What could happen to Chelsea if Roman Abramovich was sanctioned before he sells the club?
https://theathletic.com/3151463/2022/03/04/what-could-happen-to-Chelsea-if-roman-abramovich-was-sanctioned-before-he-sells-it/
Chelsea are up for sale. Public confirmation came on Wednesday evening that Roman Abramovich is ready to listen to offers for the club he has bankrolled for almost 19 years. The transfer of ownership will not be fast-tracked. It will follow due process. While there is intense regret that it has come to this, the oligarch’s was a decision made, he insisted, “with the club’s best interest at heart”.
Yet, behind the scenes, there is a sense of urgency. The talk away from the public utterances was of concrete offers already received – and presumably deemed unacceptable – and the setting of Friday deadlines for further bids, as well as feelers being put out around the globe to unearth prospective buyers for the current European and world champions.
The assumption was that this apparent sudden need to sell was born of an anticipation that Abramovich is to be placed on the United Kingdom government’s sanctions list. After all, the clamour for action against “Moscow-on-Thames” has grown as the Russian invasion of Ukraine intensifies. The topic has been aired regularly in the House of Commons by MPs invoking parliamentary privilege. The leader of the opposition, Sir Keir Starmer, opened Prime Minister’s Questions by referencing Chelsea’s owner on Wednesday. So too had a distraught Ukrainian journalist when confronting Boris Johnson at a press briefing in Warsaw earlier in the week.
Those close to the oligarch insist they do not expect Abramovich to be placed on the sanctions list. They suggest he has done nothing to justify such action and is merely a successful businessman removed from politics. It remains to be seen, too, whether the UK’s Foreign Office and National Crime Agency would be able to prove links to Vladimir Putin’s regime to justify freezing his British-based assets. As yet no one, from the United States to the European Union, has moved to name the 55-year-old as a designated individual on their Consolidated List of financial sanctions targets. They would not want to risk losing a legal challenge once sanctions have been imposed.
But while a sale of Chelsea has not been concluded — and that process would usually be protracted, not least until the Premier League have conducted their owners’ and directors’ tests on the incoming incumbents — then that threat is always there. It has not receded just because the club’s owner since 2003 has indicated he is willing to part with the club.
So, while acknowledging there are issues far more significant ongoing in Ukraine at present, what would happen to Chelsea if the UK government did place him on the sanctions list before Abramovich could smooth their sale?
Attempting to answer that question comes with plenty of caveats. This is uncharted territory. Sanctions tend to be brought against entities connected to big industrial companies or banks. In this case, they would be brought against the owner of an elite-level football club. There are so many hypotheticals involved. There are political and practical considerations that would have to be taken into account. The situation in Ukraine is fast-moving and volatile. It is simply impossible to say definitively how the scenario would play out if the government, with pressure mounting on all sides, feels compelled to act.
But, when it comes to sanctions, there are some common repercussions. There would clearly be significant uncertainty surrounding any designated individual whose name is thrust on to the Consolidated List. Banks and other businesses would think carefully before attempting to conduct transactions that may have any connection with one of these individuals. A significant degree of disruption would be inevitable even if, as has been suggested in some quarters, the government drew up a contingency plan aimed at protecting the future of the club as a community asset in that corner of London. Regardless, the damage inflicted could still be far-reaching.
As one expert in this field suggested, “Sanctions are designed to make life really, really uncomfortable for a long period of time. That’s why they are effective.”
So what happens when sanctions are imposed?
In the United Kingdom, HM Treasury implements and enforces financial sanctions under the Sanctions and Anti-Money Laundering Act 2018 and through its Office of Financial Sanctions (OFSI), who monitor compliance, assess any suspected breaches and help companies and individuals understand their financial sanctions obligations. The name of the designated individual is recorded with as much supporting information as possible, from a date of birth to a passport number to ensure the right person is being targeted, on the Consolidated List of financial sanctions targets.
The OFSI’s aim is to freeze the British assets of a designated individual, barring them access to banking services. Critically, an asset freeze and some financial services restrictions will apply to entities — defined in the OFSI’s general guidance as “a body of persons corporate or unincorporated, or any organisation or association of combination of persons” — owned or controlled, directly or indirectly, by a designated person. Those companies or organisations may not be named on the list in their own right, but are similarly subject to financial sanctions.
