Highland Hospice share transfer

[CaleyD]

Caley Jags Together (trading name of ICTFC Supporters Society Limited, aka The Supporters Trust) have a non-dilutable 10% voting right attached to the 157 (from memory) shares previously held by the Members Club.  They also have 10,000 shares purchased in their own right, the shares that transferred over from the Supporters Club (forget the number) and a few hundred which were recently donated which might just add a fraction of a % to the 10%.

[Charles Bannerman]

12 hours ago, CaleyD said:

Caley Jags Together (trading name of ICTFC Supporters Society Limited, aka The Supporters Trust) have a non-dilutable 10% voting right attached to the 157 (from memory) shares previously held by the Members Club.  They also have 10,000 shares purchased in their own right, the shares that transferred over from the Supporters Club (forget the number) and a few hundred which were recently donated which might just add a fraction of a % to the 10%.

That Members' Club was an important and potentially sticky component of the merger. Initially the proposal was to have separate Thistle and Caley supporters' bodies but it was fairly clear that if the merged football club was going to work, perpetuating this kind of distinction wasn't going to be helpful, and a unified Members' Club was needed. The problem was that the Thistle side (and indeed not without some justification) feared that some of the Caley interests might try to use this unified Members' Club to further their aims for a complete takeover - which was the main issue of the middle phase of the saga. But in the end this threat, and the fear of it, fortunately went away, the unified Members' Club came into being and has over the years evolved into CJT. Meanwhile its original 50% has been diluted to the 10% which CJT currently has. This represents, as I understand it, a voting right as opposed to a conventional shareholding per se, which is presumably why it doesn't appear on Yngwie's list.

[CaleyD]

Correct, but that 10% cannot be diluted any further as it is now set as a firm figure in the company articles.

[Alex MacLeod]

Another thread where the M word comes to the fore.

To put what CD and CB are trying to say, by my interpretation, is that CJT have a shareholding of around 10,000 shares which represents less that 1% holding. They have, however, a 10% voting right in company matters which is undilutable and which was granted when Members Club decided to transfer its holding and disband. This gives a fans representation that is written into the articles of the company.

It seems logical, and very likely, that the person suggested in previous post, who wishes to remain anonymus, but didn't take into consideration the detective like scrutiny that some shareholders would provide, has, for reasons only known to himself, wanted to help Highland Hospice complete current project and this this was one way of making a donation that, depending on the generosity of those willing to buy the shares, may provide funds to a greater value than the face value of the shares.

This act could also have a knock on effect for the club in that the purchaser(s) of those shares may have additional funds they are willing to invest in the club.

All in all this could turn out to be a very positive gesture for everyone concerned.

Sadly my numbers didn't match last night.

[IMMORTAL HOWDEN ENDER]

At least CB has suggested that the merger cheated Caledonian supporters but still protects the. Cheating Fools the Hill ?

[givmeaccccc]

Fantastic news for the Hospice and a magnificent gesture by whoever donated the shares. A wee bit of a headache for the Hospice.

The Members Club is interesting, are the names of these fine 157 Caley and Jags individuals recorded anywhere? I know at least one of them and think I still have my card to prove it! Hopefully their names are known because it is an important part of the ICT history.

[rocky1]

Do Muirfield Mills not control the trust? So of their 37% they may be making a charitable donation to hospice as the trust is a charity?

[Charles Bannerman]

31 minutes ago, rocky1 said:

Do Muirfield Mills not control the trust? So of their 37% they may be making a charitable donation to hospice as the trust is a charity?

The Trust is controlled by Trustees who originally were/?included David Sutherland, David Stewart and ex Provost Allan Sellar who is now quite elderly and I believe may have stepped down. In that event a Muirfield Mills representative MAY have succeeded him, but I don't know.

In terms of what the "charitable trust" actually is, considerable hoops had to be jumped through back in around 2000/01 in order to meet the legal criteria for setting it up. For instance, as I recollect, the ICT Trust actually has to be in a position to assist any sporting cause although I am not aware of it ever having operated outwith the ICT remit. Whether it would be able to assist non-sporting causes I don't know, but in any case I think all of this Trust-Hospice link is very highly unlikely.

