]

That is significant because Bond Group Investments existed before the Worcester Warriors takeover.

It was not created as a consequence of the September 2018 purchase.

Whittingham and Goldring were also connected with another company:

Bond Group Sixways Limited, incorporated on 22 June 2018.

Jason Whittingham was appointed its director on the date of incorporation. [5]

The timing deserves attention.

Bond Group Investments: - 17 January 2018

Militibus Quanco: - 21 February 2018

Bond Group Sixways: - 22 June 2018

Worcester Warriors acquisition: - 28 September 2018

These dates do not, by themselves, prove what the ultimate plan was.

They do, however, establish that companies associated with Whittingham and Goldring existed months before they formally joined the board of WRFC Trading.

That is a fact.

What those companies were intended to do at that stage is a separate question.

And we will not answer that question by speculation.

THE CORPORATE STRUCTURE
BEGINS TO CHANGE

The emerging structure can now be represented more accurately.

Gerard McCrory
|
Michael Blood
|
Militibus Quanco Ltd
No. 11217381
|
WRFC Trading Ltd
|
Worcester Warriors

_______________________________________________________________

Colin Goldring & Jason Whitingham
|
£2m Funding
|
50% ofMilitibus Quanco Ltd
No. 11217381

__________________________________________________________

Seperate Companies associated with
Goldring and Whittingham
|
Bond Group Investments Ltd.
Bond Group Sixways Ltd.

The diagram deliberately does not claim that Bond Group Sixways was already the parent of the Warriors on 28 September 2018.

That would be going beyond the evidence.

The important fact is that it existed before the acquisition and was associated with Whittingham.

The eventual corporate relationship came later.

THE SIXWAYS PROPERTY QUESTION

There was another development which would prove enormously important.

The Warriors' operating company had historically been associated with the Sixways site.

But following the 2018 transaction, the property structure changed.

A new company appeared:

MQ Property Co Limited
Company number 11472994.

It was incorporated in July 2018.

Gerard McCrory became a director in July 2018, before the Warriors takeover was completed, and Jason Whittingham and Colin Goldring became directors on 16 November 2018. [6]

This company would become central to the ownership of the Sixways property.

The later accounts and investigations show that the freehold and the long leasehold interests were separated through a complex series of transactions involving MQ Property and a connected trustee structure.

We need to slow down here.

This is not simply a story about somebody “taking Sixways away”.

The legal structure is more complicated than that.

The transaction involved:

the freehold

a 999-year lease

a 175-year lease

WRFC Trading

MQ Property

Link Corporate Trustees

and external finance.

The exact mechanics belong partly in Chapter 3, where we will examine Sixways as a property asset in its own right.

But the important point for Chapter 2 is that 

the property structure began changing almost immediately after the new ownership arrived.

THE 2018 TRANSACTION IN CONTEXT

It is worth stepping back for a moment.

The incoming owners were not taking over a company with a simple balance sheet.

They inherited a business with substantial liabilities.

They also inherited a major physical asset.

And they acquired an interest in Premiership Rugby through the P Share.

The transaction therefore involved three distinct elements:

THE RUGBY BUSINESS

WRFC Trading and the operation of Worcester Warriors.

THE PROPERTY

Sixways and the surrounding land.

THE PREMIERSHIP ASSET

The P Share and its associated rights.

The ownership and financing arrangements surrounding those three elements would not remain static.

That is one of the central themes of this investigation.

THE FIRST YEAR

The first year of the new ownership produced an extraordinary financial development.

In March 2019, Worcester received £12,532,434.76 following further payments associated with the investment into Premiership Rugby by CVC Capital Partners.

The administrators later recorded that a large proportion of the money was used to pay “windfall agreements”. [2]

This is a significant transaction and deserves a chapter of its own treatment when we follow the money.

For now, the important point is that substantial new money entered the rugby company only months after the takeover.

And it provides another reason why we must not look at the September 2018 purchase in isolation.

The financial circumstances of the club were changing rapidly.

THE TRANSITION OF CONTROL

By June 2019, the first ownership arrangement had effectively disappeared.

McCrory and Blood were gone from the company's management.

Goldring and Whittingham were in control.

The corporate records then show the development of the structure around them.

Militibus Quanco remained the key company through which the Warriors' operating company was held.

Later, Militibus itself would be renamed Worcester Sport Limited.

And in June 2019, Bond Group Sixways Limited became the parent company controlling Militibus. [7]

That created a new hierarchy:

Bond Group Sixways Ltd.
|
Militibus Quanco Ltd
(Later Worcester Sport Ltd)
No. 11217381
|
WRFC Trading Ltd
|
Worcester Warriors

This is the corporate structure that will matter increasingly as the story progresses.