Likewise, the rules are geared towards ensuring a designated individual is unable to evade restrictions by using front companies which may not have any obvious connection to them, but are clearly still operating on their behalf.
In Chelsea’s case, Abramovich moved over the weekend to place the club in the stewardship and care of the trustees of the Chelsea Foundation, as indicated in the statement released on his behalf on Saturday night, but that quickly ran into issues. Even under that plan, the internal structure of the club was not going to be changed. He remains the owner and is still in control. In that context, it would appear that any sanctions that might be applied to the oligarch would, in turn, also be applied to Chelsea as a UK-based asset.
As one lawyer put it, “If Abramovich is put on the list, then having the club being run by the trustees would make no difference whatsoever. If that was enough to get round sanctions, no sanctions would be effective. Ever.”
But what does ‘assets frozen’ actually mean in this context?
Initially, sanctions would not mean the confiscation of any assets. The intention instead would be to prevent a designated individual from transacting in any way, ensuring they cannot make or receive payments. They would be barred access to his or her accounts in a similar way to when someone forgets their PIN number, or enters the code erroneously a number of times. Any subsequent attempt to access the account prompts a “Please speak to your branch” message. This is essentially the same, just on a grander scale. All transactions would be blocked and frozen.
There are a few exceptions made, for things like the designated individual’s general living costs and legal fees. But, for the club, there would be potentially crippling knock-on effects. One expert in this field say the sanctions “hit the main target, but they cause a lot of collateral damage, however smart policy makers say they are”.
So how does it work in practice?
The OFSI may oversee the process, but it is the banks who put it into effect. They are made aware of updates to the Consolidated List and must then check whether they are providing banking services to any designated individual, or to a family member or affiliate, or a company in which they hold — directly or indirectly — a controlling interest or boast the right to appoint or remove a majority of the board of directors. They would then freeze all the assets of all those they identify, blocking any transactions and reporting any attempts to access those accounts to the OFSI.
The onus is on the banks to conduct exhaustive due diligence on any individual or company connected with a designated individual. They will scrutinise the whole financial supply chain for any payment or transaction and ask themselves: ‘Who is the ultimate beneficial owner of the company who is making or receiving this payment?’ If that ultimate beneficial owner is on the Consolidated List of financial sanctions targets, that payment will be refused.
The sanctions regime in the UK is relatively new and have only issued six fines for sanctions violations to date. Yet banks will be wary of allowing payments to designated individuals to slip through the net after witnessing how the authorities in the United States pursued the likes of BNP Paribas, France’s biggest bank, over previous sanctions violations.
In 2014, BNP agreed to a record $9 billion (£5.1 billion) settlement with US prosecutors over allegations of sanctions violations. As part of that deal, the bank pleaded guilty to two criminal charges of breaking US sanctions against trade with Sudan, Iran and Cuba. Fines can be hefty.
What happens if a sanction is breached?
To return to that OFSI general guidance, if funds “are made available (directly or indirectly) to a designated person, or economic resources are made available (directly or indirectly) that would likely be exchanged, or used in exchange, for funds, goods, or services, this may constitute a criminal offence”. Likewise, if funds or economic resources are made available for the benefit of a designated person “and they obtain, or are able to obtain, a ‘significant financial benefit’”, that may also be deemed to be a criminal offence. In other words, every transaction is effectively banned.
So, if the accounts were frozen, how would that affect Chelsea? Would they suddenly be unable to spend money in the transfer market?
Scouring the market for the next high-profile striker or, given the current contractual status of a few players across the back line, that new defence would be the least of their concerns.
There is the possibility Chelsea have fulfilled all payments due on incoming transfer fees. The Athletic understands that the £97.5 million paid to Inter Milan for Romelu Lukaku last summer was paid up front. Yet whether similar arrangements covered all the deals during the £222.2 million splurge in the market over the 2020-21 campaign is not known. There has to be the possibility instalments are still due to complete the deals with Bayer Leverkusen (for Kai Havertz), Rennes (for Edouard Mendy) and RB Leipzig (for Timo Werner). But, if any commitments are still outstanding, how could they be fulfilled if the club’s accounts are frozen?
On the other side, Chelsea will most likely be owed money by other clubs relating to previous transfers — they raised over £100 million in player sales in the summer window — and yet they could not technically receive any incoming instalments, either. There are implications here for football’s transfer market that the game’s governing bodies would presumably have to address.