The Muirfield Mills consortium, for instance, exists specifically to benefit of ICT but also expected "clout" such as having a board presence in return for its investment. One of the reasons for it taking so long to set up MM's involvement with the club was the negotiations over just that. I therefore couldn't see MM voluntarily offloading its interest in that manner and in any case the Hospice statement says that the shares originate from a Highland business family while most, if not now all, of the MM guys work abroad.

On the other hand it has been suggested earlier in this thread that it's former club director Sandy Catto and his family who are behind the donation and I am 100% convinced that this is correct. The clincher is the fact that Sandy Catto's personal shares and those held by Scotlog, which is a Catto family business, add up exactly to the numbers quoted by the Hospice. As I recollect, quite a large number of these shares constitute all or part of the 300,000 odd that were originally bought by the late Ian C Fraser (Coffin John) in the 1996 share issue and subsequently sold by him to Sandy Catto for a sum which I think I know but would be reluctant to state here publicly in case slightly wrong.

[Ronaldo]

I found higher physics much easier than this..

[Yngwie]

On 1/16/2016 at 2:05 PM, CaleyD said:

Correct, but that 10% cannot be diluted any further as it is now set as a firm figure in the company articles.

That is undoubtedly a good thing BUT the articles can be changed at any time if enough of the other shareholders so desire.

As an aside, the articles still state that the club's kit colours shall be predominantly blue, with red and/or black not exceeding 25%.

[rocky1]

1 hour ago, Charles Bannerman said:

The Trust is controlled by Trustees who originally were/?included David Sutherland, David Stewart and ex Provost Allan Sellar who is now quite elderly and I believe may have stepped down. In that event a Muirfield Mills representative MAY have succeeded him, but I don't know.

In terms of what the "charitable trust" actually is, considerable hoops had to be jumped through back in around 2000/01 in order to meet the legal criteria for setting it up. For instance, as I recollect, the ICT Trust actually has to be in a position to assist any sporting cause although I am not aware of it ever having operated outwith the ICT remit. Whether it would be able to assist non-sporting causes I don't know, but in any case I think all of this Trust-Hospice link is very highly unlikely.

The Muirfield Mills consortium, for instance, exists specifically to benefit of ICT but also expected "clout" such as having a board presence in return for its investment. One of the reasons for it taking so long to set up MM's involvement with the club was the negotiations over just that. I therefore couldn't see MM voluntarily offloading its interest in that manner and in any case the Hospice statement says that the shares originate from a Highland business family while most, if not now all, of the MM guys work abroad.

On the other hand it has been suggested earlier in this thread that it's former club director Sandy Catto and his family who are behind the donation and I am 100% convinced that this is correct. The clincher is the fact that Sandy Catto's personal shares and those held by Scotlog, which is a Catto family business, add up exactly to the numbers quoted by the Hospice. As I recollect, quite a large number of these shares constitute all or part of the 300,000 odd that were originally bought by the late Ian C Fraser (Coffin John) in the 1996 share issue and subsequently sold by him to Sandy Catto for a sum which I think I know but would be reluctant to state here publicly in case slightly wrong.

Companies house indicates Richard Smith (Muirfield mills) has been director and trust company secretary for a number of years but that aside I agree Charles it would not make sense to give away what they had insisted on before becoming involved and the fact that scotlog+catto = 19% is the most obvious link . 

Not that it really matters as there is no benefit to the club financially until we find out who will be the next big player for the club going forward.

[RednBlackComeback]

32 minutes ago, Yngwie said:

As an aside, the articles still state that the club's kit colours shall be predominantly blue, with red and/or black not exceeding 25%.

Surely long overdue that that article be removed! What purpose does it serve now, 22 years after the merger? 

[TopSix]

On 15/01/2016 at 0:09 PM, Yngwie said:

The Catto family own and run Scotlog Sales, so your speculation may well turn out to be correct.

I would hazard a guess and assume this is the case. 

[Kind of Blue]

It is the Catto family that have gifted their shares.

[+DoofersDad]

It will be interesting to see how the Hospice and the club deal with this.  For a number of reasons the Hospice has a clear duty to ensure they can use the shares to generate as much money as possible.  It may be that one wealthy individual or a consortium would wish to buy the lot, or a large proportion, at a price well over the face value but then again, maybe not.  At the other end of the spectrum, there are people who regularly donate to the hospice and who might well be persuaded to "donate" a little more in return for a few shares.  For instance, the hospice could give a donor 1 share for every £5 donated.  There may be a lot of people who would be happy to "donate" in this way as they would support a good cause and get a shareholding in the club as well. Good marketing might make this an attractive proposition.

