Purchase of Salvation Army Building

We are attempting to purchase an  ex-Salvation Army citadel (see https://www.realla.co.uk/details/17887024 ) in Hammersmith and to convert it into a Mind Sports Centre. The purchase price is £1.76M. The Board agreed in principal, subject to Member Agreement, to invest £400,000 in the building; the Members of the Foundation provided this approval at an Extraordinary General Meeting on 13 September.

Here are various  documents associated with this purchase:

  • Letter from the Board to members (dated September 2020). This was discussed at the Foundation's EGM on 13 September.
  • Note from David Parry from the Bridge community. This was also discussed at the Foundation's EGM on 13 September.
  • Floor plans of the existing building.

(17 October update) The purchase - if the offer is accepted - will be made by a new Company, MindSports Property Ltd; (MPL): the Foundation has nominated one of its Directors (this is Toby Manning). The Foundation will invest £300k in MPL: to avoid a potential tax bill of £20k the Foundation will donate a further £100k to the London Go Centre which will then invest this money in MSPL. 

(6 November Update) Our offer of £1.76M has beeen accepted and, provided a surey does not identify any significant issues, the purchase should be completed in December.

Because the donation to the LGC involves the permanent disposal of a significnt proportion of the Foundation's assets, the Directors consulted with its Members to seek their informal consent to it (there was insufficient time for a formal Extraordinary General Meeting.

  • Consultation Document. 

Members' responses (some of which have been edited) are as follows:-

Paul Smith: The directors should go ahead with the £100k donation to LGC as planned. As for the money left after the purchase, there should be at some point an AGM/EGM discussion before any final decision is made. Answer: We agree

Jonathan Turner: For the record, I formally confirm my support for this proposal to donate £100k to the LGC for the reasons outlined.

Jon Diamond: Have we discussed with the vendor placing a lien on the shares into the solicitor’s account, rather than cash? Answer: No.It might be possible - but of course the tax liabilities would not go away.

Jon Diamond: Do we need to donate as much as £100k into the LGC to avoid the corporation tax? Answer: No .We have an option to retain the rump of £60k (i.e. what is left over after investing in the building) in investments with the largest gains, which would reduce the amount we would need to donate to avoid tax to about £70k, but this would still leave us with a potential tax liability when we  eventually dispose of these assets. We believe it best to eliminate the entire tax liability now.

Mohammed Amin: I have no objection to the course of action which the board is planning.

Colin McLennan: The process of donating the money irrevocably to the London Go Centre for later use as our contribution to the purchase of the building seems rather convoluted, but the letter explains quite well why this is necessary, and I am inclined to accept the explanation. If all this comes off, the prize of a physical location for the London Go Centre, albeit shared with other mind sports, is a rich one.  I am sure it is one which T Mark Hall would have wanted.  We must expect to have to take some risks along the way. Perhaps this would be the time for the TMHF to take up the option of nominating a trustee of the London Go Centre.

Harry Fearnley: I strongly approve of the proposal for the TMHF to donate £100k to the LGC,  I ask that the TMHF Board actively consider transferring at least a further £300k (perhaps as shares in NewCo) -- preferably all TMHF assets -- to the LGC once the purchase is complete.  I understand that there might be (probably) minor changes needed to either/both the TMHF, and LGC, for this to happen

As all the responses were positive the Board has made the donation of £100k to the LGC.