And it is important to recognise what has happened.

The company that bought Worcester was Militibus Quanco.

The company later sitting above it was Bond Group Sixways.

The operating company was WRFC Trading.

The people at the centre of the new structure were Colin Goldring and Jason Whittingham.

But the Sixways property interests were developing through a further company, MQ Property.

The corporate map was becoming more complicated.

WHAT DID THE NEW OWNERS ACTUALLY BUY?

This question sounds simple.

It isn't.

They acquired control of the company operating the Warriors.

That company had its rugby business.

It had liabilities.

It had contractual rights.

It had the Premiership P Share.

It had interests associated with Sixways.

But the subsequent restructuring of the Sixways property interests means that we cannot simply draw a line around Sixways and say:

“That belonged to Worcester Warriors throughout the entire period.”

The legal ownership of the various interests changed.

That is not a conclusion about motive.

It is a conclusion about corporate structure.

And it is why Chapter 3 must examine the property transactions separately and in detail.

THE QUESTIONS THAT REMAIN

At the end of this chapter, several important questions have emerged.

Why was Militibus Quanco created in February 2018?

What was the original agreement between McCrory, Blood and the existing owners?

Why was an additional £2 million required?

Why did Goldring and Whittingham provide that money in return for 50% of Militibus?

What was the precise ownership split after completion?

Why did McCrory and Blood leave less than nine months later?

How was their interest acquired by Goldring and Whittingham?

Why had Bond Group Investments been established in January 2018?

Why was Bond Group Sixways established in June 2018, three months before the Warriors takeover?

And how did those companies ultimately become part of the ownership structure?

These are legitimate questions.

But they are not accusations.

Where the documentary evidence gives us an answer, we will give it.

Where it does not, the question remains open.

WHAT WE KNOW

We can establish the following with a high degree of confidence from the documentary record.

Militibus Quanco Limited was incorporated on 21 February 2018.

Gerard McCrory was its original director.

The administrators later recorded that McCrory and Michael Blood pursued the Worcester acquisition through Militibus.

The purchasers required an additional £2 million to complete the transaction.

Colin Goldring and Jason Whittingham provided that funding in exchange for 50% of Militibus.

The sale completed on 28 September 2018.

The completion payment recorded by the administrators was £1, alongside specified undertakings concerning liabilities.

McCrory and Blood became directors of WRFC Trading on completion.

Goldring and Whittingham joined the WRFC Trading board on 17 October 2018.

Bond Group Investments had been incorporated in January 2018, with Goldring and Whittingham as directors.

Bond Group Sixways was incorporated in June 2018, with Whittingham as director.

McCrory and Blood left the Warriors' corporate structure in June 2019.

Bond Group Sixways subsequently became the parent of Militibus.

Militibus was later renamed Worcester Sport Limited.

WHAT WE DO NOT YET KNOW

We do not yet have sufficient evidence to state why every company was created when it was.

We do not assume that the existence of Bond Group Sixways before the Warriors takeover proves that Whittingham had already planned to acquire the club.

We do not infer the precise beneficial ownership of every company merely from directorships.

We do not describe the Sixways restructuring as asset stripping.

We do not assume that the £1 completion payment represented the total economic consideration for the transaction.

And we do not suggest that any of the transactions described in this chapter were improper simply because they were complicated.

The evidence establishes the structure.

The reasons behind every part of that structure will require further evidence.

THE NEW ERA

On the evening of 28 September 2018, Worcester Warriors had new owners.

The supporters could look forward.

The club remained at Sixways.

There was talk of investment.

There was talk of stability.

There was talk of building something for the future.

But beneath the optimism, the legal architecture of the club was already changing.

A new acquisition company had taken control.

A £2 million investment had altered its ownership.

New directors were arriving.

Other directors were leaving.

New property companies were appearing.

And the Sixways structure was beginning to separate into different legal interests.

At the time, none of that would have meant much to the average supporter walking through the turnstiles.

They were interested in rugby.

They wanted to see Worcester compete.

They wanted to believe the club had finally found the owners who could take it forward.

But the corporate structure was becoming every bit as important as what happened on the pitch.

Because over the next four years, the story would increasingly be about which company owned what, who owed whom money, what security had been granted, where the assets sat — and who ultimately controlled them.

The next chapter takes us away from the boardroom and onto the land itself.

Because if we are going to understand what happened to Worcester Warriors, we first have to understand Sixways.

CHAPTER 3 — SIXWAYS: THE PROPERTY