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Hospice shares

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It's interesting to have a look at the list and to note who has shares and who doesn't - or who has more or less than you might think.  There are certainly a lot of shareholders and most with just the minimum holding of 250.  It doesn't look as though the shareholding of Charles and I will be decisive in the coming boardroom power struggles, but you never know!  Recent experience of votes in other areas of life has demonstrated that votes don't always go as expected and victory can be by the smallest of margins.

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15 hours ago, DoofersDad said:

most with just the minimum holding of 250.  It doesn't look as though the shareholding of Charles and I will be decisive in the coming boardroom power struggles, but you never know!  

DD... you and I each control a handsome 0.002% of the club's equity. Muir field Mills control 23.9%, the McGilvrays have 11.1% and what has been dubbed "Savco" 😄 10.6%.

Edited by Charles Bannerman

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3 hours ago, Charles Bannerman said:

DD... you and I each control a handsome 0.002% of the club's equity. Muirfield Mills control 23.9%, the McGilvrays have 11.1% and what has been dubbed "Savco" 😄 10.6%.

I now realise that I should have amended these figures to allow for some of the shares, initially allocated to Caley, Thistle and HIE, being non-voting. That changes the percentages to (approx) Muirfield Mills 30, McGilvray family 14 and Savco 13.

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1 hour ago, Charles Bannerman said:

I now realise that I should have amended these figures to allow for some of the shares, initially allocated to Caley, Thistle and HIE, being non-voting. That changes the percentages to (approx) Muirfield Mills 30, McGilvray family 14 and Savco 13.

Does the rule about having to make a mandatory offer for all of the issued shares, once you acquire 30% of the voting rights, apply to private limited companies, or just to public limited companies?

Anyway, as you say, it's approximate, so maybe they just have 29.9%.

I appreciate that it may be MM individuals who together own a total of approx 30%. But I see that Dave King was forced to make a takeover bid for all of Sevco's shares earlier this year, even though he personally didn't own 30%. It was adjudged that he and his mates , who together owned more than 30%, would act together as a "concert party".

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I think it applies to plc companies only. If they want to buy my £250, I am open to offers. 

Edited by afteryogi
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2 hours ago, snorbens_caleyman said:

Does the rule about having to make a mandatory offer for all of the issued shares, once you acquire 30% of the voting rights, apply to private limited companies, or just to public limited companies?

Anyway, as you say, it's approximate, so maybe they just have 29.9%.

I appreciate that it may be MM individuals who together own a total of approx 30%. But I see that Dave King was forced to make a takeover bid for all of Sevco's shares earlier this year, even though he personally didn't own 30%. It was adjudged that he and his mates , who together owned more than 30%, would act together as a "concert party".

I don't think they own the Trust shares, they just control the voting power. Just the same I suppose cos they hold the power at the moment

 

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5 hours ago, Charles Bannerman said:

I now realise that I should have amended these figures to allow for some of the shares, initially allocated to Caley, Thistle and HIE, being non-voting. That changes the percentages to (approx) Muirfield Mills 30, McGilvray family 14 and Savco 13.

Interesting, if Doug's family and Alan's  shares join up and they can get another 3% we have a possible boardroom battle ahead, how many by % does the Sutherland family and friends own ?

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Caley jags together hold a significant shareholding in these circumstances.  How do they intend to use these shares or consult the membership on how they should be used in any possible boardroom schism? 

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30 minutes ago, davie said:

Caley jags together hold a significant shareholding in these circumstances.  How do they intend to use these shares or consult the membership on how they should be used in any possible boardroom schism? 

Do they still exist? They appear to have gone extremely quiet this past year or so.

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1 hour ago, Potandbrush said:

Interesting, if Doug's family and Alan's  shares join up and they can get another 3% we have a possible boardroom battle ahead, how many by % does the Sutherland family and friends own ?

