Achfary

Indeed. The board whisperer struck again. Birds of a feather flock together, so both sides were in good company. But it beggars belief that Courier and P&J sub-editors not only entertained the claptrap, but then went on to actively facilitate the codswallop, and leave it unfiltered and unchecked, without comment. Their papers are the poorer for it.

More like Quantum Leap for MM, "to put right what once went wrong". Be still my beating heart. I'll go for the Wonder Years (Fred Alan Savage) if it's all the same.

The fact it is an 'exclusive' in a national newspaper... kind of does indicate a 'revelation', no? It's one thing to leave local businesses worse off after entering into dealings with it, and not minimising that at all. But leaving other SPFL clubs worse off attracts a very different sort of attention: there is the matter of undisclosed fees still due (and given what the board and CEO saw fit to pay its manager, what's the liability?...) there is cumulative interest due (calculated on a daily basis at a rate of 5% per annum over the base rate) according to the rules and regulations of the SPFL on temporary transfers there could be an SPFL embargo on any further player registrations '...until such time as the agreement is honoured' ICT could be found to have been unfairly trafficking in temporary transfers which puts it in breach of the the rules and regulations of the SPFL (leading to an order to pay the sums owed, or an SPFL inquiry, which in turn could lead to a fine, a points deduction, or any sanction it likes...) There is a reason to sit up with surprise at this one. The board have now made an even worse enemy of the club's future. These funds should have been ring fenced just prior to the signing of the agreement. There's no excuse. And when does this turn into gross misconduct - cashing bad cheques all over. There were nine players on loan (is the breach limited to just two players?) -Alex Samuel (breach of temporary transfer contract agreement with Ross County) -Cammy Kerr (breach of temporary transfer contract agreement with Dundee) Aribim Pepple (honoured any fee with Luton?) Sean McAllister (honoured any fee with Everton?) Samson Lawal (honoured any fee with Livingston?) Morgan Boyes (honoured any fee with Livingston?) Jeremiah Chilokoa-Mullen (honoured any fee with Leeds?) James Carragher (honoured any fee with Wigan?) Max Anderson (honoured any fee with Dundee?) What happens if, as is likely, the SPFL's first action is to insist ICT to pay all and any outstanding monies owed to SPFL clubs immediately, and ICT don't? SPFL just shrug shoulders, say, 'ach'? Ah, CEO, with these creditors you are really spoiling us!

There's a lot of balderdash in the Courier, tommyrot coming from ICT's channels, and taradiddle from S7V, but omnishambles encompasses it entirely.

No, but that's a very positive development. Perhaps the arrival of the grown ups can help the board get serious. I don't have any confidence at all that S7V are credible, but it makes sense that only a board and CEO lacking any credibility would lend credence to it, and every single media piece that comes out only reinforces that. If S7V has been a certain individual's idea from the get go, as the best (only?) bet to keep their gravy train going, then it's high time this was called out by more than just fans. Dollars to donuts a faustian bargain has been struck somewhere along the line. Hopefully this is the start of unravelling it by actual business-minded people, in place of the ambulance chasers of the football world.

Through the looking glass stuff. They have two weeks to report if a director changes. It's also two weeks for Person of Significant Control (PSC) update, but this is just to update information in ICT's PSC register (and then another 14 days to tell Companies House, so effectively a month +) They have up to one month to tell Companies House if they issue more shares in ICT. So, if they have managed to somehow use ordinary resolutions to a greater effect/in a different spirit, it's possible, but the question is could they have marshalled a bare majority without any fanfare? As with the late company accounts and AGM, few are labouring under the illusion that good governance and compliance are the order of the day...

If you say it's a fortnight overdue, then that goes some way to explaining why no shareholder (with the requisite shares) has called a general meeting. It would have been able to be waived away, in lieu of an upcoming AGM. However, a late AGM when in the light of i. the resignation of long-standing Chairman, ii. the appointment of a new, interim Chairman, iii. the 'resignation' of a CEO, iv. a cry for help from the board and v. an offer for majority ownership being accepted, is yet another in a long line of symptoms of a very dysfunctional board and senior leadership. Wonder when AGM+14 will happen?

Ah. You can see item 561, the need to give existing shareholders first dibs, being excluded. That means it's probably in the articles now/ a standing resolution. No AGMs required for a private company, unless ICTFC articles of association stipulate otherwise.

Legally complex, with so much wiggle room for the board were they so inclined... My reading would be that it is now more incumbent on shareholders to call one, i. to be certain of it happening and ii. to give it greater weight. They have plenty good reason to call one and I'd like to see the board try to call it vexatious! Conquest's Third Law: "The behaviour of any bureaucratic organisation can best be understood by assuming that it is controlled by a secret cabal of its enemies" (Conquest said that a bureaucracy sometimes is even controlled by a secret group of its enemies, e.g. MI6 after WWII). George Orwell: 'Those who control the present, control the past and those who control the past control the future'.

