CaleyD

You need to listen to the Bryan Jackson episode of the Wyness Shuffle podcast.

If the AS proposal was to return all shares to the club so they could be resold, then I'd be more inclined to agree. That would put everyone on an equal footing in regards to zeroing out previous share purchases/acquisitions. AS could then purchase £800k worth to put that money into the club, and others could also invest directly. As the only shareholder at that point, he'd have 100% control. If others wanted to invest, they would then get a say in proportion to their investment. However, what AS is trying to do is get control of all 4 million shares for £800k via an external company. He then seems to want people to invest in that external company, which gives them no direct shareholding in the club itself...and no guarantee any investment even makes it to the club. I don't like the smell of that.

I wasn't looking to split hairs and had read your '...a fixed 10% in any vote...' as meaning that if 1 million votes were cast, the trust would have 100,000....or 10% of whatever the voting count was in any particular instance. Just wanted to clarify that wasn't how it works. The Supporters Trust came into being in 2005, but I believe the voting right, when held by the members club, was at or around the 50% mark at one point. The original formula use to calculate that right was changed...and it was that new formula that meant that if the Members Club...or subsequently the Supporters Trust...bought any more shares, their voting right decreased. When the decision was made to do away with the formula and set a fixed % against the original 108 shares, it was agreed that 10% offered influence, but did not pose a barrier to external investment. It also allowed the Supporters Trust to purchase shares without self harm, which they did. I'd disagree with your head over heart view...on the grounds that shares should be seen as capital investment, and not to meet running costs...which has been the case on more than a few occasions! If you use the £1.225m as being representative of the fans capital investment, then that's actually 30% against the 4,000,000 (ish) shares currently issued....so at 10%, the fans have already been more than generous in facilitating additional investment over the years by taking the equivalent of an £800k+ 'hit'!

This part is not quite accurate. The 10% voting right is an enhancement on a specific set of 108 shares held by the Supporters Trust. At present, this is equivalent to them holding just over 400,000 shares. They also hold an additional 13500 shares (or there abouts), which have normal voting rights. It's that 413,500 (ish) number which would be counted in any vote held, regardless of the number of other shares cast in that vote. In actuality, if every share was cast in a vote, they'd have (marginally) over 10%. However, the fewer shareholders voting, the greater that % becomes on any specific vote. e.g. 2 million shares involved in a vote would mean ST would have around 17% of the vote....413.5K/(2M+413.5K)% As you correctly point out, anything over 75% would give authority to change the company articles, and they could simply strike off the Supporters Trust voting right by way of a special resolution....if so minded. The voting right also has an interesting history...and I'm happy to receive any corrections to the following, especially from the early days. Originally sitting with the members club, the 108 shares each carried a 10,000 share voting right. Not sure if anything changed in between, but... Around 2002 it was changed to facilitate the investment made by Tulloch/DFS at the time, however there was an (unfortunate?) quirk in the calculation implemented that meant the more shares held, the lower the voting right got! When this was highlighted to the main shareholders at the time, they almost instantly agreed to a correction, but there was a lot of negotiation around what the change should be. We wanted 15%, some of the main players wanted 5% (and more money to secure that)....we settled on 10%, and it got unanimously backed by all the big shareholders at the AGM in 2011.

He already had agreement from major players (shareholders and creditors), so where's the need to coerce? Why agree to something and then step out of the room and immediately break that agreement? I don't want any interested parties to be at an advantage/disadvantage, I want the best offer for the club. Doesn't matter who's paying BDO, there's rules, legislation and process to be followed. Also, AS did not hand pick BDO, they were the ONLY insolvency firm willing to take us on. I'll hold off on saying anyone is or isn't doing a great job until we have an offer over the line and the club has a future.

There's also an impact in training where things like mini/small games can't be undertaken to the same extent through lack of numbers. Players may also be less likely to commit as physically during games because they know if they pick up a knock (or a booking that leads to suspension), there's less cover available. Whatever way you look at it, having a third (or more) of your squad out, no matter who they are, is bad.

We don't know if BDO have set any new deadline for offers at this stage. It's almost a week since AS put his offer on the table and we've heard/seen nothing from BDO (or anyone) to suggest they're even considering it. They are not obliged to make any public announcement, and I wouldn't expect them to. AS seems to be the only one who wants this to play out in the public eye, and I don't imagine BDO will have been too pleased that he was dropping details of interested parties (even if it was only the country they are based) during a press conference...or that he used the club as the platform to do that. NDAs exist for a reason. Also, what happened to agreement from the meeting that everyone remain silent until a deal was done? If you're making an offer that requires everyone to cooperate and move quickly, you don't start by annoying them all and breaking agreements. As has been talked about already in this thread, it's very reminiscent of what appears to have happened last August when apparent agreement between the same group of people broke down.