But, beyond the transfer market, the more pressing issues would be more mundane: the nitty-gritty that allows the club to function day to day.
Can they pay their utilities bills, whether at Stamford Bridge or at their Cobham training ground? Can they pay for policing on match days, and secure a safety certificate to stage a game? If the club cannot receive money, could a supporter actually even buy a ticket to attend a fixture? After all, accepting a payment from a fan to gain entry into the stadium might be considered a sanction violation. Likewise, could they receive prize money for their league placing or any silverware secured?
Would sponsors reconsider their relationships with Chelsea? Everton have suspended their sponsorship agreements with USM, Megafon and Yota given their ties with Alisher Usmanov, who has been placed under sanction by the European Union given his close ties with Putin. Might commercial sponsors look to walk away from Chelsea if action was taken against Abramovich? They would almost certainly have routine clauses written into their sponsorship agreements allowing them to do so in such circumstances which damage the reputation of their brand.
And what about fulfilling payroll?
The club’s last published accounts revealed their annual wage bill had risen 17.5 per cent to £333 million, a figure admittedly bloated with incentive payments and bonuses to players linked to their success in winning the Champions League in 2021. Meeting those costs — whether due to players, medical and backroom staff, administrative personnel, groundspeople, the staff down at the club’s training complex or club shop, even the part-time match-day stewards at Stamford Bridge — would suddenly become a huge issue at a business which boasts a turnover of £434.9 million and employs around 800 people.
Are there not exemptions?
Yes. There are mechanisms by which applications can be made for exemptions, other than the living costs mentioned above. Licences can be granted to “allow otherwise prohibited transactions and prohibited activity to take place in some circumstances”. The OFSI guidelines list “payment of remuneration, allowances or pensions of employees” under “basic needs”. Chelsea could effectively apply to OFSI and argue they need to be able to pay their staff on the ground in the UK if they are to continue as a function. A failure to do so would see the value of the business plummet, a factor the state may take into account if there is a possibility they might sequester the asset, rather than merely freeze its accounts, at some point in the future.
That wish could be granted even if, at face value, it risks rather defeating the whole purpose of the sanctions. Alternatively OFSI, through its licensing, might allow basic payments to be made to players, backroom teams and match-day staff and use the club’s existing income streams — match-day and sponsorship revenues, assuming the latter is not overly affected — to allow the business to function day to day, preserve jobs and retain the value of the asset. In that scenario, should they eventually decide to seize the club, it would still have value to be realised.
Given that the club would effectively be a designated entity (because it is owned by an individual on the sanctions list), it would not be able to receive a new injection of funding from outside even if a licence is granted to fulfil payroll. To that end, it would become a cash business.
Yet, if that was the case and the payment could still be met by the club’s existing cash reserves, it seems likely that there may well be disruption to endure first. The kneejerk reaction in the wake of an individual appearing on the Consolidated List tends to be for all parties, and the banks in particular, to take stock while they conduct that due diligence. The fines can be so heavy that they do not want to be proven to have made a payment that should not have been processed. So there may be delays while the extensive checks are conducted.
Could Abramovich sell the club if he has been sanctioned?
The process would be considerably more complicated to the extent that the Premier League’s chief executive, Richard Masters, suggested on Thursday that he did “not think that would work”. Yet it might, technically, be possible.
Some have suggested the money raised would most likely be held in a suspended or frozen account, even if the oligarch intends to set up a charitable foundation to spend the net profits of any sale “for the benefit of all victims of the war in Ukraine”. Does the government take that into account if sanctions are imposed, smoothing a sale and allowing the club to continue operating in the meantime?
Others have pointed out that the latest accounts for Chelsea’s parent company, Fordstam, show a debt of £1.514 billion is owed to Camberley International Investments (CII), a company registered in the British Virgin Islands. So could a third party purchase CII from the owner, almost certainly Abramovich, even if he has been named on the Consolidated List as it is not based in the UK? Or would the UK government feel compelled to intervene given that both Fordstam and Chelsea are British companies?
We are entrenched in the realms of hypotheticals. Will any sanctions be forthcoming? Will a sale be achieved before that potential move is instigated by the government? The mood expressed in the House of Commons on Wednesday may seem intent upon action, but this situation remains horribly fluid and unpredictable.
Chelsea may be up for sale, but they remain a club caught in the eye of the storm.
