Charles Bannerman

Some posters on here here need to get their facts right… so I’m correcting you because you are very wrong! In 1995/96 - by which time the merger had been done and dusted several months previously - Inverness District Council voted to award the club £900,000 from the council budget towards the approach road to the stadium - a road which has now paid for itself many times over by opening up the entire Harbour area. However the Council - note the Council - got itself into the most terrible mess because a group of councillors and officials tried to stop payment, hence putting the entire stadium project in danger. With time running out before IDC went out of existence in favour of Highland Council on 1st April 1996, it looked as if the grant couldn’t physically be paid, making court action apparently unavoidable, until HC CEO Arthur McCourt managed to have the money paid from the Inverness Common Good Fund. The reality here is that Inverness District Council were most definitely the “bad guys” back then when they almost secured the demise of the club because a stadium was an SFL membership condition, and when a solution was eventually found, the spin off for the entire city was enormous. Best to check what really happened when you are intent on stirring

Thank you for these responses and any others would be welcome in an attempt to clarify exactly what is going on here. I am more than prepared to be corrected on this, but it is, however, beginning to look likely that this is far from “Caley Thistle’s battery farm” and more like the club being used as a vehicle for ILI to gain access to suburban site for an industrial installation. Whether there is also an element of using the club’s position as a prominent local sporting entity as a lever to realise this objective is perhaps also worth considering. As an ITandC shareholder (very minor!), I’m a bit disappointed that more clarity has not been provided to those who actually own the club. When the BF was mentioned at the last AGM, it didn’t appear to be at an advanced enough stage for detail to be sought, and in any case everyone was still smarting from the demise of the Concert Company. The BF issue will certainly need to be pursued at the next AGM although, remembering that the date of the last one breached the requirements of the company’s Articles of Association by several months, it’s not clear when that might take place. One further observation - for how long would the “seven figure sum” or whatever other benefit is expected here keep the ever present financial wolf from the door, given that there may be loans to pay off (?) and also the fundamentally large loss making football operation?

I’m beginning to lose the thread of this Battery Farm issue and there are one or two fundamentals I would like to be able to establish - fundamentals with which, as a club shareholder, I should probably have been made more familiar. In particular, what exactly is the football club’s role in this BF project? Council minutes state that the planning application is in the name of ILI, but yet this is frequently referred to as “Caley Thistle’s battery farm”. Why should ILI want or need the football club to be involved? If they want to be benefactors or sponsors, why don’t they just give the club some cash? Or is there some fundamental benefit for ILI to have a completely unrelated football club associated with an industrial project that’s a million miles away from football? I’m also curious to know what direct involvement the club would have with the running of the farm if it gets the go ahead? If the answer is “none” then that simply revives the question above - “then why be involved at all ?” If the answer is otherwise then, especially remembering the reputationally damaging demise of the Concert Company, we need to know whether there are any other companies, directly involved or arm’s length, that are being formed here and what are the possible implications for the club? In particular, if the BF were to fail, or to blow up or something, would the club, of which many of us are shareholders, be liable in any way? The way it currently looks to me is - “ILI, which has commercial relationship with club, want to build battery farm on land owned by individuals with club connections and, for reasons that aren’t entirely clear, club stands to benefit big time. However club immediately appears to be up to its neck in the planning process for a scheme that seems to be the only financial messiah in town - to the extent that ICT seem to be fronting this industrial project that’s a million miles away from its core business and for reasons that are far from clear.” What am I missing?

I’m not convinced that the quite aggressive approach taken by the Chairman on the front page of today’s Courier is the best way to win friends and influence people when there’s another, much bigger, Council vote to be negotiated next month.

