The Scotsman Sutherland interview.

[Sir C the 3rd]

It doesn't take a genius to know what was going on. Look at the (ludicrously petty) Status Quo debacle

[Alex MacLeod]

One of the big problems, and one that many are missing, is the fact that any major investor would want a degree of control of his investment. To gain that control he needs to first find, probably, ?10 million + to buy out Mr. Sutherland and the stadium. That amount is not investment in the club but investment to line the pocket of the aforesaid person. How many investors want to do that?

[stevico1]

One of the big problems, and one that many are missing, is the fact that any major investor would want a degree of control of his investment. To gain that control he needs to first find, probably, ?10 million + to buy out Mr. Sutherland and the stadium. That amount is not investment in the club but investment to line the pocket of the aforesaid person. How many investors want to do that?

Alex, not sure about the figure of 10 million but you are right with the principal, even if the figure was 5 million nobody is going invest that, like it or not the club are stuck with Sutherland at the moment.

Edited February 25, 2010 by stevico1

[Scotty]

According to our last set of accounts .....

We have a total of the following shares authorised (ie. issued)

3,063,978 'ordinary' shares

2,000,000 ordinary 'A' shares

1,000,000 ordinary "B" shares

3 ordinary "C" shares

I am not sure what the "A", "B" and "C" shares represent (someone did explain it to me once but I have forgotten) but none of those have voting rights attached to them. Only "ordinary shares" have a voting right.

Of these shares that have been authorised for sale, there are currently the following numbers actually sold or held

2,203,767 ordinary shares (leaving 860,211 available for purchase)

600,000 ordinary 'A' shares

300,000 ordinary "B" shares

3 ordinary "C" shares

so our total share value is 3.1m (or 2.2 for those with voting rights)

The list of shareholders I have is quite old, but out of the 2.2m shares held by individuals or companies there is a fairly significant spread including a lot of people with 5 or 10 thousand and such like so its not all held by one company or individual, even if our major shareholder does have around 30% when you tally up personal and corporate holdings. Of the "A", "B" and "C" shares, these have sat at the same levels for 10 or more years so I am not sure what the deal is with them.

As for the stadium, dont see how that would be a cost to purchase? unless of course the answer to the stadium ownership question reveals we have actually sold the stadium rather than put it into a charitable trust as the rank and file shareholders voted for.

[CaleyD]

The original purpose of the A, B & C shares was for the appointment of Directors and they have never held a full voting right in any other business of the company...although holders are entitled to attend and speak at any AGM/EGM.

Holders of A Shares (Caledonian Football Club) could, until 30 June 98, appoint 5 Directors

Holders of B Shares (Inverness Thistle Football Club) could, until 30 June 98, appoint 3 Directors

Holders of C Shares (Inverness & Nairn Enterprise) could, until 30 June 2002, appoint 3 Directors.

Under the current Articles and Memorandums these shares currently have no "power" to do anything and are effectively worthless....although the holders are still entitled to attend and speak at any AGM/EGM.

[Scotty]

So realistically, there are 2,203,767 shares out of a possible 3,063,978 that are in the hand of a diverse bunch of shareholders and we have 28.1% of our total number of available shares sitting un-purchased.

[CaleyD]

Yeah.

[Caley]

So I could buy 28.1% of the club for ?281,000. But 28.1% of what? There doesn't appear to be many assets if the stands are rented out and the land is owned by someone else.

[Scotty]

28.1% of a football club. If you are a billionaire that would help you in your aim to one day become a millionaire :D

[CaleyD]

So I could buy 28.1% of the club for ?281,000. But 28.1% of what? There doesn't appear to be many assets if the stands are rented out and the land is owned by someone else.

No, you could buy 28.1% for ?860,211....and even then, only if the Board agree to sell to you.

[Yngwie]

and we have 28.1% of our total number of available shares sitting un-purchased.

I wouldn't read much into that, its a pretty meaningless figure because companies can just change their authorised share capital if they want to.

[Sorted]

The issue for me is pretty straight forward and if I'm being honest, appears to be made more complicated than necessary by some in order to promote certain agendas.

As I see it we have a major shareholder who, dependent on your viewpoint, sits in control of a business (collective term including all companies) in crisis or a potential rainbow with a huge pot of gold at the end.

