Charles Bannerman

In terms of assets there’s presumably the lease until 2093 on the stadium site. Let’s create a hypothetical nightmare scenario where the football club somehow collapses at some point in the future. I have no business background, but could that lease then be traded by the company owners to, say, a retail interest for very big bucks?

Don… I think we also have to take into account the fixed 10% that the Supporters’ Trust have. With 4M existing shares as you say, I think that would mean around £5M of straight new money to acquire the 50%+1. That could, of course, be reduced if they bought some existing shares along with putting in new money if people were prepared to sell, but the proceeds of the sale of existing shares by their owners would bring in no extra money (as was the case when Alan Savage and the McGilvrays bought the shares donated to the Hospice by the Catto family. I believe that 77 could also get 50%+1 if there was an agreement that their shares had greater relative voting power than the existing ones. A lot of this would presumably require approvals at a General Meeting of shareholders, although the statement seems to want to imply that this is already a done deal. And the statement is also internally inconsistent since at one point it refers to a “majority” interest and then seems to change seamlessly to “major” but there is a difference. For instance when Tullochs had around 30% they were called the “major” (ie biggest) shareholders (although I always preferred “biggest”) but not “majority”.

Dreadful news. Johndo was three years behind me at the Academy and a member of a very good school team that also included Davie Milroy, Billy Urquhart, Andy Smith and others. To say “larger than life” is a huge understatement. Wonderful on here too.

So does this mean that Scot Gardiner has been banned from the directors’ box?

Given the current lack of information, I’d be reluctant to rule anything out, but this Jeff MacDonald theory just doesn’t seem to sit comfortably, largely for the reasons Buckett suggests. It’s also an easy mental step from “there’s an American interest” to “who do we know with money in America and with an Inverness football past?…. It must be them, then.” I also seem to recollect that at the very start of Muirfield Mills being mooted as possible purchasers of shares, the American Oil angle was also enough to bring Jeff’s name out of the woodwork. And of course when we were all wondering who would succeed Robbo as manager in 2004, Grassa laid a perfect smokescreen of disinformation about Jeff’s brother Kevin before Craig Brewster emerged as the new appointee.

“Regalia” of other clubs. Presumably that includes bowler hats, umbrellas and orange sashes?

I think we are looking here at yet another way where football and its customer practices are quite different from what you’ll find in any other business. If your local Tesco is a shambles, not giving you what you want…. and if the person at the checkout is habitually obnoxious…. then rather than campaign to make Tesco better, particularly by getting rid of the checkout operator, you go and shop in Morrisons instead. That’s because you don’t feel any sort of affinity or emotional attachment to Tesco, so not using them and shopping elsewhere isn’t a difficult decision. However when Caley Thistle fans feel outraged about how the club is being run, precious few will go and watch County or Clach or Nairn instead because they want to do something to make their existing arrangements better. It’s not quite Stockholm Syndrome, but fans’ ongoing affinity with a body, which is an absolute fundamental of football, and despite it behaving very badly, is certainly in the same ballpark. So instead, there’s a ST boycott, which is risky since (change metaphors!) the attempt to save the patient by forcibly trying to cut out the cancer is in danger of killing them. I also wonder how many are boycotting because they see this as a definite means of action that gives them the feeling they are doing something, and how many because, morally, they feel unable to give their money to a body operating in the way that ICT has been doing? Or both. What seems a bit strange is that the current campaign has largely been restricted to the boycott, with all its inherent dangers, and there has been virtually no other high profile, public action. For instance, I don’t even know if the single guy in the layby yesterday was even protesting - or if he just didn’t want to spend £18. But what I do know is that the media had been prepared for the possibility of some kind of public demonstration in or around yesterday’s game, but nothing materialised. Older contributors will remember the massive publicity coup which was the bus full of banned rebels that was parked at the Comet end of Telford Street in 1994… ironically in a controversial situation that prompted massive public demand for season tickets. (This, by the way, ISN’T an incitement to civil disobedience…. simply some modestly philosophical thoughts about the precise nature and effects of the boycott.)

As one of the journalists regularly attending press conferences at this and other clubs, I’ll become Devil’s Advocate and suggest that managers and players are there to answer questions about football. In Caley Thistle’s case, Duncan Ferguson is the only person from the club that has spoken to the media or to anyone else about anything at all over an period now of more than two months and he has already been asked questions that are beyond his remit. Over that two month period, I and other journalists have made attempts to obtain a club spokesman for comment and have also submitted questions on the club’s “status” through the official channels…. and they have been routinely ignored. There is a limit to what the manager can reasonably be expected to answer. You won’t find news journalists asking a Council’s Director of Education questions about the operation of the Social Work department.

