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Approaching Duncan Ferguson, who had just five months of experience at Forest Green Rovers as a full-time manager, and in those months saw him manage 18 games with only a single win and 3 draws, and leaving in July 2023 was incredibly suspect. Giving him a three-year contract in Sep 2023, for a reported £5,000 - £7,000 a week according to The Times Newspaper, shows how much blatant disregard the board and CEO had/have for ICT. The other many failed ventures were rank incompetence and hubris, but the appointment of Ferguson stands out as an appalling act. Gambler has not made the club money, it is quite the opposite!

What a dignified tweet from David Raven - honest and open. We could do with a bit more of that here. Lovely man.

The company's not a listed company so share sales etc are just a matter of private contract, subject only to the company's Articles of Association. There's no Takeover Code or any such thing to comply with. "Panos Thomas, spokesperson for the Board of Directors, said: “We have received a formal offer to acquire a major shareholding and voting rights of the company and this has been unanimously accepted by the Board.”" This statement would suggest the Board has agreed to allot such number of shares to S7V as would give it a majority. That is within the gift of the Board (as opposed to selling existing shares, which are of course owned by shareholders, not the Board). However, as noted before, it seems to me that if new shares are indeed to be issued, existing shareholders have to be offered the chance to subscribe for them on the same terms, unless the pre-emption rights are disapplied by special resolution.

I'm trying to understand how S7V presumes to be able to take control. It could of course acquire a majority shareholding by buying shares from existing shareholders. It would be up to those existing shareholders to agree whatever price they want for them. The price could be less than whatever the selling shareholders paid for them. Why would a shareholder take that? Perhaps because they buy into the S7V vision and see it as the only way to keep the club going - i.e., putting the club first, and giving up on any hope whatsoever of their shares ever being worth - and realising - more than, or the same as, they themselves paid for them. If existing shareholders are not prepared to sell enough shares as would give S7V control, the company could allot more shares to S7V instead, i.e., S7V invests in the company itself for more shares to be issued. However, where the company does propose to allot more shares, it seems to me that it would be obliged to offer the same deal to existing shareholders. It is perhaps arguable that the company's articles of association do away with this obligation, but I note that the directors have previously acted as if they are so bound, since in 2017 the company specifically granted the directors the power to allot up to 5,000,000 shares free from this obligation (pre-emption rights). That power has now expired. The company could again disapply those pre-emption rights for an allotment of new shares now, but that would require a special resolution. A special resolution is passed where the holders of at least 75% of shares carrying a right to vote agree to it. That might be done at an EGM, with the shareholders attending that being the pool - so if the holders of shares accounting for 75% of the shares represented by those at the EGM agree, the special resolution is passed. So, does S7V have the support of existing shareholders in these numbers to enable it to acquire a majority? There must, one would think, be a lot of discussions going on behind the scenes...

If you look at Ferguson and Bollan's salaries - Bollan was not actually needed - you can see another big mistake by SG.

Nothing I can think of. No project he's been involved with has been successful that I can recall and by virtually any metric things have deteriorated on and off the pitch over his tenure. Has anything improved since he arrived? Nothing except his business' bank balance and his ego. Of course, it's not only Gardiner's incompetence in the mix, others have contributed.

With a few thousand fans, we should maybe think about the route Partick Thistle went down. I would say there's room to be hopeful that any Euromillions lottery win would be able to stabilise the club, allow us to pay off Dunc and approach Pele for a return. It seems a more reliable path, so I'm pinning my tail to that particular donkey. I'm not that bothered about whether we battle for the Championship or relegation this year. I just want sound finances instead of chasing a rainbow, and employing a manager who has shown some acumen for the job.

Caley Tennis meets Ketan Makwana.

Thank you, IcyT. I think that’s another very important piece of information here. If you haven’t seen this already, a few days ago on this thread, I posted various options of how many shares and how much new money 77 would have to acquire/provide in order to reach 50.48%.

Only if he was looking for another job!

Maybe Alan Savage has come to a calculated business-based conclusion that he doesn’t believe that the 77 plan is going to work, so administration is highly likely anyway. At the meeting in the Social Club Allan MacKenzie, a former Vice Chairman and a financial lawyer, did seem to be suggesting that there was some support from unspecified places for administration and a possible rescue out of it (but not, of course, any points loss.) Achfary raises the legitimate question of a General Meeting and I can see three different roots towards one, which might provide some clarity. This would also create the first occasion in more than two months where the people running the club could be held directly accountable by shareholders, if not fans as a whole, since all that’s been said so far is in a handful of uninspiring “statements”. Queries from the media- and there have been many of them - are routinely ignored. Firstly, Achfary says a General Meeting requisitioned by 5% of the shareholding. AS is one of half a dozen or so holders of 5+% of the total shares. Secondly, I wonder if a General Meeting may be needed if 77 are going to be able to purchase all the new shares they need for their claimed 50.48% stake. And thirdly, the club (for the second time in a row) is already in default over holding an AGM. My final thought… how much longer can this go on before the club simply runs out of money?

It's also important to highlight specifically that should someone gain a controlling stake, then the Supporters Trust voting right is essentially worthless. As it stands they could work with other shareholders on important issues to ensure correct decisions are made. e.g. such a relationship would be required to vote a fan representative on to the board. In a scenario where someone has a controlling stake, such a thing would be entirely at their whim. Even if every other shareholder was to give the Supporters Trust a proxy, they would still be powerless in almost every voting scenario.* It's now or never for the Supporters Trust and fans if they want to protect the current position and have a chance of improving it in future. *The exception being votes thay require more than a simple majority, such as special resolutions, changes to the companies articles and such like, where they could work with others to block undesirable changes.

