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As far as I understand it, the board of Inverness Caledonian Thistle Supporters Society Ltd (the Trust) shouldn’t be able to give up the voting right without the permission of the members. Since the Trust is a Community Benefit Society, it’s meant to be democratic and member-led. Giving up something as important as voting rights in the club, which are held to protect the fans’ voice, and pretty much the reason for their existence, it's the kind of thing that should go to a member vote. If the trust board has done this without consulting members, I think there’s a fair case for challenging it, and I probably would!3 points
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Which is not consistent with the public statement of Savage's offer, in which he appears to say that his offer is conditional on these things being done. My view is that Savage's statement was a shortened summary of his aims. I leave out detail to keep my postings short - honest I do! - and I suspect that Savage's public statement does the same. What will count from a financial and legal point of view is what's in his formal offer, not what's in his public statement. For example, no one could expect to acquire 100% of the club's shares inside two weeks. His formal offer may well say that he will start trying to acquire them if his offer is accepted, and that his offer will lapse if he doesn't achieve 100% - or whatever his acceptable level of shareholding is - within a defined timeframe. His funding of the club until the end of the season is independent of his offer to take over.2 points
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A lifelong buddy and pay role beneficiary if AS succeeds insisting on shareholders cheering AS over the finishing line on the 11th April. Now there’s a surprise! Wonder if the supporters trust will be next to share this endorsement! bc1 point
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The halfway house is Mr. Savage being named preferred bidder by Friday, a milestone BDO have said they were aiming for by the end of April. This gives everyone some comfort and a bit more time to iron out the details.1 point
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Your point isn't related to mine, but you are half right. In legal speak, the line from his statement that reads... - 100% of the shares are transferred to FC Inverness. ...would mean that, at the very least, agreement would need to be in place for 100% of shares to be transferred to FC Inverness Ltd. That means that share purchase agreements, or actual share transfer documentation, would need to be in place by end of play on Friday. As shareholders above have indicated, they haven't even been approached, let alone had the opportunity to agree/disagree. Just as an FYI, and not as a flex, I have experience in dealing with compliance around corporate/financial agreements, particularly relating to financial matters. I agree with your post, and the first part reinforces the second for many reasons, including, but not limited to the following.... To trigger the Squeeze Out provisions under Sections 979 to 982 of the Companies Act 2006, a few conditions need to be met. First off, a formal takeover offer has to be made to all shareholders. The key threshold is that the offer has to be accepted by shareholders holding at least 90% in value of those shares, and that 90% must also represent 90% of the voting rights.* Once that 90% is secured, the offeror then has the right to buy out the remaining minority shareholders – but they need to act within a set time frame. Specifically, they’ve got 3 months from hitting that 90% mark to serve notice of their intention to acquire the rest. And they need to complete the process within 6 months of the original offer. The terms of the offer have to be the same for everyone in that share class – no picking and choosing. Once the notice is served, minority shareholders get at least one month’s notice before their shares are compulsorily acquired on the same terms as the rest. The point of all this is to allow the buyer, once they’ve effectively got control, to tidy things up and become the sole owner of the company – without being held up by a small number of remaining shareholders. *The Supporters Trust have the 10% voting right plus an additional 10,000(ish) shares which means this requirement cannot be met without their agreement. In order to attempt to reach that agreement the ST would need to hold an EGM, which requires a minimum of 28 days notice. It would take at least a month (and a lot of good fortune) to have any chance of reaching the 90%, and then another month to acquire the remaining shares....with zero guarantee. Also, as I have said previously, the 790k shares held by the football trust cannot (at least directly) be transferred to FC Inverness Ltd, as it would breach their articles. Bottom line, there's zero chance BDO can accept the offer, as it was presented publicly, before the deadline.1 point
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I kind of like the simplicity of this. Unfortunately, can't see it happening as it could spiral into complication quite easily .... Would whoever bails us out accept that they are bailing out 100% of the club and only getting 49% in return? The 'sponsor' would then need to be quite considerable if we place the same sort of value on their 49% compared to what the investor(s) paid or continue to pay. Can we attract that level of sponsorship on a yearly basis? or is it the case that the sponsorship voting rights would become further fragmented if we have two or more 'major' sponsors? I guess that could be doable given that the overall total would be 49%. Finally, would a sponsor or major investor try to influence the remaining 2% in some way, so they are guaranteed 51%? As simple as the suggestion is, and I do still like the idea of simple, I can see too many pitfalls1 point
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Then why make the offer if he knows it's impossible to complete? Exit strategy? Can walk away and claim it's because others didn't support his efforts? More games?0 points
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