The AGM is already two weeks overdue and counting (the last AGM was four months overdue.) I also think there’s a fair chance that an EGM might be required in the event of any deal being done if control of the club is part of it - or an item may be incorporated into a delayed AGM. Apart from the manager being available pre- and post-match as the only club spokesperson of any kind across a period of over two months, the outward appearance is one of complete corporate paralysis. By the way, there’s a club website announcement that the Sports Bar won’t be open tomorrow. I understand that it wasn’t open during the latter part of last season either. Any indications why?

I can perhaps clarify that because I asked him about it at yesterday’s press conference. He said he was using the term quite loosely to refer to the significant investors that the club are trying to attract and not specifically about the effect of any deal and he says he’s not aware of any detail. On the other hand, I think it’s important to know exactly what is being proposed. All we know - respectively through local leaks and something leaked to the Sunday Mail - is that there have, possibly among others, been discussions with Chinese and American groups. In fact I think there’s almost room for speculation that these even amount internally to “rival” solutions. In terms of numbers, all we know is that the American proposal allegedly involves around £2M. However if that’s not backed up by a lot more in the fairly near future, it’s a drop in the ocean, such is the magnitude of the club’s plight. £2M would buy a 30% voting stake so if this American group happened to be seeking voting control for that, should we possibly be looking for a General Meeting of shareholders being called with a motion to reduce the relative voting power of the current shares by 60% or more?

I think we need to be brutally honest and acknowledge that we are looking here at a situation football has got itself into through the manner in which it pays players. There has for some time been a culture within the game of paying players at levels well above their true market value in terms of the earned income that clubs can generate. This has led to a widespread reliance on wealthy individuals effectively gifting money to clubs to allow them to continue to operate in a fundamentally loss making manner. In fact this has become so commonplace that it has generated unrealistic expectations that people should simply be there to provide these subsidies to football clubs. Ross County has been in the fortunate position of having a major benefactor in the long term which has given the club the means to rise up the leagues and (just) stay there. At a rough estimate I believe this assistance, across time, to be in the ballpark of £20 million. Should that source of funding suddenly disappear, I imagine that major problems would arise very quickly. However Caley Thistle has also had benefactors whose overall contributions I would very roughly estimate to have totalled around £10 million. At least £5 million of this came from Tullochs, who didn’t have to bother but, critics of Tullochs should note, without their assistance, ICT might well have gone out of business around 2001. If you then add all the share purchase with no prospect of any return, probable gifts and the loans that comprise the current £3M of liabilities, then it’s not difficult to see how ICT has gone through £10M of other people’s money over the years and now desperately needs millions more. Anyone connected with ICT should therefore be very careful about criticising how County has been funded because it is simply a more successful and more consistent version of what has happened in Inverness. Football needs to be aware that society doesn’t owe it a living - especially when it insists on continually living beyond its means.

Remember when Pele left and Grassa had everybody believing that it was going to be Kevin MacDonald before Craig Brewster arrived?

At the risk of allegations of mutual back scratching, I think Scotty is pretty well spot on here. This club is so far gone that £2 million really doesn’t seem much in relation to the magnitude of the problem. For instance £2M is around two thirds of what is currently owed…. or equivalent to just over three years’ recent losses… or enough to purchase just 30% of the voting rights in the absence of a drastic restructuring of current share holdings. Theoretically, for £2M to gain even 50% voting power, the existing shareholders would have to accept a 60% devaluation of their current holdings. I think the key term there is “so far gone”. After the Tulloch interest ended, and despite the stadium being gifted back to the club, it has been allowed to drift on for far too long into a worsening, fundamentally loss making mire. Their only answer has been an ongoing search for well-heeled Little Dutch Boys to stick their fingers into holes in a rapidly disintegrating dam, rather than bite the bullet and call in a company of civil engineers. To migrate to a different metaphor, they have also kept twisting with a series of four money making gambles, all of which have failed, leaving the situation “bust” with the safety of “21” a distant memory. What has also not been addressed is that fundamentally loss making scenario, since there’s little point in launching an expensive rescue if the same situation is going to be arrived at again in a few years’ time. (qv Einstein’s definition of insanity). I also fear that, with another club 15 miles up the road that has been benefiting long term from reliable £1M+ annual subsidies (observation…. not criticism), it’s going to be very difficult for any other club of much substance to survive comfortably. As regards Tullochs… I appreciate the Marmite aspect here, but my own view is that from 2000, the money they put in and the business expertise they provided not only saved the club from what might have been a crisis at least as great as the current one, but also set it up for the series of successes that culminated in the 2015 Cup win. David Sutherland, George Fraser et al might well say: “Apres nous, le deluge”.

You should have a word in his ear.

Yes… adjusting the “Bang for your Buck” arrangements is the only way I can see voting control being achieved without going into the multi-millions that would be necessary since, apart from the ST’s fixed 10%, there are currently 4 million £1 shares in circulation. So if this is going to come about, what do we now look for next? An EGM to attempt to get something like this through, or inclusion of it on the agenda for the next AGM which is already 9 days overdue and counting?