But many people who regularly donate or who make occasional larger donations make use of the gift aid scheme.  Presumably if the Hospice sells the shares, the money used to buy the shares would not be considered as a donation by the tax man and the Hospice would not be able to claim the tax back.  However, there might be a way around this if , for instance, the hospice offered to sell a share at face value for every £4 donated.  Presumably the hospice will have expert tax advice available to them to ensure they don't lose out on gift aid income.

The other problem area is the admin costs.  If the hospice felt that it could best maximise its income from these shares by selling small quantities to a large number of people, then there will be a lot of admin involved in completing the documentation of change of share ownership.  Who would bear the cost of that?  The seller, the buyer or the club?  Regardless of who bears the transfer costs, a large number of new shareholders would result in increased admin costs for the club on an on-going basis. There is a risk, therefore, that this generous gesture might create extra expense for the club whilst providing no new money for the club.

The ideal scenario for all concerned might be that the Hospice sells to a small number of investors who are prepared both to buy at well above face value in order to ensure the hospice maximises it's income, and to put some level of investment into the club.  The question is whether or not there are folk who would be prepared to cough up in that way.  My guess is that if folk wanted to shell out a considerable sum in order to get a significant shareholding, they would have already made an investment into the club.  

[Charles Bannerman]

6 hours ago, RednBlackComeback said:

Surely long overdue that that article be removed! What purpose does it serve now, 22 years after the merger? 

You mean just go back to the "blue" of inaugural season 1994-95?

[Charles Bannerman]

53 minutes ago, DoofersDad said:

The ideal scenario for all concerned might be that the Hospice sells to a small number of investors who are prepared both to buy at well above face value in order to ensure the hospice maximises it's income, and to put some level of investment into the club.  The question is whether or not there are folk who would be prepared to cough up in that way.  My guess is that if folk wanted to shell out a considerable sum in order to get a significant shareholding, they would have already made an investment into the club.  

From what one of the Hospice people said on radio on Friday night, the practicalities are such that it's expected only to be possible to sell to a small number of individuals. It should be remembered that in MOST scenarios, any purchase, apart from rights to attend the AGM, receive the accounts and ticket priority, is effectively a donation to the Hospice, as it has been in the past to the club from those of us who have small, token holdings. These shares don't float and there is at least one previous occasion where ICT shares changed hands not for above the face value of £1 but significantly below.

The one exceptional scenario would be if someone wanted to gain influence or a degree of control over the club by purchasing large numbers of these shares - either to create a holding or significantly to enhance one they already have. On the other hand, unless any existing shareholder happens to have an especially soft spot for the Hospice,I do note the wisdom of the final sentence of the DD quote above.

[12th Man]

 

If you did want to buy shares, are you buying into a company with no assests and are there any perks for a shareholder

[Alex MacLeod]

11 hours ago, 12th Man said:

 

If you did want to buy shares, are you buying into a company with no assests and are there any perks for a shareholder

Ticket priority.

[Kingsmills]

11 hours ago, 12th Man said:

 

If you did want to buy shares, are you buying into a company with no assests and are there any perks for a shareholder

Nobody buys shares in any Scottish football club with a view to a financial return but out of love for the club and/or the community it represents and that is entirely as it should be.

[12th Man]

7 hours ago, Kingsmills said:

Nobody buys shares in any Scottish football club with a view to a financial return but out of love for the club and/or the community it represents and that is entirely as it should be.

I take it whoever buys the shares still has to pay to watch the games.

[rocky1]

5 hours ago, 12th Man said:

I take it whoever buys the shares still has to pay to watch the games.

If they buy them all they will get a seat on the board and a reserved seat in the main stand so possibly no!! 

[Yngwie]

On 1/15/2016 at 9:37 AM, Yngwie said:

The identity of the donor will be confirmed when the club files its next annual return

Just for the record, the Annual Return filed at Companies House this week confirms that it was indeed the Scotlog/Catto shares that were transferred to the Highland Hospice.

[CaleyD]

You could have used that £1 to purchase a share!

[Kind of Blue]

3 hours ago, Yngwie said:

Just for the record, the Annual Return filed at Companies House this week confirms that it was indeed the Scotlog/Catto shares that were transferred to the Highland Hospice.

I refer you to my post dated 17 Jan