Not so much an auction, but they will set a deadline for offers as they did previously. AS has gone public with his offer, but it's possible any other offers would/could be subject to an NDA prior to the deadline. It's not as simple as then accepting the highest cash offer, and creditors may get the chance to accept a lower bid if it's better for the business as well. e.g. someone may match (or come under) the cash being offered by FC Inverness, but have fewer restricting conditions....like only wanting 75% of shares, and more realistic timescales for completion. An offer is worthless if it's unlikely to be completed.

My understanding of the legislation is that we are not, by legal definition, in a takeover scenario, so that legislation doesn't apply. Even if we were, I believe anti-prejudice laws may kick in. I have done a fair bit of work in this area previously, but if it turns out I'm wrong, then I hear what you're saying about the proposed nature of the transaction and setup, and in the normal corporate world it works. I'm just not comfortable with it in the football world. In theory, FC Inverness could wind up the football club the day after they get control and then sell the leases to a developer for a heck of a lot more than £800k. Even if that's not Savage's intention (and I don't believe it is), if anything happens to him, then whoever takes over could do that. There's an opportunity here for shares to be returned to the club, they then become unissued and available for sale, a much cleaner mechanism to put money into the club than loans. AS has said the club needs £1.8 Million to get to end of next season, that means another million over and above the £800k he's proposing. If there were shares available, that's a straightforward means to secure investment as opposed to taking shares in an external company who then loan that money to the club? The ST does have a fairly influential position right now. If you think of the voting right as a number of shares (plus shares held in addition to the voting right), then it's equivalent to about 500k. That's enough to sway just about any big decision that's come up at any general meeting where there's a spread of shareholders and disagreement. We have a different view, and I welcome the discussion. I'm not against changing my mind if someone highlights a view I agree with, but perhaps hadn't considered...but I will analyse everything to the infinite degree

What we all need to keep in mind is that the Administrators represent the creditors and will take the deal that is best for them. An offer that gives priority to one set of creditors and excludes another may not be within their ability to honour, even if you set aside the shares issue.

He's made his offer conditional on all Trade Creditors (4 in your list) accepting that they won't get any payment. He's already said he'd cover administration costs and that's included in the £1 million being talked about as his current commitment. Assuming we're not doing double counting on that, then the assumption must be that the £800k is what was agreed at the meeting to clear loans, anything still due to HMRC and Footballing debt.

The 90% / 10% scenario is not a thing. You may be getting confused by the need for anyone buying at such a level having to make an offer to all shareholders, but there is no obligation for them to sell. AS is not offering to pay anyone for their shares, he is making it a condition of his offer that ALL shares are handed to him for FREE. Who owns FC Inverness Ltd has no baring on the fact that if they hold all the shares, then proceeds from any sale of shares goes to them and not the club. While a disparate shareholding is problematic, all shares sitting with a single entity is also a risk as there is then no accountability. What use are non voting shares to the Supporters Trust?

Theoretically possible, but highly unlikely. The current Chair of the Supporters Trust is, I believe, a long time associate/friend of Alan Savage. It's possible some discussions have been had there already. Wouldn't surprise me to see a call for supporters to raise X amount of money to buy in via the 'consortium' in lieu of the voting right being given up. Something along the lines of "Raise £200k and get 15%" instead....which could then be diluted if not a fixed voting right. Those with 1000 shares or fewer (448 people) account for less than 5% of the shares. Seems a bit shortsighted, and a heck of a lot of work/hassle, to go after those, when in reality they have no direct power. Why hand all the shares to an external company? If the intention is to have shares to sell to another investor/buyer, then surely all AS needs is a shareholding equivalent to his purchase price, with all other shares available for sale? AS as the sole shareholder at that point would have full control of the board and if/when, and to who, those shares were sold...and funds would go into the club. Under his proposal he would have circa 4 Million Shares and the external company would get the proceeds from their sale. It's the only offer on the table, and one that would see the club continue (at least in the short term), but it doesn't feel like a good long term position to be in. Sadly, what it feels like is more brinkmanship.

He covers this in the P&J article. He wants total control and to be answerable to nobody.

