DoofersDad

The Courier reporting that Wednesday is the deadline for any offers to buy the club or of investment. The Board will then meet at the end of the week to evaluate the offers received. There is no confirmation whether any offers have actually been received. If no offers are received, then presumably there is no alternative to the Administration route and they might be able to put something out on Wednesday to that effect. Silence on Wednesday might therefore indicate that offers have been received. I therefore look forward to no statement on Wednesday.

If Gardiner pursues his threats of defamation actions, some things will be easier to prove that others. One that should be easy to clarify is Gardiner's assertion that the Board and Savage agreed that Savage would become a Club Director, only for Savage to then resign the next day. The Club has stated that the communication to Companies House was an administrative error with, I seem to recall, someone simply assuming that he had been made a Director given the authority he had been delegated. If Savage had been appointed as a Director, this could only be done at a formal meeting of the Board and it would be recorded in the Minutes of the meeting. Whilst the Minutes will be confidential, there is surely no reason why the Board can't issue a statement to confirm the Savage had not been appointed as a Director, if that is the case. My concern here is that this is a strange thing for Gardiner to allege if it isn't true. If it is true, then Savage and the Board have some questions to answer. The Board have more important things to address in the immediate future, but hopefully some clarification will be forthcoming in the fairly near future.

HT 2- 0 FT. 4-0

Thanks. I've had a look at the Model Articles of Association and I think you're probably right. If so, then the Battery Company and any potential profit from it would not be a consideration for the administrators.

Are you sure? My understanding was that the Battery Storage company was set up specifically with the Club as the parent company, so to speak. This is why the Club was listed as the "relevant entity" with the powers to appoint and remove Directors. This is entirely different from the Concert Company which was really just a renaming of one of Morrison' redundant companies. Apart from the Stadium being listed as the registered address, there is nothing in the documents to suggest the Club had any legal involvement. The subsequent allocation of shares in the Battery Company to the 3 (now former) directors of the club may well have been a ruse to shield any proceeds from Administration and would have been done with the blessing of the club. Whether or not it was the intention to also remove the Club's control over who the Director's are, the fact remains that there is nothing in the Companies House records to suggest that control has been removed. Therefore it is important to know if this is still in place, regardless of whether it is an admin failure or not. If it is, and if the administrators have the legal power to take over the controlling role, they could remove the current Directors and replace them. They could then issue further shares at a nominal £1 each so that the shareholding of the 3 current shareholders is greatly diluted and then sell the company to someone who would take a gamble on the appeal being successful. The administrators will be interested only in how much they could get for the company now, rather than securing it for potentially much larger future profit. Risking £200k for a potential profit of 10x that might be attractive to the Makwanas of this world. Currently any profit to the club from the Battery Company is dependent on the non legally binding promise of 3 former club directors who have yet to write off their loans and have thereby plunged the club into crisis. If the Administrators ensured that the bulk of any profits came directly to the club, then the club itself would become significantly more attractive to any potential bidder.

Definitely rolling for me too. Two of the questions I put to the Supporters Trust list were as follows:- Can the club explain what the implications for the administration process are of the Charges Mr Morrison and Mr Munro have lodged against the Club at Companies House. If the debts payable to these 2 cannot be paid, will the assets detailed in the Charges become the legal property of Morrison and Munro or does the administration process invalidate the charges? Mr Morrison and Mr Cameron are the sole directors of ICT Battery Storage Ltd. They together with Mr Munro are the shareholders. However, the Companies House records list the Club as a "person with significant control" with the right to remove or appoint directors, to have 75%+ voting right and to have 75%+ of shares. So if we go into administration, would the administrators have the power to take back control and effectively include the Battery company as an asset of the club which might then be sold to a third party to help pay other debts? I was unable to attend the meeting but I have now had the chance to watch the video. Whilst the points in my questions weren't specifically addressed, it appeared to me that Alan Savage was confident that the administration process would deal satisfactorily with the outstanding debt. There also seemed to be confidence that should the Battery appeal be won, money to the club will follow. I don't share that confidence on either point. The document regarding the floating charges lodged at Companies House seems to me to suggest that the charges would automatically be enforced should the Club initiate the Administration process. I am simply a layman in these matters but if the charges were to be put into effect, that would mean that the assets of the club become the property of Morrison. Clearly Alan Savage know far more than I do about these things and he seems confident in the process, but nevertheless, it would be good to get some expert clarity on how the wording on these various documents impact on the administration process. It is worth noting that Morrison's colleagues on the Board presumably would all have had to agree to the conditions in the Charge document as a condition of Morrison making the loan. All 3 of the current Board members should, therefore be able to clarify exactly what the implications of this document are. In particular, Scott Young was the Director who signed the document agreeing to the terms on behalf of the Board. Hopefully the Supporters Trust will be following up with the club and seeking answers to any pertinent questions which weren't fully answered at the meeting.

