There was an agreement that if either side wanted out the other side had first option or had to agree to the new buyer.
That's why it took so long to come up with WIN as the new owners of the last half of Steelers share. St George Leagues wanted to buy taking them to 75% ownership to WINs 25%. The NRL did not approve it (and I don’t think the Steelers were happy with it) and it eventually went to WIN.
That is not true.
The St George Leagues club was more than willing to buy 100% of the club and had the available finances to do so.
The 75% comes from the fact that Illawarra had already sold half of their shares in Joint Venture to WIN previously. In 2006 Win bought half of the Steelers share of the Joint Venture.
When the Steelers were in financial difficulties St George offered to buy both WIN's share of the JV and the Steelers' share of the JV. WIN did not want to sell their shares, so the St George leagues club made an offer for 75% of the club, as only 25% was available for sale in addition to the 50% it already owned. It was neither their preferred option, nor was it their original offer which was to buy the whole club.
"
There was an agreement that if either side wanted out the other side had first option or had to agree to the new buyer."
This is not something unique or special to the Joint Venture Company, it is a commonplace clause in the articles for propriety companies (
companies not not listed on stock exchange). It simply means that if Illawarra wanted to sell their shares, they could not exclude St George Leagues from the bid process.
It did not give St George Leagues club an exclusive right to buy the shares uncontested and did not even guarantee them the right if their bid was highest (which it was). In reality the practical purpose of that clause, is it means a new co-owner cannot be introduced as a surprise and St George has to be given right to bid.
In 2006 St George Leagues Club offered more than WIN and the Steelers sold 25% to WIN and in the 2016-2018 debacle, St George Leagues offered more than WIN and the Steelers sold the remaining 25% to WIN
The NRL did not care whether St George Leagues Club or WIN Corporation bought the Steelers' remaining 25%.
The main concern the NRL has with ownership is making sure that the new ownership structure is solvent (
so they do not have to bail them out) and that they are an appropriate owner.
The NRL did not get in the way of St George Leagues Club buying the Steelers' 25% in the 2016-2018 period, their involvement was purely in an oversight capacity to ensure there were no salary cap, solvency or inappropriate ownership implications.
The reason WIN got decided as owner was because the Illawarra Board made it clear that was the only organisation they would sell to.
St George Leagues club which was effectively paying the debt of the Steelers either acquiesced to WIN as 50% owners and the interest liability disappeared or they had to wait out the Steelers until they went bankrupt as the Steelers made it clear they would not sell to anyone but WIN.
Waiting for Steelers to go bankrupt would have taken years, it could potentially have put the Joint Venture into Administration and ultimately WIN could have come out owning the whole club. Unlikely but not impossible.
WIN do not want to sell, because that would realise a taxable capital gain payable in Australia which for a company headquartered in a tax haven of Bahamas is not preferred. Plus the losses from the Dragons JV would not longer be available to offset their Australian Income from WIN Corp so they would pay more tax.
Remember much of the share ownership was done via balance sheet transactions cancelling debt that Steelers owed WIN, so buying the 50% of the club cost them very little cash and was effectively a balance sheet adjustment.
The Steelers have lumbered us with an owner who has a direct financial interest in our club remaining a loss making enterprise and who wants to spend as little cash as possible since most of their cash is offshore in the Bahamas.
We got lumbered with WIN because of the Steelers. The St George Leagues Club was willing and financially able to buy 100% of the club at the time and remains able to do so at present; the only obstacle is WIN, who do not want to pay the tax bill that would come with the sale.