Might it not be better if he retained statements like this until after he produces confirmation that he is the legal owner of the 50.48% of the shares that he has pledged to acquire?

Presumably that includes the CEO, and the manager?

No changes until he gets a proper look at the situation does make sense I think. Back in Europe in 5 years though This is more concerning to me, the guy clearly doesn’t really understand

I’m sure I saw a tweet from him today to say that he had just been sacked from that job.

You add yet another intriguing variable into an already complex situation there because, with the ST’s fixed 10%, 77 would have to find an extra £1250 for every £1000 raised by non-77 parties, should the process you describe become reality. Also, I’m not sure how many shares could be sold immediately without permission from a General Meeting to issue more. One other thought is that if, for instance, AS chose to throw in maybe a cheeky extra £200K, 77 would have to find an extra quarter million to neutralise that alone. But whatever happens there, Makwana has a major challenge in front of him providing new money and acquiring existing shares in large amounts on the sliding scale that I posted a few days ago.

The board have a legal duty to exercise reasonable care, skill and diligence more generally, but reading takeover documents, they put the due diligence onus onto the buyer, S7V. I suppose that makes sense, if you buy a second-hand car, I'm sure you kick the tyres, but the dealer/seller will take your money with few questions asked. I think in the accept offer/timeline stage, there is no general requirement to show proof of funds, just to come up with them at the stated time. So, while the board would need to be reasonable about it (going by Companies House alone, no..), and ensure there's no sanctions on the buyer, it is very much "pay up or shut up" at the deadline time (or extend it...). It is very frowned upon to make an offer and not come good which is why the info that came from H&Y was interesting reading.

That means either there is some very, very serious money being suddenly found by S7V (strange given that is 'technically insolvent' itself), or it's a busted flush already and the panel are just making it interesting. There would need to be very little politicking, lots of goodwill and lots of wiggle room/relinquishing of monies owed to avoid it, if S7V don't come up with the goods. One concern of any Administration is the SFA licence, whereby "Entry" would be the only award attainable for three years after an insolvency event, but even then that's contingent: "...provided the club meets certain conditions, as set out by the Licensing Committee, at its discretion, and approved by the Scottish FA boardroom time to time". Even getting 'Entry' (not a given, but the maximum) from SFA is not good enough, it is then up to SPFL to award a waiver, relaxation or period of grace, in lieu of a 'Bronze' award. It's not as if central belt clubs are automatically disposed to the A9... Ditto. Both S7V and ICT board have proclaimed a done deal, subject to the lawyers, and for a majority holding. But CB's post means that would require some serious hard cash, and/as it's doubtful all the larger shareholders have lined up suddenly to cast them off, and I also don't know how this can all be achieved on the q.t. in response to your query on shares being issued. You have to wonder how much this takeover panel/ ICT board really believes S7V will come good, and how much they'd care if not.

Clach went into administration in 2009 and seemed to emerge from it without too much difficulty. However the figures involved in ICT are of a different order of magnitude so it would very much depend on what commitment any rescuer might have. I would imagine that if there is an effort to rescue from admin, those behind it would have costed it as far as possible. If you don’t mind me splitting hairs, Muirfield Mills, acting as a single unit, have more of the cards than anyone else, but by no means most of them. Currently they have 18.5% of the voting power and that brings me back to the figures I posted the other day which appear to show that, for every £1M short of £5M that Makwana puts in, he is going to have to acquire around 450,000 shares from existing holders to reach his 50.48%. It therefore looks as if he’s going to have to do a fair bit of acquisition.

Six months ago, Clach Supporters Trust wanted different people on the board, as is their right as majority shareholder. Finishing second from bottom probably explains some of the why, but Alan has publicly said Orion's relationship had ended because Clach wanted different people in. 13 years is a fair term for any backer anyway. Anyway, if an insolvency event happens, then even Alan Savage may not be able to save it. This isn't as easily remedied as Clach/in the Highland League. Once the Insolvency Practitioner takes over, all bets are off. The largest shareholder consortium- MM - hold *many of the cards, but the club is out of aces, with Scot Gambler counting the money whilst still sat at the table.

Here are a few from Inverness from May this year. This is another thread that was started by IHE as when he was posting old photos of the streets in Inverness with cars I was identifying the cars and it's still going although just a few oldies posting now but I suppose it's only us that is interested in old cars.

Mine was loaded onto my existing card by the helpful lady at the club.

Things he could put on his CV. - significant cost cutting when he first came in - £3.4m income from battery farm project which was initially approved by planning but overturned by unusual manoeuvres by the council, but which may still get approved on appeal - 99% of our interest in the battery farm was apparently then sold for £250,000 - this generating more cash than a year’s worth of season tickets? - 2 sell out concerts in 2020 would have been very profitable but then Covid hit. That was unlucky. - further attempt at concerts actually made an unspecified but significant amount money for the club from stadium rental and provision of other services to the concert co Obviously he wouldn’t mention the negative aspects of these things!

I see on Pie and Bovril forum (that forum is full of numpties btw) one fan is claiming that administration would be THE BEST THING to happen to the club because it makes it easier to get rid of idiot duds/clowns like Scot Gardiner and perhaps Duncan Ferguson and also makes it more likely that Messrs Alan Savage and Douglas McGillivray may come to the rescue in terms of "buying the club" etc. But what that idiot who posted doesn't realise is that administration means points deduction which immediately puts us in a relegation dogfight which this club doesn't need plus it doesn't exactly help mend the reputation we've currently been getting so bearing both points made above, it's imperative that administration DOESN'T HAPPEN I always like to remain optimistic so I'm still pinning hopes on this Mekwana bloke getting the deal approved and then him delivering on his promises to show all the doubters that they were wrong to even question his intentions!