Below is the text of Will Clark's report in the Courier. Interim chairman Scott Young says administration is the most likely outcome at Inverness Caledonian Thistle next week. However, he says there is still a chance of interested buyers agreeing a deal to takeover the club by next Wednesday. He was speaking as Inverness Caledonian Thistle held an open meeting to talk about the perilous financial situation it is facing. Inverness Caledonian Thistle say they need to raise £200,000 by Wednesday, October 16 or the club will be forced to go into administration and become insolvent. Inverness also need to find between £1.4 and £1.6 million so they can continue until the end of the season. It was reported that there has been expressions of interest from Denmark, United Arab Emirates and United States about investing in the club. Young says for any deal to save the club from administration, it must happen by Wednesday, October 16. But he says at present, administration at Inverness Caledonian Thistle is the most likely course of action. He said: “I think at the minute it is probably the most likely route that we will have to go down. “But I am a glass half full, rather than a glass half empty and I still remain optimistic that we might be able to get something over the line before then. “We may not, in which case, I and the board can hold our hands up that we tried and looked at every option that was available to us. “If we go down the administration route, we will embrace that and we will look to come out of it even stronger. “But there are communications with several interested parties.” Around 200 people turned out to the open meeting on Monday night at the Caledonian Stadium where they had the opportunity to ask the board questions. Along with Young, also taking questions were directors Graeme Bennett and Gordon Fyfe, chief executive officer Charlie Christie, honorary president Roddy Ross and financial consultant Alan Savage. Young was pleased with the turnout at the meeting, saying it showed fans cared for the future of the club. “I am a fan first and foremost before being a director. We were as honest as we could be to questions and I think fans appreciated that. They might not have agreed with everything we said or we have done. But they realise the situation that we are in. They will go away more understanding than they were before the meeting tonight.” He added: “All going well I see us having a future, I don’t know what kind of future at the minute, but hopefully a future where we can learn a lot of things.” Alan Savage, who was appointed as a financial consultant for Inverness Caledonian Thistle believes that administration is the best way forward for the club. He believes that it is the club’s best chance of survival, even if it means a 15 point deduction in League One and having to fight a battle against relegation this season. Savage said: “The club has the best chance of survival if it goes through administration. If it falls into liquidation, it has no chance. It is the better of two evils. “If we are insolvent then something has to be done.” Savage, who is the owner at recruitment company Orion Group, also admitted that administration would result in staff at the club losing jobs, including players leaving the club. But he said they would do their best to look after them and also ensure the club has a future to look forward to. He said: ”There will be some players who will move on which we would try to mitigate at Orion and we would try to find people jobs. “We will try and look after some of the suppliers who may suffer. “We are a community club at heart, we want to do the right things. “We are in a mess due to five years of neglect and we have to face up to that. “If we can go into administration in control, which we will be, that will benefit the club. We will have the ball and we will run it.”

I agree that all opinions and potential solutions should be listened to, but the reality is that a large meeting is not the best way to do it. Meetings are time limited. If, for the sake of argument, a meeting was held outside in the main stand with around 500 people present, you would end up with less questions being asked then if it was inside as planned. There would be time wasted with people running round trying to get mics to people who want to ask questions and the usual issues of people not hearing things and asking for things to be repeated. Mechanisms are in place so that all opinions and ideas can be listened to. The club has given a contact email for money saving ideas and the Supporters Trust is collating questions. This will allow questions to be screened so that the most relevant issues are raised at the meeting and that others are addressed ASAP with the answers made public. Individuals are also free to post their questions and ideas on whatever social media platforms they subscribe to. Having said that, I believe public meetings have a real value too. Directors are seen to be standing up and directly responding to the club's supporters and being accountable. It gives an opportunity for more detailed explanation on a handful of issues and for some comeback on what they say, but with the best will in the world, there simply won't be time to properly answer all the questions people might have. I would have liked to have gone to the meeting but I have a prior commitment. I've submitted some questions to the Supporters Trust and am happy that they will find their way to the club.