There will doubtless be a few other old buffers on here who will remember the ghastly, clusterboorach that the Council got itself into on a previous occasion when it was involved in a decision that had existential implications for Caley Thistle - namely the £900K grant towards the stadium road in 1995-96. There’s no need to detail the Town Hall obstructiveness,, QCs’ opinions, scandalous rearguard action by Council officials and nitpicking about Dave Stewart’s use of the word “payable” in a motion to the Council that eventually saw IDC go out of existence under an ignominious cloud before the money was paid from the Common Good Fund… but it was desperate stuff. Unfortunately, we now already have a bid to contest a quorate planning decision - which the club manager yesterday, deploying delightful metaphor, eloquently described as trying to keep replaying the game until they get the result they want - and that rearguard action already looks ominous. But what really worries me is that if we thought that the Council back in the 90s was bad…. the current local governance of Inverness is a whole lot worse. History is making me very uneasy about this one.

Could anyone fill in exactly how this Battery Farm plan will operate? Who will manage and operate the facility on a day to day basis? Who will physically oversee construction? Who will ensure that there is a market? Where is the set-up capital coming from? In practical terms, what is the nature of the link between the football club and ILI? What’s in it for ILI? When would funds be expected to arrive with the club? What does the club have to do in order to qualify for revenue from this facility? What are the projected profits? What’s the level of risk? If there are losses, who is liable and what would the implications be for the football club? These are not hostile questions in any way. It’s just that, as a shareholder in ITandCFC, developments over the last week have led me to realise that I know very little about this project, which it’s hoped will revolutionise the football club’s finances.

Everyone will just have to hope that these difficulties are not “terminal”.

So where would this leave the club if the Battery Farm, like the Concert Company, were to go bust? In the case of the Concert Company, the technically separate football club took a large sum for stadium rent before the CC went bust, leaving local traders out of pocket. There is therefore also the concern that the CC’s demise left a lot of bad feeling among the Inverness business community. So what’s the situation in the event of the collapse of the Battery Farm? Also, how much vehicular traffic would a Battery Farm create, and might this, on the already extremely congested SDR, have been a consideration when planning permission was refused?

Apart from the standard resolutions, there was probably as much said about the current, positive football situation as about finances. The manager, among many other things, revealed that, in the light of last season’s glut of May games and this season’s injuries, he has already taken steps to lighten training in anticipation of what might potentially be an even bigger concentration this year. He also revealed that the consensus among the squad was not to visit Hampden the day before the semi, and that a meeting had been held in advance of what will be the team’s VAR debut. Oh, and approval has been given to wear the HOME strip. As regards finances, the Chairman and CEO were both keen to emphasise the Freeport/ Battery farm etc initiatives for future funding, but this appears still to be some time in the future. The Chairman gave what perhaps wasn’t the clearest of indications that, especially given the demise of the Concert Company, they have - unsurprisingly - been depending on benefactors to maintain cash flow. However the CEO did volunteer, when it was suggested that the concerts had been financially unsuccessful, that the football club did receive from the Concert Company, in advance, payment for stadium hire and booking fees… and in full as opposed to the reduced payout, reported at the time as 65%, received by at least some other creditors. The Scottish Cup pay out will not be made until participation is at an end.

ROLLOX!! That’s what they want to call themselves…. Rollox FC. The establishment is best known as the St Rollox locomotive works (my grandfather worked there during WW1) and to me, the “Caledonian” bit is incidental, originating from the works making engines for the former Caledonian Railway (for which my other grandfather worked). If they don’t like Rollox FC and are all that concerned about having a name relating to their red and yellow badge then I suggest that they should call themselves Partick Thistle FC… and create some employment for the renowned PTFC posse of QCs with whom we in Inverness became more than familiar in days gone by. But in any case, SFA Articles of Association would appear to suggest that they are on a hiding to nothing anyway… so ROLLOX TO THEM!!

What a ghastly, negative video with at least two thirds of it harking back almost 30 years to the least appealing aspects of a 2-3 year process that so far has yielded 12 seasons in the SPL/Premiership, a place in its top six, European football and a Scottish Cup win… not to mention lower league and Challenge Cup wins. I was also at all of these tense episodes shown here, and a good deal more… also as a BBC reporter. Many on this thread will also have seen the tale unfold live. I see no case whatsoever for a video of this length, most of which attempts to portray the formation of this club in an unduly negative manner.