There can only be two scenarios. Firstly that the "crisis" scenario is true and that nobody in their right mind would want to take control and risk their cash.This is obviously a huge deterrent. Secondly the "rainbow" is true therefore any potential suitor will achieve significant gain from their purchase when all the theories come true. This is obviously an invitation.

Which is it?

[CaleyD]

You seem to be of the opinion that ICTFC is in some way connected to these "other" companies other than by way of the DFS connection.

ICTFC has no shareholding in the property companies that currently own the stadium. The only external company they have any shareholding in is a defunct property company that was set up when we bought Clach's gaff to help them out of the trouble they were in and which now serves no purpose other than to confuse the whole situation.

Anyone investing in ICTFC is investing in little more than the club name, so there is no "pot of gold", nor any chance of a "pot of gold" to follow from them investing.

In fact, I am awaiting updated information from the Land Registry as it's very possible that the ownership of the stands and/or leasehold for all or part of the Stadium could have actually changed hands again last December and is no longer owned by the Property Companies I've mentioned in the past.

[Sorted]

You seem to be of the opinion that ICTFC is in some way connected to these "other" companies other than by way of the DFS connection.

ICTFC has no shareholding in the property companies that currently own the stadium. The only external company they have any shareholding in is a defunct property company that was set up when we bought Clach's gaff to help them out of the trouble they were in and which now serves no purpose other than to confuse the whole situation.

Anyone investing in ICTFC is investing in little more than the club name, so there is no "pot of gold", nor any chance of a "pot of gold" to follow from them investing.

In fact, I am awaiting updated information from the Land Registry as it's very possible that the ownership of the stands and/or leasehold for all or part of the Stadium could have actually changed hands again last December and is no longer owned by the Property Companies I've mentioned in the past.

Is it not the case that a significant long term lease is more than adequate connection and that any lease, irrespective of the which vehicle retains ownership, would be assigned accordingly?

[CaleyD]

All depends on the terms of the lease and how much "hardball" the club would be willing to play to secure a buy-out.

As the clubs (current) major shareholder would effectively be negotiating with himself and profiting from the club taking a minimal settlement...then what do you think?

Let's make no mistake....DFS holds all the cards and we would be relying very much on his goodwill in any future transactions of this nature. Even if an investor was able to secure the remaining shares and become the largest shareholder, we would still be at the mercy of rent set by DFS and could effectively be driven out if not willing to do things on his terms.

This may never happen, he may prove very generous in the future....but the fact remains that we (ICT) have absolutely no guarantees....nor would any investor.

[Scotty]

The issue for me is pretty straight forward and if I'm being honest, appears to be made more complicated than necessary by some in order to promote certain agendas.

As I see it we have a major shareholder who, dependent on your viewpoint, sits in control of a business (collective term including all companies) in crisis or a potential rainbow with a huge pot of gold at the end.

There can only be two scenarios. Firstly that the "crisis" scenario is true and that nobody in their right mind would want to take control and risk their cash.This is obviously a huge deterrent. Secondly the "rainbow" is true therefore any potential suitor will achieve significant gain from their purchase when all the theories come true. This is obviously an invitation.

Which is it?

I agree in part with your comments but it would be foolish/naive not to ask pertinent questions and I feel that is all that Donald has done, albeit in his normal and some might say 'bull in a china shop' fashion. Some of us may have asked the questions in a more subtle way but at the end of the day the questions would have been the same and if asked more diplomatically may have received no attention whatsoever.

I have no axe to grind with David F Sutherland. I respect the man and think he is and always has been a very astute businessman who has proven over a number of years to have been a very steadying hand at the tiller of ICT whether in the forefront or in the background. He brought us back from the brink not once but twice and also facilitated the building of the North and South stands in record time to allow us to play SPL games in Inverness. I know him on an "acquaintence" level and have had several conversations with him and also interviewed him once for an article on here. On all occasions I got nothing but the impression that what he does (that is ICT related) he does for the benefit of ICT.

However, as I said above, he is a very astute businessman and in some respects he reminds me of Kevin O'Leary from the Canadian and USA versions of "Dragons Den". Kevin maintains that there is no sentiment in business, only profit or strategy for other gain and I believe that whilst Mr Sutherland is not overtly or purposely doing anything detrimental to ICT, his relationship with the club is not as philanthropic a venture as some would believe, especially as the club sits in the heart of an area zoned for leisure development that has been waiting to happen for a number of years.