That seems entirely reasonable, in which case it might be inferred that they are no longer talking to the Chinese concern, nor are they on discussions with at least one other party that the paper believes may have an interest. The central issue to me is what degree of control could be acquired for £2 million (which, for comparison, is round about what the club has lost in the last three years). By my sums, £2 million would, allowing for the ST’s 10%, make this group the largest shareholder by some way at 30%, but still some way short of voting control. On the other hand, an additional Tulloch-like agreement could give them control of the board although I imagine that would involve agreement of the shareholders to their candidates.

That’s interesting. I was told last week by a reliable source from outwith the club that there’s been a Chinese interest which had connections with Ardersier and now it appears that there are at least three parties including this American one. I’m not sure how the numbers stack up here. The Sunday Mail says that the Americans want “exclusivity” - which I would take to mean no co-investors - and that their initial offer is £2 million. That, however, isn’t enough to achieve any control at all unless there’s some possible fundamental change requiring the agreement of current shareholders through a potentially messy EGM. There are already 4 million £1 shares issued which, alongside the Supporters’ Trust’s fixed 10% would mean that at least £5 million of new money would be required for 50% control and £20 million for the complete control of 75%. Alternatively, I wonder if they may be looking at some arrangement where this party has control of the Board, as Tullochs had for several years.

I’m not making any criticism here, but there does seem to be a bit of an anomaly that a company with a known history of financial problems which has been hovering on the brink of insolvency for weeks can continue to make advance sales of services to be provided for the next ten months - and that if the company collapses, reimbursement for any payments is the responsibility of a third party credit card provider, despite it being known at time of purchase that there was a significant chance of that collapse. As I said…just an observation and no criticism or complaint of an arrangement which appears to be playing a significant part in the efforts to save the club.

You also need to include the ST’s entitlement to a fixed 10%. When you do that, I reckon that £5M would be required for 50% and £20M for 75%. However if any new investors were able also to buy some of the current shares, these figures would fall.

I see what you are saying and it’s indeed very possible that the consortium no longer exists, but these guys have all been close friends since their teenage years (they are all actually school contemporaries of mine) so, de facto, in the event of any vote, I think would be fairly likely to act cooperatively.

Yes… it’s a different class of share that the ST has, created notionally back in 1994 to reflect the asset contribution of Thistle and Caley, and this is always worth 10% of the total voting capacity, irrespective of how many ordinary shares have been issued.

ccccc…. don’t take that 18% as tablets of stone because I’m not sure how the ST’s fixed 10% interacts with the purchased shares to give a total, so 18% is sort of a ballpark figure. It’s possibly better to look at numbers of shares, and the biggest group alone - Muirfield Mills - has over 820,000 and, although no investor comes close to having a controlling interest, the seven biggest holdings - all 170,000 or more - come to almost 3.2 million shares, or in the ballpark of 80% of the total. So although there are over 500 shareholders, the majority of these have the basic 250 that many fans took up in the 1996 issue and a few more have maybe up to a thousand or two, but anything the ordinary punters in the street could do, even by acting together, would be pretty well “farting into the wind” in relation to what even some of these seven minority holders could produce. As a result, if you were considering the possibility of the ST achieving control of the club, it couldn’t come close. That also poses an interesting issue in the event of any new investors coming in as part of some kind of rescue, because if they were to want control (and you need 75% for some purposes) that would be quite expensive and would require either a number of existing shareholders to be persuaded to sell or, if not, then even more expensively, the purchase of enough new shares to outnumber what people have at the moment.

The Supporters’ Trust has a fixed 10%, irrespective of how many shares are issued and this isn’t affected by how many members the ST has. This places the ST in around fifth place in a very fragmented pecking order of voting power, top of the list being the Muirfield Mills consortium with around 18%. Historically, the ST rights originate from the original Members’ Club which represented joint Thistle and Caley interests and had a 50% influence, but in order to attract more investors during the 2000s, this was reduced. However, if there was to be some kind of large scale purchase of extra shares in some kind of rescue mission, the ST would still have 10% of a much larger number.

The deadline was Friday 31st May and as I write, 29 days later, there is still no sign at Companies House. The original deadline was 29th February but a three month extension to 31st May was obtained by the device of a one day alteration to the accounting period. The deadline of this Friday, 5th July, for issuing notice of an AGM is also imminent. The company’s Articles of Association state that there must be no more than 15 months between AGMs and that the notice period is 21 days. The last one was on 26th April 2023 which means that the deadlines for the next are notice by July 5th for a meeting on July 26th. (FYI - the last one was subject to a deadline of 21st December 2022 so was over 4 months late. This means that the company has held just one AGM since September 2021.

I seem to recollect that at the meeting in the Social Club, it was suggested that there were legal reasons preventing the Supporters’ Trust from publicly supporting a ban. Has the legal situation changed, then?