Amusing too! Just the thought of somebody wasting time scrolling through 1000+ names just to see if Charles has donated, and completely failing to grasp that Charles might be one of the large number of people who donate anonymously!

I know time is tight, but as the shareholders are the owners of the club, there should probably have been a shareholders meeting followed by an open meeting with priority given to ST holders. It will be interesting to learn just how many of the tickets were obtained by people who have no interest in going.

I hope somebody from the Supporters Trust has got a ticket because they've got all the questions! I'm sure they will get in regardless, but seriously, if people who want to go aren't able to, please make sure you get your questions into the Trust ASAP to give them time to collate them before the meeting. I won't be there due to a prior commitment but I have submitted some questions to the Trust.

Well, if you can't get a ticket, you can always watch from the bridge!

There's a lot of things that appear quite contradictory. Lots of questions but very few answers. At the moment there would appear to be an obvious way to wipe out most of the debt but no solution to how we attract new money to invest in going forward. Maybe Morrison has been informed than Makwana now has proof of a significant source of funding? For all his faults and poor decision making, I do think Morrison genuinely wants the club to thrive. Morrison is not on the Board now, so shouldn't be involved in any of the negotiations involving Makwana.

HT. 0-1 FT. 1-1 ICT. Charlie Reilly Opps. Gavin Reilly Crowd. 1186

Thanks for the helpful response. The key thing here is that the vast majority of the debt is owed to 3 men who, until very recently, were Directors of the club and who, we have always been told, have been fans of the club since it was founded. The club has little in the way of cash or assets, so if the club does go into administration, there is no way they are going to get their money back except in the very unlikely event of a buyer coming in who is prepared to pay off the loans. If we get liquidated then they get nothing. On the face of it, they should accept that reality and, in the interests of the club they claim to support, write off the loans and free up the club from that debt Where it gets interesting is the assets they have control of. The three of them own the shares in ICT Battery Storage Ltd with Morrison and Cameron being the Directors. That would suggest that potential proceeds from the BESS are protected from the administrator or a 3rd party buyer and could be fed back into the club at the discretion of the 3 of them at some point in the future. However, the Companies House records list the Club as a "person with significant control" with the right to remove or appoint directors, to have 75%+ voting right and to have 75%+ of shares. So if we go into administration, I wonder if the administrators would have the power to take back control and effectively include the Battery company as an asset of the club? Morrison and Munro are also the sole Directors of Inverness Caledonian Thistle Properties Ltd. This owns the leases for the ground around the stadium. There is no club control noted for this and therefore this land is presumably completely outwith the reach of the administrators. In addition, Morrison holds a charge against the Club at Companies House, which involves "Floating charge over all its property, undertaking, assets (including uncalled capital) and rights owned now or in the future." There is also a 2nd charge involving Munro as well. So, what are the implications of this? If administration looms, does this mean Morrison can say he wants his loan repaid now, and when the club says it can't pay, he enforces the charge and all the assets of the club pass to him? He and his 2 colleagues then write off the loans, pay off Gardiner and the club is debt free but Morrison, Cameron and Munro own everything between them. It seems to me that Morrison has the power both to completely asset strip the club for his own future profit or to protect the club from the administrators and the assets being sold on the cheap to a third party. If the intention of Morrison, Munro and Cameron is to protect the club from the administrators, then surely the time to write off all or most of the debt is now! If most of the debt was cleared, then the focus of the club going forward could concentrate on the steps required to balance the books and we would be a far more attractive proposition for any potential credible buyer. This is all speculation on my part, but I do think it is important that we can get an expert opinion of how the complications of Morrison's Charges and the two related companies impact on the Club's current situation and on the situation should we go into administration. Clarity would help people make a decision on whether they want to contribute to crowdfunding, and if so, how much they want to contribute.

The meeting needs to be about looking forward. In order to do that properly we need to understand the process and consequences of Administration and of struggling on to try and avoid Administration. How, for example, would the administrators deal the outstanding loan debt? What I am sure we would all agree on is that we do not want the club to be liquidated. I certainly don't like the idea of Administration either, but other clubs have been through the process and have fully recovered within a few years. I wonder therefore whether desperate efforts to avoid administration will only delay the inevitable and could do more harm than good. I worry that in order to avoid administration, the Board could look to sell the Club off to some unscrupulous buyer whose long term aim has nothing to do with football but everything to do with the potential development value of the site. Sadly, I have more confidence in the Administrators to sell the club to an appropriate buyer than I do in our own Board. If we raise the £200,000 what happens. next month? To reduce the difference between income and expenditure, the Board would need to make some of the cuts the administrators would do in any case. We would still need to find significant sums in donations every month until we could be in a position where there was a balance between income and expenditure. It would be hard and none of that touches the massive debt the club has. How long could we survive like that unless former Directors write off their loans? Would administration be worse? It would be brutal at first with redundancies coming quicker, but presumably it would allow recovery to start quicker and make the club a more attractive proposition for more appropriate buyers?