It's the area to the North, immediately adjacent to the bridge.

Going to be a tall order to have 100% of shares transferred to him in the timescale stipulated. It also means the Supporters Trust giving up their shares and the connected voting right.

Great chat and insight from Bryan Jackson. The only thing he said that I think we need to be cautious with was around clubs situations coming out of admin. He mentioned that clubs generally find it easier as most of the costs had been cut by the administrator etc. I'm not sure that is the case with us as Alan Savage has been bankrolling things. There's no doubt some costs have been cut, but he's recently said that a further £1.8 million is needed to get to the end of next season.

Calm down The article credits the podcast and one of their journalists is a a member of the podcast panel.

The first mention of admin came from Ross Morrison when he said that if we didn't move training and operations to Kelty then we faced administration. It was that threat that spurred the fans meeting where Alan Mackenzie then outlined the risks if such a thing. On the rest of your response to STFU, I don't think anyone is in any doubt as to the circumstances that resulted in the meeting last August. The point STFU is making, and I've also touched on it previously, is WHY did the agreements from that meeting not materialise? I don't have any current inside knowledge, but I still hear things, as I'm sure others do. Piecing together the whispers it would seem that a lack of transparency/information (intentional or otherwise) around certain things at the time of that initial meeting, which then came to the attention of some afterwards, meant that they felt there was risk that any new investor/owner may be motivated by the value of the land for non football development. Being in administration and open to having to accept the highest bid meant that if the car parks lease was also held by the club, it increased that risk....which it would. There was then very public criticism of some of those involved, and from there it went south and turned into a battle of the personalities. There is zero doubt that the financial position that was left behind when Ross Morrison stepped down put us at risk, and I make no defence of that, but I do believe had it not become a (one sided) public spat, then issues could have been worked through and administration avoided. Alan Savage is now meeting the cost of that, and hopefully the slated parties feel he's paid his dues and they will now sort the club out and put it on a new, firmer, financial footing.

That will be taken from the newest Wyness Shuffle podcast where they spoke to Bryan Jackson. Well worth a listen.

This happened in August last year. My take on it from the info available is that agreement was reached to write off debts/exchange them for shares. What then seems to have happened is that disagreement arose over the car parks, people were getting slated in the press etc. and the whole thing quickly fell apart. In that regard we seem to be right back where we were then, but 15 points worse off and facing a huge invoice from BDO. Hopefully the outcome is different this time!

Need to keep in mind that the administrator is there to get the best possible outcome for the creditors, which effectively "on the side" of everyone due money. This means they have to be cautious about how they deal with writing off debts, and why their statement made it very clear they were asking people to fulfil previous intimated intentions to do so. In relation to the car parks, they are not part of the club, so not part of what they are dealing with. Whilst it may improve the value of the club, they aren't going to get involved in any of those talks directly. That would be akin to a scenario where you're selling your house but the buyers want the neighbours garden, so the estate agent starts putting pressure on them to just hand it over so they can get a deal done. As uncomfortable/upsetting as it is, the club have no legal claim on the carparks beyond any existing lease with Ross Morrison and David Cameron. In short, it's not within the administrators duty, and would possibly breach their obligations, to have hosted or attended this kind of meeting.

Just putting it out there.... What if someone connected to the energy industry was trying to do a deal with HIE to free up the site of the stadium so it could realise it's full development potential? What if a third party controlled part of that land and needed some persuasion to hand it over on the cheap? What if HIE had some sway on land elsewhere upon which a stadium could be sited....say a smaller, more efficient stadium that could be "swapped" for the current one? If such a person existed, how might they go about making the above happen?

From what's been said, I don't think the security has passed scrutiny. AS said that the person holding £1.5M would walk away with the largest share of any CVA. If the security was solid, then they'd likely walk away with all of any CVA. I also can't get my head around why it's going to need £1.8 million of investment to get through next season? That would suggest our financial position would be worse than it was under Morrison and Gardiner! The stadium shift to UHI campus is not a new idea. That was being talked about nearly 10 years ago.

Even if such a clause did exist, the question remains....to what ends? They pull the lease, and then what? Restrictions on use of the land prevent it being developed/used for other means, they'd effectively be cutting off their own income. It should also be noted that Cameron and Morrison will be paying rent to the Common Good Fund. If they transfer the lease to the club then we have to pay that instead, so it doesn't wipe out the need to pay rent. The current setup may be messier than needs be, but it's not a financial obstacle in the whole scheme of things.