That development has started (slowly) with the building of the marina at the harbour. The recent relaxation of rules governing the land-use of another area (owned by a different ICT official) should see it develop further, and if there is an economic recovery the development may (or may not) continue to grow through the area of the Longman where the stadium sits and which formed part of the local plan a few years ago. Its a long game and a bit of a gamble but the rewards could be high for those involved. If ICT can piggyback on Mr Sutherland's business acumen and he makes a profit along the way, I have absolutely no problem with that. He was there when we needed him and I dont grudge him a penny. However, if any of his actions are detrimental to ICT or cause our club to decline because its tenancy in the area is seen as an impediment to any proposed development then I would say we should all be very angry ! At the very least we should be seeking assurances that there is a long term strategy in place for the club.

The stadium ownership question is at the very heart of all this of course. The conspiracy theorists will argue that because we no longer own the stadium it can be sold out from underneath us and we can be forcibly evicted to another location thus freeing up a considerable footprint of land for lucrative development. I can see the merit in this theory but I do not subscribe to it as I do not believe there is any way that it can be 'sold' or 'spun' to ICT fans in a positive fashion.

However, as a shareholder, I do have a distinct recollection that as a group we voted for the stadium to be put into a charitable trust which would alleviate our debt and allow us to reduce it without having the burden round our necks. We would not "own" the stadium but then again nor would anyone else and when the debt was gone and the charitable trust was no longer needed, ownership could potentially have reverted back to ICT. If anything other than that has happened, it has happened without the approval of the required % of shareholders voting for it and those shareholders deserve an explanation. The explanation may be simple and may make sense and could blow any and all conspiracy theories out of the water but if that is the case why not just say so? The continued silence about this issue does nothing but make this issue fester longer and make more people wonder if there is actually something to the story?

[Sorted]

All depends on the terms of the lease and how much "hardball" the club would be willing to play to secure a buy-out.

As the clubs (current) major shareholder would effectively be negotiating with himself and profiting from the club taking a minimal settlement...then what do you think?

Let's make no mistake....DFS holds all the cards and we would be relying very much on his goodwill in any future transactions of this nature. Even if an investor was able to secure the remaining shares and become the largest shareholder, we would still be at the mercy of rent set by DFS and could effectively be driven out if not willing to do things on his terms.

This may never happen, he may prove very generous in the future....but the fact remains that we (ICT) have absolutely no guarantees....nor would any investor.

The situation I am referring to is where a new party, from those who are, allegedly, being excluded at present, secure a significant enough shareholding to assume control of the club thus becoming the party in control of negotiations with the property owner. No conflict there as I see. At no point have I sought to establish whether there are parties willing to invest i.e. purchase shares as a minority holder, but am keen to establish what obstacles there may/may stopping our plethora of benefactors that are so keen to oust the present regime coming forward.

As far as I see it, there are none other than a recognition that our present majority shareholder is not sitting on a pot of gold and a further recognition that all any future purchaser would be acquiring is grief and liability.

[stevico1]

All depends on the terms of the lease and how much "hardball" the club would be willing to play to secure a buy-out.

As the clubs (current) major shareholder would effectively be negotiating with himself and profiting from the club taking a minimal settlement...then what do you think?

Let's make no mistake....DFS holds all the cards and we would be relying very much on his goodwill in any future transactions of this nature. Even if an investor was able to secure the remaining shares and become the largest shareholder, we would still be at the mercy of rent set by DFS and could effectively be driven out if not willing to do things on his terms.

This may never happen, he may prove very generous in the future....but the fact remains that we (ICT) have absolutely no guarantees....nor would any investor.

The situation I am referring to is where a new party, from those who are, allegedly, being excluded at present, secure a significant enough shareholding to assume control of the club thus becoming the party in control of negotiations with the property owner. No conflict there as I see. At no point have I sought to establish whether there are parties willing to invest i.e. purchase shares as a minority holder, but am keen to establish what obstacles there may/may stopping our plethora of benefactors that are so keen to oust the present regime coming forward.

As far as I see it, there are none other than a recognition that our present majority shareholder is not sitting on a pot of gold and a further recognition that all any future purchaser would be acquiring is grief and liability.

The pot of gold could well be the stadium and land...without that yes there is probably only grief and liability why would anyone invest in a club that effectively has no assets.

The biggest mystery to me is if there is nothing sinister regarding the stadium ownership why doesn't DFS come out clarify it, or if not him one of his many PR people.

Edited February 26, 2010 by stevico1