It is the 3 remaining Directors who are making the decisions. Savage has just been a Consultant and now that he has reported to the Board, I'm not at all clear what his role is, or even if he still has one. This latest news is simply bizarre. Given how dismissive Savage was of Makwana's approach and of the Board seriously considering his offer, it beggars belief that the Board has re-opened discussions. And this on the say so of the former chairman whose catastrophic record of poor decision making has led us to this sorry state. Savage must be tearing his hair out. I can't see Makwana having the funds to bail the club out and take the club forward, so I wonder if they are now having discussions about Makwana being a post administration buyer? It is strange that this news should break on the same day that Panos Thomas suddenly quits as a Director as it has echoes of Thomas and another dubious "money man" at Watford a few years back. Is Thomas going to suddenly reappear at Makwana's side as a potential buyer post administration? That is pure speculation on my part. I really don't have a clue what is going on now. What I can be sure of is that there will be a lot of discussions going on behind closed doors involving people with a lot more money than I have. I think we have to expect the unexpected.

Fundraiser now up and running on Go Fund Me. Currently standing at £10!

If the house is burning because a pile of old wood up against the walls was set on fire by the Gardiner, then you can help to save the house by removing the old wood. I agree we need to focus on ideas for the future, but we can't simply ignore the fact that our current Board are part of the problem for going forward. With the exception of Scott Young, it is clear from all the social media platforms that any trust the shareholders and wider fan base have in the Board is next to zero. Looking forward, it is also clear that people would be more willing to contribute to a fighting fund if we had a new Board under Alan Savage. The dead wood has to go.

Well said Scotty. With regards to the Supporters Trust, Thomas’s words sound to me more like setting up the Trust and the fans to blame if the fundraising falls short.

Absolutely. They should also be making projections on the assumption we get relegated.

It is a long letter from which much emerges. I'll pick up on 4 points just now. I'll apologise in advance for sounding so negative. One of the things mentioned which might help is to get the 7/8acres of land surrounding the ground re-conveyed to the Club. The Current leaseholder is ICT Properties Ltd and it will come as no surprise to anyone that the sole directors are Ross Morrison and David Cameron. Interestingly, the last financial statement of ICTP shows an unspecified debt of over £4.5m. I don't know if anyone could shed any light on what that might be? It mentions that former Directors' loans total £3.425m. That would suggest that none of them have yet taken the appropriate steps to write off their loans as it was previously suggested they would. If any of them have done the decent thing, then that should have been specifically noted so they they are not seen as quite so culpable as their colleagues in this shambles. Apparently only Alan Savage has dipped into his pocket. One assumes, therefore, that none of the current Board have dipped into their pockets to help address the mess they are responsible for. On a more general note I am really quite angry about the tone of the letter. It comes across as though the Board are and have been doing all in their power to get the club on a sounder financial footing. The truth is they share a significant level of corporate culpability for decisions made and not made over recent years. That being the case, it is very disappointing that there is not a hint of contrition or an apology for their part in all of this. Against this background, it is difficult to see why the fans should now be expected to dip to their pockets just to delay what is increasingly looking like inevitable administration.

No. It was the collective responsibility for the astonishing level of incompetence.

Yes. You have either missed Scotty's post immediately above mine which has a screen shot from Companies House, or, if you were wondering why it is good he is no longer on the Board, it is because he has been on the Board since November 2019 and therefore must shoulder some responsibility for the mess the Board have allowed the Club to get into.

It's good he is no longer on the Board, but there is still a charge registered by him on the Companies House site. We had previously been informed that Munro, Morrison and Cameron had agreed a combination of writing off their loans or having them converted into equity in order to help the club out of this mess. There is, as yet, no sign of this happening. The longer it takes for them to do the decent thing, the more it looks like they are set to try and squeeze as much money as they can out of the club regardless of the consequences.