Charles Bannerman

Extraordinary General Meeting - 3rd August.

30 posts in this topic

Posted (edited)

Last Saturday I received, as an ICT shareholder, notice of an Extraordinary General Meeting of the company on August 3rd. Three doses of paracetamol and four cups of strong coffee later, I concluded that the twin 200-odd word sentences of compressed legalese defining the agenda meant that 1) The Board wants to increase potential share capital to £5M. (According to the latest accounts, it is £3.9M, so that would imply asking permission for the release of 1.1M shares to the market); and 2) They are asking the current shareholders to waive their rights of pre-emption (ie "first shout") on any subsequent allotment (which appears to mean that they could then be sold to anyone the Board chooses).

I have been surprised at how little public reaction there has been to this, especially on here. I do know of a friend who has also received the same communication and it's clear from one of his earlier posts that Caleyboy has as well. On the other hand, this seems to have generated virtually no "talk of the steamie" and indeed as of this morning (Thur) I have become aware of a number of shareholders who apparently have no knowledge of this meeting. (Admittedly, the legalese is so intense that anyone could perhaps be forgiven for not realising what they had received!!)

Clearly this begs the question "Why?". Is the "major investor" that people have been speculating about for years now waiting in the wings, and these combined resolutions would clear the way for a major uptake? Or is this, despite the Manager having already made several signings, for team building, as the Chairman's covering letter appears to hint at? Or is there any link to the "conspiracy theory" which has been circulating that there was a considerable deficit from last season, which now may need covered retrospectively? Or is it to finance getting rid of the puddles in the pie queue? :smile:

 

Edited by Charles Bannerman
0

Share this post


Link to post
Share on other sites

It could be any of the things you mention (apart from getting rid of the puddle!) or it could be nothing.  It is very common even for companies with no immediate fundraising plans to pass these resolutions so that the board can, if they ever need or want to, allot shares and raise money quickly and easily.

-1

Share this post


Link to post
Share on other sites
53 minutes ago, Charles Bannerman said:

Last Saturday I received, as an ICT shareholder, notice of an Extraordinary General Meeting of the company on August 3rd. Three doses of paracetamol and four cups of strong coffee later, I concluded that the twin 200-odd word sentences of compressed legalese defining the agenda meant that 1) The Board wants to increase potential share capital to £5M. (According to the latest accounts, it is £3.9M, so that would imply asking permission for the release of 1.1M shares to the market); and 2) They are asking the current shareholders to waive their rights of pre-emption (ie "first shout") on any subsequent allotment (which appears to mean that they could then be sold to anyone the Board chooses).

I have been surprised at how little public reaction there has been to this, especially on here. I do know of a friend who has also received the same communication and it's clear from one of his earlier posts that Caleyboy has as well. On the other hand, this seems to have generated virtually no "talk of the steamie" and indeed as of this morning (Thur) I have become aware of a number of shareholders who apparently have no knowledge of this meeting. (Admittedly, the legalese is so intense that anyone could perhaps be forgiven for not realising what they had received!!)

Clearly this begs the question "Why?". Is the "major investor" that people have been speculating about for years now waiting in the wings, and these combined resolutions would clear the way for a major uptake? Or is this, despite the Manager having already made several signings, for team building, as the Chairman's covering letter appears to hint at? Or is there any link to the "conspiracy theory" which has been circulating that there was a considerable deficit from last season, which now may need covered retrospectively? Or is it to finance getting rid of the puddles in the pie queue? :smile:

 

only mention I have seen was Caleyboy's comment about it being on the headed paper he didnt like ... no notification received here and any shareholder stuff I get sent normally arrives within 3-4 days of postage. 

0

Share this post


Link to post
Share on other sites

Maybe to raise money to repay loans or as CB says to cover losses or just maybe to attract investors with the club at heart or maybe a combination of all. I think we are in for some very interesting times.

0

Share this post


Link to post
Share on other sites

Posted (edited)

13 minutes ago, Scotty said:

only mention I have seen was Caleyboy's comment about it being on the headed paper he didnt like ... no notification received here and any shareholder stuff I get sent normally arrives within 3-4 days of postage. 

No need for the sarcasm Scotty. I don't think I'm on my own with my views on that hideous club crest appearing on official club stationery. That is NOT our official club badge/crest and well you know it.

Edited by caleyboy
0

Share this post


Link to post
Share on other sites
44 minutes ago, Yngwie said:

It could be any of the things you mention (apart from getting rid of the puddle!) or it could be nothing.  It is very common even for companies with no immediate fundraising plans to pass these resolutions so that the board can, if they ever need or want to, allot shares and raise money quickly and easily.

