Achfary

58 minutes ago, RiG said:

Yeah fair point that the fans saw through his mince quickly. Same definitely couldn't be said for many at the club and some of the local press who were quick to let him spout nothings about his plans without any pushback.

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.  

6 minutes ago, snorbens_caleyman said:

"Help me, Muirfield Mills!  You're my only hope.".

"Muirfield Mills?  Now that's a name I haven't heard in a long time.  A long time!"

More like Quantum Leap for MM, "to put right what once went wrong".

11 minutes ago, LisleRightPeg said:

Yea I’m hearing rumblings that Savage and co are stepping in. I expect big changes if true 

Be still my beating heart.  I'll go for the Wonder Years (Fred Alan Savage) if it's all the same.  

4 hours ago, Yngwie said:

It’s not a revelation that we haven’t been paying creditors, it’s a matter of public record, and it has been stated that we have accumulated around £300,000 of overdue liabilities and that we’ll be going bust very soon without a substantial cash injection. So I’m surprised people are surprised!

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

11 hours ago, Charles Bannerman said:

Has anyone heard anything about a meeting between the Board and the bigger shareholders, but not involving Scot Gardiner? What I heard was that the shareholders are keen to help the club if they possibly can. If this is the case, then I would look on this as a welcome development.

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.

5 hours ago, snorbens_caleyman said:

It's been changed back to Seventy7.  The person who made the edit says that "The club have confirmed the change of majority shareholder."

Did I miss that confirmation?

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...

10 hours ago, Charles Bannerman said:

They do apparently need AGMs. There has to be one within each calendar year and no more than 15 months between meetings according to the Articles.

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?

1 hour ago, snorbens_caleyman said:

https://find-and-update.company-information.service.gov.uk/company/SC149117/filing-history?page=2

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.

1 hour ago, snorbens_caleyman said:

I can't see minutes of the AGMs, so I don't know if this has come up with since 2017.

1 hour ago, Charles Bannerman said:

And on the subject of General Meetings, the AGM is now 13 days overdue.

No AGMs required for a private company, unless ICTFC articles of association stipulate otherwise. 

3 minutes ago, Charles Bannerman said:

Thank you for that insight into what seems to be a legally complex situation!

Legally complex, with so much wiggle room for the board were they so inclined...

4 minutes ago, Charles Bannerman said:

It continues to seem to be that the need otherwise for a General Meeting is fairly central here.

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! 

13 minutes ago, Charles Bannerman said:

There is possibly an issue of trust here since I don’t think that there is huge supporter confidence in how “up front” the operation of the club has been of late.

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).

18 minutes ago, Charles Bannerman said:

By the way, Wikipedia is already listing 77 as “Owners” and I have started a new thread on that.

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?

6 minutes ago, CELTIC1CALEY3 said:

Presumably SG or Consultants have carried out detailed credit and other checks before recommending to the Board acceptance of the takeover offer? It sounds quite a complex takeover. Reaching 50.48% must surely be the minimum target and not certain to be achieved so therefore with a margin of error built in?  At this stage it should be down to solicitors exchanging correspondence to reach agreement for signing.

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.

39 minutes ago, Charles Bannerman said:

If you don’t mind me splitting hairs, Muirfield Mills, acting as a single unit, have more of the cards than anyone else, but by no means most of them. Currently they have 18.5% of the voting power and that brings me back to the figures I posted the other day which appear to show that, for every £1M short of £5M that Makwana puts in, he is going to have to acquire around 450,000 shares from existing holders to reach his 50.48%. It therefore looks as if he’s going to have to do a fair bit of acquisition.

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.  

44 minutes ago, Charles Bannerman said:

Clach went into administration in 2009 and seemed to emerge from it without too much difficulty. However the figures involved in ICT are of a different order of magnitude so it would very much depend on what commitment any rescuer might have. I would imagine that if there is an effort to rescue from admin, those behind it would have costed it as far as possible.

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... 

1 hour ago, IcyT said:

I'm trying to understand how S7V presumes to be able to take control

...

So, does S7V have the support of existing shareholders in these numbers to enable it to acquire a majority?  There must, one would think, be a lot of discussions going on behind the scenes... 

 

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!

20 hours ago, ictbob said:

Steve wonder can see Alan savage is just waiting for this to go into administration. He's keeping his 10 Bob's worth in the press. Grassa and chisholm are his eyes and ears within the club. He refuses to work with certain directors and has pulled the pug on his funding of clach as he has "other projects to fund". Amazing how we don't hear from him for years but as soon as the club is on the brink he's never out of the Inverness courier?

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.  

If shareholdings of 5% + can call a general meeting, I guess they are keeping their powder dry.That's understandable.  S7V still have to be afforded time to "pay up or shut up" as it's known, under the offer's terms.  

