CaleyD

I'm just happy that most people spell his name right, with a small 'k'.

Fair questions/points. The board of Trustees is an idea designed to attract those who value the clubs long term football and community goals over ownership and outright control, so it won't be for everyone. The Board of Trustees would be taking on a true stewardship role. Also, what we're looking at here is a mechanism that looks beyond their own pockets in bringing money to the club. If they want to look at hotels, concerts, battery storage, or whatever, then that doesn't distract from running the club as we have a management board taking care of that side of things. At the moment any sponsor gets name on the shirt, a bit of marketing and goodwill. Maybe the opportunity for a bit of influence on how their financial support is used might appeal to a much wider audience and increase the sponsorship value. They absolutely might want to influence the 2% in some way, but so might the Board of Trustees... that's the beauty of it. If either of those two want to do something and they're not in agreement, then they need to convince the fans it's a good idea. It would be something held by a main sponsor only and not split/shared with minor sponsors. Also, the major constitutional issues would need agreement across the board as 51% wouldn't be able to carry such a vote. At the moment we have a situation where if someone (a sponsor, or whoever) wants influence, they make a one off acquisition of shares. Under this setup, one of those 49% shares is bringing in new income every year. Part of the reason we've run into trouble is that we've previously sold shares to meet shortfall in operational income. This helps avoid that scenario by attaching regular income to that influence instead of a one off payment. It would have to be well written into the clubs articles, and there would need to be protections in place across all 3 groups, but that's doable. It's not dissimilar to setups in place in other countries. I'm not suggesting it's a perfect or bulletproof setup, but I do think it's miles ahead of what we have at the moment with fewer pitfalls, and some healthy inbuilt protection. As the old adage goes...if you always do what you've always done, you'll always get what you've always got 🤷‍♂️

Complex solutions are possible, what we're dealing with in the terms attached to the AS offer is the impossible. The solution I would like to see is also far from complex, but it would be possible.... All shares over 250 reduced to that level...this allows everyone who already has shares to keep a token 'ownership' in the club. All other ordinary shares returned to the club and cancelled. Ordinary shares are then reclassified to have no voting rights. 3 new shares are created. 2 with 49% voting right and one with a 2% voting right....I'll come back to this. All those who are writing off debt, handing over large shareholdings etc. form a 'Board of Investors/Trustees'...this could possibly sit under the existing football trust umbrella...which would be useful for tax purposes. The purpose of this group will be to find/bring in capital investment, essentially building up a pot of money which can be used to drip feed income to the club and/or for any capital expenditure. They could also be responsible for developing additional income streams. The strength in this idea is that all directors are equal. Any ego flexing/competition between them to bring in the most money doesn't have the club being used as a pawn in the game. A separate management board is formed and contains people with the skills necessary to oversee the running of a football club in a more day to day fashion....e.g. people with a background in finance, marketing, business development, community engagement, fan/customer engagement, player recruitment, medical etc. Someone could conceivably sit on both boards. This setup means we have qualified people making the decisions and not just those with most cash/influence. Back to the 3 shares mentioned above... 1 of the 49% shares is held by the Board of Investors/Trustees. 1 of the 49% shares is held by the club sponsor in return for their investment, but is then surrendered/passed on when that changes. The 2% share is held by the Supporters Trust. This means that fans always have the final say on any big decisions. It's not a perfect setup, and it would certainly be challenging to get it going, but I believe it's the best way to bring everyone together and give the club the best chance at long term viability and growth.

Having taken a look at the Articles of Association for Inverness Caledonian Thistle Trust Ltd (not the supporters trust), there are very tight restrictions on who they can pass the 792k shares they hold to, how and why. Another obstacle to the AS offer conditions.

Alex Samuel vs Raith Rovers, Jan 2024.

Not directly, but he has said that he hopes being out of administration would encourage others to make a financial contribution. There was talk of needing £1.8 million to get to end of next season. If FC Inverness own all the shares, then the only way for someone else to get in on the game is to invest in FC Inverness or buy shares from them. AS has said he wants total control, so I don't envisage him selling pockets of shares. It's just another thing that doesn't properly add/line up at present.

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.