Come on, if it was nothing the EGM would not have been called! And BEFORE the accounts have been issued. Again we are not being given the True picture.

 

2

Share this post


Link to post
Share on other sites
1 hour ago, caleyboy said:

No need for the sarcasm Scotty. I don't think I'm on my own with my views on that hideous club crest appearing on official club stationery. That is NOT our official club badge/crest and well you know it.

I wasnt actually being sarcastic ... and if you search back the forums, you will see my views on the crest match yours. 

0

Share this post


Link to post
Share on other sites
7 minutes ago, Scotty said:

I wasnt actually being sarcastic ... and if you search back the forums, you will see my views on the crest match yours. 

No problem. I won't bother searching. It's good to hear I'm not the only one.

0

Share this post


Link to post
Share on other sites

Posted (edited)

5 hours ago, caleyboy said:

No problem. I won't bother searching. It's good to hear I'm not the only one.

I imagine that you are in the majority. As I've said before, fine for a flag or a banner, wholly inappropriate for an official club great.

Edited by Kingsmills
1

Share this post


Link to post
Share on other sites

Like Charles, I am surprised there has been so little said about this development. I know nothing about company law but my take on this is that it is a mechanism to allow someone to put some significant (by ICT standards) amount of money into the club.  If so, then that would tie in with what my sources tell me about money being made available.  Incidentally, my shareholder's letter was postmarked 7th of July so I don't know why some other shareholders seem to be unaware of this.

But before anyone gets too carried away with the thought of a few 100K coming into the club, this will not allow us to buy our way out of the Championship.  It might, however, help to ensure we don't leave by the back door and it will allow us to buy some more stationery.

0

Share this post


Link to post
Share on other sites

I would not be at all surprised if we show a very substantial loss for last financial year. From what I hear some players were earning big money and with our limited gate receipts I don't think there would be anything in the coffers. This would mean that the company needed cash from somewhere to cover wages etc. Where did we get that money from? Are we now due to repay this? Oh how I wish the board would come clean and tell us what kind of financial state we are in and give us the true reason they are calling this EGM.

3

Share this post


Link to post
Share on other sites

Abramovich takeover IMO

0

Share this post


Link to post
Share on other sites

Of all the times you've taken flack for all the free pies and free entry to ICT through work and you never reply that your a shareholder Charles :confused:

Someone must want to invest if the request is for existing share holders to delay reinvesting and the board can decide who buys but DD suggests that it won't be a great amount.

 

 

0

Share this post


Link to post
Share on other sites
14 minutes ago, ictchris said:

Abramovich takeover IMO

Someone closer to home :wink:

0

Share this post


Link to post
Share on other sites

A couple of weeks ago, someone on here went off on one when I referred obliquely to the latest rumour which had been circulating. At that point I was unprepared to say more than that since it might still have simply been the next episode of idle speculation, to which I have an aversion. On the other hand, I did have a gut feeling, so compromised by putting down that modest marker. The calling of this EGM and its stated business, are, I have to say, now consistent with the original rumour in that they have the potential to facilitate what it suggested might happen.

Subsequent comments on here also appear to support the suspicion that some form of money may soon be coming into the club - or indeed this may already have happened in the face of disappointing financial numbers and this needs converted into shares (or a bit of both).

Since my original, much maligned :sad: ice-breaker on here, a fair bit of extra smoke appears to have been generated, posing the question of how much fire accompanies it?

0

Share this post


Link to post
Share on other sites
14 minutes ago, 12th Man said:

Of all the times you've taken flack for all the free pies and free entry to ICT through work and you never reply that your a shareholder Charles :confused:

Someone must want to invest if the request is for existing share holders to delay reinvesting and the board can decide who buys but DD suggests that it won't be a great amount.

 

 

!2th man - I've been a shareholder since the very first share issue in 1996 and attend more or less every AGM. When I was doing quite a lot of work as a journalist, this was something that I didn't want to say too much about, but now that I am steadily winding down towards complete retirement, I'm not all that fussy. On the pies and free entry thing, I have never made any apology whatsoever and am quite unrepentant about a pie and a cup of tea at a match which I am attending as a journalist being simply part of the job. I therefore don't even need to raise the book I wrote for free for the club in 1997 and which realised a £5K+ profit in order to salve my conscience with respect to a few pies.