Spot on Johndo. When I wrote my Courier column …. dismissing a merger as “inconceivable”…. the commitment on March 1st that this AGM would take place this coming Tuesday (28th March) or very soon after was still alive. I don’t have the legal background (Companies Act etc) on Articles of Association but intuitively I find it difficult to see how a delay of four months can be permissible. I’m also not clear why they have failed to deliver on their commitment to 28th March. Maybe it’s simply that they failed to note that Scotland are playing that night but in that case a slightly amended date should have been named long ago. I would feel a lot easier if I could think of an alternative explanation that’s free from the quite sinister implications that this ongoing delay is simply inviting speculation about.

I did that on December 21st, AGM deadline day, by writing as a shareholder to the CEO. There has been no reply. I also made the same query the following day as a journalist through the media department who acknowledged my email and said they would pass it on. There has been no reply.

That is also my reading of the situation. Para 55 of the Articles of Association (which I accessed through Companies House) states that an AGM must be held within each year and that no more than 15 months must elapse between AGMs. This made the deadline 21st December last year - three months ago. If Para 55 of these Articles were not to be binding on the Board, then that would presumably also render the entire document redundant, which I would find difficult to believe. Perhaps there needs to be some recognition of the fact that the shareholders actually own the club and they appoint a board to run it on their behalf, which includes making appointments such as of the CEO and the football manager. At the risk of being repetitive, I find it astonishing that the board still has to acknowledge any of the content of a worrying set of accounts published by a completely external party three weeks ago and has, without explanation, failed to hold an AGM on a stated date of March 28th. Failure to meet this latter commitment can only raise concerns and speculation as to why….or is it simply because they noticed that this was the date of a Scotland game?

Will Hull 802 still require a proxy?

It has been clear for some time that the apparent pledge in the statement issued on behalf of the Chairman on March 1st to hold this statutory gathering on March 28th will not be fulfilled. The requirement to give 21 days’ notice currently means that no gathering can be held before 10th April, even if notice was served tomorrow. Implicit in Para 55 of the company’s Articles of Association is that the deadline for holding this meeting was 21st December of last year, so the extent of the apparent default appears currently to stand at 3 months and 20 days… and counting. As regards the company’s accounts, these were filed with Companies House on the deadline day of 28th February and duly publicised through the media from that source. So far, to my knowledge, the company has made no acknowledgement of its own of their content - not even to the extent of a single figure such as the £835,000 loss. Apart from that, shareholders and supporters have absolutely no information about the club’s financial fortunes in almost 10 months since the end of the period covered by these 31.5.22. accounts - a period during which the Concert Company, touted in earlier accounts as an apparent financial saviour…. collapsed with still unknown implications for the football club, despite (mercifully!) their having been technically separate entities. Now that the accounts have been filed with Companies House and an AGM date informally made public… why has the latter not been adhered to? At least there will be the revenue from the cup run - whenever that arrives - but, although extremely welcome, this is no panacea for a fundamentally loss making business of unclear cash flow status, kept afloat by wealthy well wishers.

There was nothing to bite at. I was just availing myself of the opportunity to clarify that, although the headline suggested that I was calling for a merger, in the article I actually described one as “inconceivable”.

Firstly I would emphasise that I did NOT advocate a merger between Ross County and ICT in that column. I actually dismissed it as “inconceivable” but unfortunately a headline was written implying that I had, and it appears that a great number of people who are not Courier online subscribers simply read headlines and guess the story from them without reading articles. What I actually did was to evaluate the financial situation in terms similar to what I’ve been doing here and I then concluded with the following passage (please in particular note the sentence “An obvious…… inconceivable”)…. “I now believe that two biggish clubs in this local area aren’t sustainable without serious charity from the wealthy, and Ross County have far more stable, albeit not necessarily indefinite, benefactor arrangements. Currently County are grimly hanging on in the Premiership with Inverness not even doing that. An obvious business solution would be a merger into a single, much more substantial and viable entity, but this is football where tribalism and supporter resistance make such solutions (Inverness 1994 excepted) inconceivable. Football instead resorts to its own economics of the madhouse and 30 years of that have certainly contributed to, but don't totally explain, Caley Thistle's current predicament, despite decades of wellwishers bearing gifts.”