The only caveat there is an indefinite timetable, in which the 'pay up' date can be postponed by panel (ICT) and S7V if both so wish.

If those larger shareholders, who are not under the S7V 'target' umbrella, are committed to seeing that ICTs directors comply with their general duty to exercise reasonable care, skill and diligence, especially on the "pay up or shut up" timeline and CEO resignation, then that's great.  

I do think Alan Savage deserves immense credit for his stance, but this was not meant as a dig at other larger non-S7V-target shareholders.  Just the dawning realisation that those not under the S7V/Panos & Gardiner umbrella are the only realistic agents of change and our last hope.

13 hours ago, CELTIC1CALEY3 said:

Highland Council officials may have had some contact with him but for any major development decision reports would need to go through various committees to the full Council. The next THC full meeting is on 19th September 2024.  If Makwana thinks he can complete everything by 31st August 2024 if it involves any level of complexity.....

You can also take it THC will involve expensive consultants and many experienced officials to analyse proposals.  Even Makwana cannot emerge out of nowhere to be preferred bidder on a massive development.

I agree, though someone must have pitched the idea of land having potential to Ketan, given his Courier monologue?

'The Price of Football' podcast covered this on Thursday, calling S7V 'technically insolvent'.  They said the Factortech [et al] link was a mortgage, which is odd, they said, given S7V was technically insolvent. They also state the money put into ICT's bank was £30,000 (but said there could be other money being paid to shareholders). This thirty grand could just be a sweetener/running costs and separate from monies to ownership. 

On ICT side, normally, section 175 & 177 of Companies Act 2006, would require directors of ICT to be transparent (i.e., on declarations of interest in a transaction/conflict of interest), but it applies individually, and if the other directors are aware/have authorised, then there's a loophole there.

Highland Council of course have to go through internal processes, and a few external ones, but they do have a lot of control and delegated powers, including ones they can choose to use that they haven't in the past. 

--It could be as simple as the current board want to get other people in (S7V) who don't look before they leap, before administration kicks in, so they can be disassociated with all the fall out/hassle/scrutiny and/or be a creditor when it does.

--It could also be the case that some have, over the last several months, been busy working out how the fruits of the land could be ripened, to hastening ill a prey.

It is the lack of noise among shareholders that is concerning.  Charles has already listed the large shareholdings, and except for Savage, there's been no comment or movement.

The custodians and decision makers are now Thomas Panos as Chairman, Scot Gardiner as CEO, and soon a 'technically insolvent' Seventy7Ventures, while the large shareholders (except for one) just walk on by.  

2 hours ago, DoofersDad said:

“Well, we are about to make history because we are going to put that land back under the club’s ownership and that is the first line of rehabilitation to stabilisation and what goes on that land will have a financial impact and reward to the club that can be reinvested back in.

Is this the realisation of Highland Council's 2006 Longman Core Development Brief for Longman Bay? It referred to it in 2019 CGF report, which means it has some stamina as a plan.  

If Highland Council are backing this, it could happen... 

The value of the total Common Good Fund dictates who has the say in the sale/distribution (disposal) of assets.  

If the value of the asset amounts to over 10% of the total CGF, which would presumably be the case for Caledonian Thistle Football Ground, then it is the Highland Council who decides (at least to go to court).  

The Highland Council needs the Sheriff Court's approval for change of use/disposal, but it does need to follow consultation protocols and take into account the views of community.

The Highland Council's 'Director of Development and Infrastructure' can also invoke their right to approve a lease request instead of the Inverness Common Good Fund Sub-Committee, if they so wished.

I don't know if it's malice or stupidity, could well be the latter, but it's not as if this wasn't tried before (ASDA?).

37 minutes ago, Starscape said:

Personally, I doubt Ketan is thinking of running the club down and developing the ground. What comes across is a total delusion about how important and realistic his vision is. For very very few, football is a money-maker. For everyone else, from Real Madrid down, it's a debt pit. I think that's where he's not seeing reality.

I 100% agree that Ketan's own plan/vision is limited to becoming a very well-known, feted successful owner of a(ny) football club, which will lead him to greater fame and repute, and more than S7V alone would have.

The board are basically engineering everything in their power, straining collective sinews, to get S7V a majority shareholding. That means the offer must be attractive to them, and it must have come with the pre-condition from S7V that it must reach a majority.  S7V has no money as of its accounts, but there must be something the board likes about it.

Obviously, there's something attractive that isn't visible to us yet, but is to the ICT board/panel.

Need a timeline:

• 05 June: ICT state publicly they are in talks with investors/looking for new investors
• 28 June: FACTORTECH FUNDING II CELL A1 PC gets involved with S7V.  This entity is a spin off from a huge (huge), global massive wealth management group
• 04 July: a S7V shareholder sets up a new PLC and on 31 July moves S7V shares from own name into new PLC
• July 26: ICT board state past few weeks Ketan has been actively courting ICT and they've accepted.
• 01 Aug: a new confirmation statement made for S7V:  changes TBD (takes 10 days)

It's amazing that until a few weeks ago Ketan had no idea who ICT were, and his company had no money, but has now had an offer accepted and the board are pushing to make it a majority shareholder deal.  