To digress about journalists, I have often wished that the club would take more advantage of journalists' interest in it rather than retreat into a cocoon of secrecy. Social media are fine for getting some things out quickly to those who spend their lives across them. But, although their devotees think that social media are the ultimate canine testicles, social media are also limited and superficial as well as incapable of conveying the kind of depth and nuance which are often required. As a result, conventional print and broadcast media remain the mainstream means of conveying information of substance. Unfortunately, though, ICT have consistently declined to take advantage of the goodwill which could be there towards the club among the conventional media.

Your second sentence there is fortunately briefer and much more intelligible than the second sentence of the Notice of Meeting, which does appear to seek permission for existing shareholders' rights of a first shout at any new share issue to be waived. When you ask to create £1.1M in potential new share capital and to remove preferential treatment for existing shareholders, AND when that is also consistent with intensifying background chit-chat... well, I'm not going to make any dogmatic assertions, but questions must definitely be asked. 

0

Share this post


Link to post
Share on other sites

The EGM motions allow for a maximum of an extra £1.1m in share revenue to be generated. This does not necessarily mean that there is someone waiting in the wings willing to put all of that amount into the club. 

0

Share this post


Link to post
Share on other sites

The rumours are getting stronger, I suggest we all watch this space!

0

Share this post


Link to post
Share on other sites
9 minutes ago, DoofersDad said:

The EGM motions allow for a maximum of an extra £1.1m in share revenue to be generated. This does not necessarily mean that there is someone waiting in the wings willing to put all of that amount into the club. 

It certainly doesn't, but a combination of the two motions does create the potential for that to happen - or for any correspondingly smaller sum(s) to be put in. Then there's the already stated conjecture that money may already recently have been put in for cash flow etc reasons and now needs converted into shares. The extra, total £1.1M of "callable up" share capital would represent 22% of the new maximum of 5M shares. Currently, the biggest holding is 729,000 with the ICT Trust (that's 15% of the revised total and much of it, I understand, began life as the Tullochs' stake). Next is 573,950 (11.5%), attributed by Companies House as of March 1st to the Highland Hospice but for all we know, these may have moved on since. They were donated by the Catto family to the Hospice and over 300,000 of them began life with the late Ian Fraser (Coffin John) who bought them in the 1996 share issue and subsequently sold them to Sandy Catto, although for exactly how much remains a matter of conjecture. Next come Alan Savage/Orion who have  275,000 (5.5%) which were a quid pro quo for bankrolling Marius Niculae's wages and Roddy Ross has 170,000. One or two of the club's "figures from the past" also still have significant five figure holdings, so a few people have a foothold at least.

0

Share this post


Link to post
Share on other sites
11 minutes ago, Robert said:

The rumours are getting stronger, I suggest we all watch this space!

As they used to say in the old films keep your ear to the track :smile:

0

Share this post


Link to post
Share on other sites
1 minute ago, IBM said:

As they used to say in the old films keep your ear to the track :smile:

I'll emphasise again, there may well - as Yngwie has also suggested - be nothing to this at all but, at the very minimum, it would be helpful to receive some clarification with respect to an increasing number of "internally consistent circumstantial factors". :lol:

0

Share this post


Link to post
Share on other sites

Charles, as you're "winding down" and "not all that fussy", can't you be a bit more explicit? Those of us with no more than a passing acquaintance with The Heathmount don't know what you're getting at. 

2

Share this post


Link to post
Share on other sites

Posted (edited)

8 hours ago, Caley Stan said:

Charles, as you're "winding down" and "not all that fussy", can't you be a bit more explicit? Those of us with no more than a passing acquaintance with The Heathmount don't know what you're getting at. 

Stan, you are way out of date. I doubt if I've been in the Heathmount five times in as many years and couldn't even tell you if ICT illuminati still frequent the place. The Caley Club, where prices are hugely lower and profits go to the football club, has been a far more attractive proposition for years.😊

Edited by Charles Bannerman
0

Share this post


Link to post
Share on other sites
On 7/13/2017 at 9:23 AM, caleyboy said:

No need for the sarcasm Scotty. I don't think I'm on my own with my views on that hideous club crest appearing on official club stationery. That is NOT our official club badge/crest and well you know it.

Got my notice yesterday .... also on PoH headed paper ;) 

0

Share this post


Link to post
Share on other sites
6 hours ago, Scotty said:

Got my notice yesterday .... also on PoH headed paper ;) 

Uhhhhhhhhhhhhhhhhhhh. More whisky please

2

Share this post


Link to post
Share on other sites

Create an account or sign in to comment

You need to be a member in order to leave a comment

Create an account

Sign up for a new account in our community. It's easy!


Register a new account

Sign in

Already have an account? Sign in here.


Sign In Now

  • Recently Browsing   0 members

    No registered users viewing this page.