Current issues include:- * An AGM, the holding of which is doubly in default of Para 55 of the Articles of Association, has yet to take place. * Based on a throw away remark in a statement issued nine days ago, we are led to believe that this is to be held on March 28th (the night of a Scotland Euro qualifier v Spain). However the 21 days statutory notice of an AGM on that date (Para 58) expired three days ago. * On February 28th, the last day allowed for filing, the accounts appeared on the Companies House website indicating losses to May 2022 of £835,000 and increased debts to trade creditors and HMRC, but no indication of turnover. So far there has been no acknowledgement, such as in the March 1st statement, by the club of any detail of these accounts. * What changes have there been in the club’s financial status in over nine months since May 2022? * Given that the Concert Company collapsed (with minimal detail provided), new income sources are urgently needed. Much has been made of a potential deal with a land company and of a battery farm. Given that the club’s capacity to earn money is very limited (although unknown due to the absence of a turnover figure) it would appear that the need for these income streams is quite urgent. How quickly will the battery farm etc come on stream?

I am on an identical mission to yourself, DD. The only indication of an AGM date has been an informal and incidental reference to 28th March concealed in the middle of last Wednesday’s extremely lengthy statement, although there had previously been speculation about 21st February - but that never materialised. For the 21 days’ notice specified in Article 58 to be realised, this would have to have been given yesterday but, as you say, there’s nothing in the post or on the website. I suppose it might conceivably have been mailed yesterday, but to me the relevant date is when it’s received, not when it’s sent… so it’s late. This situation is becoming increasingly unsatisfactory since even March 28 would be more than three months in breach of Article 55, but there’s more. The accounts were made public on 28 Feb by bodies external to the club (Companies House, whose deadline 28 Feb was, and the media) and to my knowledge, apart from inference from Scot Gardiner’s radio interview, the club itself has not yet even acknowledged that these accounts exist. They are not even referred to in that statement issued on the Chairman’s behalf the following day (Mar 1). I also seem to recollect that information about the collapse of the Concert Company back on the autumn was also sparse in the extreme, even though this had been touted as a potential saviour. As far as the accounts to May 2022 are concerned, I’m disappointed that the turnover figure has been withheld because we need to know what percentage the loss is of that turnover or of total expenditure. As far as shareholders are concerned, I am a simple £250 foot soldier, but there are people who have put hundreds of thousands of pounds which they will never see again into that club to keep it solvent and some clarity is urgently needed.

On December 21st, the deadline for holding an AGM, I wrote as a shareholder to the CEO asking when the AGM was scheduled for? By coincidence, it emerged that day that I was not the only shareholder wondering the same thing, so on December 22nd I submitted a media query to the club on the same subject. I have still received no answer to either question.

And it doesn’t even quantify/admit to the magnitude of the losses. I find it bizarre that after external parties made this company’s losses public, the company itself completely fails to acknowledge their existence in a prepared statement. There seems to be much enthusiasm for highlighting links with property management companies and Freeports and Battery Farms when the relevant questions must surely be: “How confident are you that these projects are going to be any more fruitful than the Concert Company?” and “On that subject, what are the implications for the football club of the Concert Company’s collapse?” and “What is the club’s current financial status as opposed to nine months ago as in these accounts, which also pre-date the demise of the Concert Company?” and “What have you been doing for cash flow in recent months?”

