Worcester & Wasps

Statement re Worcester Warriors Acquisition

15 12 22

Atlas Worcester Warriors RFC Limited are now actively progressing with the Administrators the acquisition of the land, stadium, and club assets of WRFC Trading in Administration. We do not see any major commercial or legal issues arising and we will now rapidly progress the transaction with the Administrators. We would like to thank Julie Palmer and her team for a positive and collaborative approach with what is an extremely complex process.

Notwithstanding the fact that we are moving forward with the transaction, it has become apparent to us that despite producing detailed financial evidence to the RFU (the RFU have not required any further financial information since last Friday 9th December) and having received clear indications that the RFU were satisfied on the financial due-diligence aspects of Atlas insofar as they proceeded to issue a draft Agreement to Atlas, the RFU are now seeking to impose onerous operational conditions, commercial restrictions and barriers that would prevent our admittance to and participation in the RFU Championship for the 2023/24 season and seeking to rely on a lack of "financial due-diligence", which in our view is patently untrue. We would invite the select committee currently investigating this process to have access to all of our correspondence with the RFU relating to

this matter and we will happily provide evidence and oral testimony for the select committee regarding the steps that the RFU have taken in this matter.

Since entering into exclusivity with the Administrators, we have sought to work collaboratively with the RFU with a view to Worcester Warriors re-entering the Championship for the 2023/24 season. Unfortunately, it has not been possible to reach a market or institutionally acceptable, commercially viable proposition with the RFU. The position being taken by the RFU gives, in our view, too much control and oversight to the RFU and such control and oversight is over and above what we consider is reasonable and appropriate in the circumstances.

Unfortunately, in our view, the RFU are currently refusing to accept our reasonable and sustainable position and the RFU are instead seeking, in our view, to apply stringent oversights and conditions on us which are disproportionate, and contain the following onerous terms:

⚫ obligations that Atlas are in Special Measures (conditions that apply to insolvent clubs under the RFU regulations). This is illogical in circumstances where we are a fully funded new unconnected entity to the previous club.

We have provided a sustainable business plan to the RFU and provided a high level of financial due diligence to evidence our ability to meet our obligations both on and off the Rugby field;

⚫ conditions that give a non-governmental sporting body approval right over our strategic business plan, material contracts and the ability to raise, secure and use funding whether this relates to our Rugby commercial

activities or otherwise; and ⚫ extensive information rights, observational rights and access rights to board meetings and information, even when such information does not relate to Rugby matters. (A point we have been willing to accept on an observation only basis).

The above headline issues are provisions that are not only operationally restrictive, but they are oppressive and raise the spectre of shadow directorship on the part of the RFU. The above obligations in particular points 1 and 2 would make simple operational tasks extremely difficult and burdensome for us to operate a Championship rugby team and a Women's Allianz Premiership team.

We appreciate that the RFU are now seeking to scrutinise the position of new owners, as is their obligation to do so. However, in our view it is unacceptable to punish those looking to satisfy creditors, community, fans and staff for the mistakes of others in circumstances where we have evidenced to the RFU a strong management team, a detailed business plan and evidence of funding and sustainability.

Unfortunately, for Rugby to be viable at Worcester, we cannot accept terms that are excessive, unreasonable, and unworkable and which would hinder any commercial business that is needed to support elite Men's and

Women's rugby.

As a result, should the RFU not find the flexibility to remove the over-onerous terms they are seeking to impose on Atlas, we will have no alternative but to conclude the deal with Begbies without the approval of the RFU and without returning elite-level Rugby to Worcester.

To Worcester fans and commercial partners, we repeat our commitment to returning elite Men's and Women's rugby to Worcester and having this at the forefront of our business. We hope that the RFU take a commercial and less onerous approach going forward and will work with us to seek a pragmatic, commercial and sensible solution that works for all parties.

Atlas Worcester Warriors RFC Consortium