As he said on his LinkedIn, this would not have been possible unless Paul Nelson (sports finance professional) Laurie Pinto (hedge funds, private equity, acquisitions and debt provision expert), John Colquhoun (ex-Hearts Sports Agent and Contracts expert) and Scot Gardiner had all helped him...

What a helpful world we live in.

28 minutes ago, STFU said:

There's no value in the lease to anyone other than the club and cgf.

Would a new lessee / owner generate more revenue for Highland Council were they to lease / own the land?  

The typical yield is about 7% to CGF, but how much does Highland Council benefit from ICT being the lessee?  How much does ICT as lessee develop the Highland economy?

I may be landing a red herring, but Ketan tying up with a huge Jersey-based wealth management conglomerate just seemed like serendipity, until he thanked Highland Council.

55 minutes ago, The Mantis said:

Got the email this morning. The ST, I feel, goes to great lengths to justify itself, trying too hard where a quick sentence would be fine. However the reply is just glib, patronising *****.

These days, a reply/response seems like a victory/ a positive...

There is at least a clear marker/starter for ten now in terms of good faith/bad faith.

Ketan 'ensures SG will invite ST to first meeting' and 'guarantees to answer all the questions ST has'.  

Will Ketan honour his word to ask SG to invite ST? Probably, it's an audience after all.  

Will SG do his utmost to dissuade Ketan, definitely and probably successfully.

The ST still extracted a response and a commitment and that's a positive.

5 hours ago, CELTIC1CALEY3 said:

Achfary - it is true that  THC has a funding problem but how do you think a private company can get around the long established principles behind Scotland's Common Good rules? Common Good Funds are not there to bail Councils out of financial black holes.

As Trustees, the Highland Council have leased East Longman / Caledonian Thistle Football Ground Site out for 99 years, and designated it as 'inalienable' so yes on the face of it, it cannot be altered.

However, what would happen if the club (this board/future board/CEO), for one reason or another, no longer were able/willing to uphold the lease and opted-out?  

That would return it to the trustees, potentially allow for Trustees to get a court order for the land to be designated 'alienable' (sold), or if not, more easily re-lease out.

They key for the land is that is serves promotion or improvement of economic development or regeneration, health or social and environmental well-being.  Economic development can be widely interpreted!

Basically, as long as this board/future board/CEO ensures that the lease continues to serve its original purpose/can serve its original purpose/doesn't choose an alternative location/doesn't give it up, we're golden!

Fools (gold) rush in, where angels fear to tread!

3 hours ago, STFU said:

The supporters trust need to push for talks before the deal is done or there could be no point to it.

I agree and in a fair and just, transparent and collegial world, yes. However, unless there's some special provision in the articles / shareholders' agreement - unique to ICT -  then there's actually very little that can be done by ST, or indeed by most shareholders, to have any influence on the deal. 

The ICT board will have formed a panel to deal with the offer, and this panel basically has carte blanche to call the shots and can also choose to forego many of the recommended steps in the Companies Act 2006 which would open the decision making up - this is the major issue as though its a 'friendly' takeover between ICT board and Seventy7 Ventures, it may not be very friendly to the minority shareholders/fans and also employees.  That panel is basically judge, jury and executioner. 

The next group of interest is the target shareholders (the target of Seventy7Ventures).  Again, if the panel and target shareholders are of one mind, and if the targets were many (or enough), minority shareholders will not be able to effect a sea change (but not knowing how many target shareholders there are, hard to say whether an action could be done, e.g. call a general meeting).

I hope I'm wrong and there is a provision somewhere, or non-target shareholders that can act, but I'm not seeing it yet.

Based on Alan Savage's comments, the appointment of Panos as interim Chairman, and the extremely questionable status of Seventy7Ventures, there is certainly more to this than meets the eye. 

The 'deal', as Alan Savage alludes to, could potentially be in-kind as another poster said, whereby carrots from Jersey might have been offered to issue new shares and relinquish others, to cross that majority threshold with minimal financial outlay. 

The next question would be: Why be so accommodating?.  The only real asset/attraction that ICT has is its prime real estate. And the key word is prime.  It is worth several millions, more in the right property asset/real estate developer's hands.  

Given the STV reported Highland Council 2022 borrowing exceeded £1.1bn, with loan charges of £80m, and John O' Groats Journal reported earlier this year that Highland Council needs to plug a gap of £113m across the next three years just to meet its basic obligations. I imagine nothing is sacred to balance the books.

Ketan thanked (central) Highland Council and I am still unsure as to what there was to thank.