Spot on NJ. I find the minimalism associated with this whole affair very unacceptable. The excerpts from the accounts don’t even give profit and loss and to find the loss you have to scour the notes. This also means that there’s no indication of the vital parameter of turnover, which hence also prevents anyone from working out what the loss is as a percentage of expenditure or turnover which I think is quite important. Then there’s today’s verbose statement which is most notable for its attempts to create a smokescreen obscuring what really matters. I am absolutely astonished that a statement made on behalf of the Chairman 24 hours after the account details have leaked out via parties unconnected with the club should fail even to have an acknowledgement of how big the loss is. The statement failed to take ownership of extremely adverse circumstances which, as I write, the club itself has not yet acknowledged. And then there’s the first revelation of the date of the overdue AGM which appears incidentally to something else, and half way through this wordy statement. This doesn’t exactly make it very easy to obtain information about what’s clearly a critical situation.

Cheers DD. Post edited accordingly. I must have missed that in the statement …. not difficult in 800 words where a revelation of what is one of the key, urgent club issues of the day - the date of its very overdue AGM - appears about 400 words in and in a context which is incidental to an arrangement with a land management concern. I therefore look forward as a shareholder to receiving notification of this meeting and attendant documentation by Tuesday 7th March. I’ve got to say that I find this statement a slightly baffling way of communicating. As I see it, there are two items of information needing urgently and clearly communicated - the club’s financial details and a date for a very overdue AGM - but one is omitted completely while the other is obscured in the bowels of an extremely wordy statement.

Yes, I know it’s been a very long time since I’ve posted on here…life has taken a few different directions, but I did remember my password! What’s prompted me to post now is this extremely articulate and very well informed thread on a topic I’ve followed with great interest since even before the club existed as a supporter, a journalist and for the last 26 years, a shareholder as well - its finances. Moving on from that rather lengthy reintroduction, I must say that I’m rather astonished that today’s lengthy club statement of around 800 words makes no admission whatsoever of the specifics of what’s looking like an ever deepening financial crisis, as revealed yesterday by external parties. Headline items here include losses increasing 3.5 fold to £835K… deeper in hock to HMRC and trade creditors… 64% fall in net assets, large increase in staff to 92 and the auditors slapping a “going concern” notice on the accounts. These details were only revealed through Companies House yesterday, the company’s deadline for filing there, and picked up by the media… all before shareholders and supporters have been told by the club. And this information vacuum, given the absence of any financial detail in that statement, remains the case unless a calling notice is on its way for an AGM which, according to the company’s articles of association, became overdue on 21st December last year.(EDIT - AGM now called for 28.3.22.) There has been such a delay with these accounts that the information they contain is now nine months out of date, which is a long time when financial fortunes are in freefall. Has the situation got even worse? In 2021 we were told that concerts were going to be the financial Messiah… and then the concert company collapsed. What are the implications of that, because even though the Concertco was a legally separate company from the FC, although both its directors were also FC directors, there must be reputational and other issues to consider and other apsects to scrutinise. And what are the specifics of these “land” arrangements and “battery farm”? Someone in an earlier post (and it’s great to see so many of the “usual suspects” of years gone by still contributing magnificently on this forum!) suggested that ICT hasn’t had a boost from benefactors like Ross County. I’m not sure if I totally agree with that and would start with Ian Fraser’s £330K in 1996 and continue through a multi-faceted £3-ish million from Tullochs, several hundred thousand from Muirfield Mills, part of a million in new capital that appeared during 2018-19 etc etc. Then there’s goodness know a how much in loans and donations just to keep the club solvent and it’s all gone simply to sustain a long term underlying loss situation. This club has therefore had substantial external assistance but still finds itself in the financial plight described in these nine month old accounts…. or possibly worse. However any insight provided to fans, shareholders etc has been very limited. Meanwhile one major current issue is why (EDIT now called for 28.3.23.) is why the deadline was so lengthily missed for an AGM where shareholders can require the board to shed some light on what appears to be an increasingly alarming situation?