The numbers are really interesting - it does suggest a grand scale. Avoiding holding an in-person general meeting by using written resolutions (Zoom?) - could be done easily enough. But to discuss the actual scenario, to the best of my knowledge (limited)... Usually, the first course of action in a share transfer (e.g., Mrs Bloggs to Mr Doe) will be to inform other shareholders of their intention to retire/cash out, yes. This ‘right of first refusal’ is usually so that existing ordinary shareholders are afforded the opportunity ahead of external, unknown quantities wanting 'an in'. If there is a share issue current shareholders should also have the opportunity to buy the new share issue: they should have first right under sections 561 and 565 of the Companies Act 2006, as statutory pre-emption rights. Moving on, in theory, typically you need a special resolution for: disapplying the shareholders’ rights of first refusal following a new allotment of shares (see above); reducing your company’s share capital or instituting a share buyback; changing any rights attached to the company’s shares; and approving the sale of the company to another buyer. So, could a board of directors have called a general meeting, but failed to announce it properly, but still leaving a resolution valid? Possible, but still the special resolution threshold (75%) seems too high. Ordinary shares have various kinds (managerial, ABC, non-voting, etc.). Was there a class resolution, with shareholders of one class/category that allowed something to occur? Or, was there ever an ordinary resolution (50%) to give authority to the directors and which could have changed the articles of association (because it could, in theory, be used to get around the normal special resolution needed to change articles of associations..). Basically, the current articles of association would need to be looked at to be sure, and could be a Pandora's box. In normal times, all things being equal, retiring/cashing out shareholders would offer them to the existing shareholders, and the directors would be offering existing shareholders first dibs at new shares, and there'd be a general meeting for a special resolution (vis-a-vis S7V offer)... If ifs and buts were candies and nuts, we'd all have a merry Christmas.

If put to it, the constant limelight is starting to make me rethink. The sums that CB has put forward for a majority share, (assuming these can't be circumvented), are obviously insurmountable for a company that's never handled more than several thousand quid. Then, it would be very odd for an offshore financier backer to consider funnelling a large chunk of their clients' money through such an unstable company. Let's say there was some reason to do that, they'd surely be keen to avoid this high exposure, high PR, high promise media extravaganza, and want to work a tad more quietly and discreetly. Added to that, there's surely easier ways to get a RoI on £5m (to buy a majority share - if correctly estimated) for their clients than sinking an established football club, dismantling a stadium, trying to convert CGF land -requiring HC buy-in and Sheriff Court permissions - and which 7 months ago just opened a Waste Transfer Station next door. So, I'm wondering if there's now more clarity between the info in that 'cry for help' from ICT in early June and the reality hurdles from the due diligence on the ground (pre-conditions set by S7V/backer) If so, this could be a cul-de-sac that only prolonged the inevitable. Which individuals benefit most from a prolonged, drawn out takeover, as opposed to immediate administration?

The board have a legal duty to exercise reasonable care, skill and diligence more generally, but reading takeover documents, they put the due diligence onus onto the buyer, S7V. I suppose that makes sense, if you buy a second-hand car, I'm sure you kick the tyres, but the dealer/seller will take your money with few questions asked. I think in the accept offer/timeline stage, there is no general requirement to show proof of funds, just to come up with them at the stated time. So, while the board would need to be reasonable about it (going by Companies House alone, no..), and ensure there's no sanctions on the buyer, it is very much "pay up or shut up" at the deadline time (or extend it...). It is very frowned upon to make an offer and not come good which is why the info that came from H&Y was interesting reading.

That means either there is some very, very serious money being suddenly found by S7V (strange given that is 'technically insolvent' itself), or it's a busted flush already and the panel are just making it interesting. There would need to be very little politicking, lots of goodwill and lots of wiggle room/relinquishing of monies owed to avoid it, if S7V don't come up with the goods. One concern of any Administration is the SFA licence, whereby "Entry" would be the only award attainable for three years after an insolvency event, but even then that's contingent: "...provided the club meets certain conditions, as set out by the Licensing Committee, at its discretion, and approved by the Scottish FA boardroom time to time". Even getting 'Entry' (not a given, but the maximum) from SFA is not good enough, it is then up to SPFL to award a waiver, relaxation or period of grace, in lieu of a 'Bronze' award. It's not as if central belt clubs are automatically disposed to the A9... Ditto. Both S7V and ICT board have proclaimed a done deal, subject to the lawyers, and for a majority holding. But CB's post means that would require some serious hard cash, and/as it's doubtful all the larger shareholders have lined up suddenly to cast them off, and I also don't know how this can all be achieved on the q.t. in response to your query on shares being issued. You have to wonder how much this takeover panel/ ICT board really believes S7V will come good, and how much they'd care if not.

Approaching Duncan Ferguson, who had just five months of experience at Forest Green Rovers as a full-time manager, and in those months saw him manage 18 games with only a single win and 3 draws, and leaving in July 2023 was incredibly suspect. Giving him a three-year contract in Sep 2023, for a reported £5,000 - £7,000 a week according to The Times Newspaper, shows how much blatant disregard the board and CEO had/have for ICT. The other many failed ventures were rank incompetence and hubris, but the appointment of Ferguson stands out as an appalling act. Gambler has not made the club money, it is quite the opposite!

Six months ago, Clach Supporters Trust wanted different people on the board, as is their right as majority shareholder. Finishing second from bottom probably explains some of the why, but Alan has publicly said Orion's relationship had ended because Clach wanted different people in. 13 years is a fair term for any backer anyway. Anyway, if an insolvency event happens, then even Alan Savage may not be able to save it. This isn't as easily remedied as Clach/in the Highland League. Once the Insolvency Practitioner takes over, all bets are off. The largest shareholder consortium- MM - hold *many of the cards, but the club is out of aces, with Scot Gambler counting the money whilst still sat at the table.