Looking at the names on the Companies House list, I would estimate about 6%. The numbers of shares held are clear and simple, but I keep tweaking very slightly my estimate of what % these represent as my perception of the voting procedure becomes clearer. Notwithstanding what I said earlier, I now have the biggest players as Muirfield Mills 27%; McGilvray family 12.5%; Savage/Orion 12%; the Supporters' Trust have a fixed 10% voting right; DFS and possible associates around 6%; Roddy Ross 4.4%. Remember that when you add up literally hundreds of individuals who have from 250 shares (0.0045%!) to a couple of thousand, these also make a considerable slice. (Note that this DOESN'T include whoever may have acquired the "new" 500,000)

So, in the event of a battle for the club, who is going to jump into bed with whom? The Savage/McGilvray split of the Hospice shares may indicate a degree of empathy there, but you never know ALL of who may have fallen out with whom. You could possibly also add in there somewhere Grassa Bennett's 0.8%. Without doubt, applying the information I've come across over the last few hours, it now looks to me as if Savage + McGilvray + Muirfield Mills, totalling 51.5% (52.3 if you include GB), may well have an outright majority, but could they all co-habit? In particular, if this were to happen there would be the irony of Muirfield Mills having to put huge numbers of Charitable Trust shares handed into their control by Tullochs into coalition with two individuals with whom DFS has had a lot of pretty acrimonious "history" for a number of years.

Following on from Davie's recent post, maybe the Supporters' Trust (Caleyjagstogether) 10% voting powers could ultimately hold the balance  but, just as philosophers have been asking of God for centuries.... does it exist? (RandB Comeback's post went up while I was typing mine.) Based on a complete lack of evidence over a long period, I had come to the conclusion that it no longer did. Then, a few weeks ago, I thought I saw some kind of statement attributed to it.... but now I'm beginning to wonder if that was just a dream? I may be going on a bit about the CJT but, given that it controls the fourth largest block of votes within the club, this body is incredibly anonymous and thoroughly lacking in activity at a time when it may be obliged to prepare for an important role!

Edited by Charles Bannerman
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Sorry charles, it's a purely binary thing. Dead or alive. Given it's constitution, it really needs an answer from their board as to whether or not they are still in a position to function. If yes, all well and good. If not, my understanding is that the shares would revert to the ownership of the club (as in the present board) I have asked this type of question before and await any answers. 

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This just seems to get more and more confusing.  The Companies House info lists "Inverness Caledonian Thistle Supporters Society" as owning 13,408 shares and "Inverness Caledonian Thistle Trust" a rather more significant 729,500.  Who are these bodies?  Charles refers to a "Supporters Trust" but neither of these bodies seem to fit the description.

Companies House has a separate listing for the ICT Trust which has the big shareholding.  The last annual Trustees Report defines the Trust's objectives as "to support sport in general in the Inverness and Highland Area".  Under "Achievements and Performance" the report states "During the year, the charity was dormant".  The four Trustees are listed as Allan Sellar, David Sutherland, David Stewart MSP and a R.M. Smith.  Since that report Allan Sellar and David Sutherland have ceased to be Trustes and Paul McInnes has joined.  Sutherland came off on 23rd June of this year.  The remaining 3 would therefore seem to have the power to decide how to use their voting clout without reference or accountability to anybody.

As for the Supporters Group, Companies House lists them as an Industrial and Provident Society".  No detail is provided but one is referred to the Financial Conduct Authority's "Mutuals Public Register".  This may be a "public" register but you have to pay £12 to look at any of the documents lodged with them in order to find out anything more.  As Davie implies, the Supporters Group is one and the same as "Caley Jags Together" which seems to be a Supporters group which avoids any contact with supporters.  There is a shell of a website http://caleyjagstogether.com/ but nothing remotely meaningful is there.

Perhaps an outcome of a more open approach from the Board could be the winding up of CJT and the creation of an effective fans group which could operate without the legal burdens which the shareholding imposes.

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20 minutes ago, davie said:

Sorry charles, it's a purely binary thing. Dead or alive. Given it's constitution, it really needs an answer from their board as to whether or not they are still in a position to function. If yes, all well and good. If not, my understanding is that the shares would revert to the ownership of the club (as in the present board) I have asked this type of question before and await any answers. 

You seem to be in possession of as little evidence of its existence as I am! Someone from within their midst may claim the Mark Twain defence (accounts of death being greatly exaggerated) but it doesn't look great to me. CJT has the right to exercise 10% voting rights (in other words amounting to 1/9 of the number of voting shares). In the event of its demise, I am finding it difficult to see who, if anyone, would physically exercise the right to determine and cast that vote. I don't THINK that, like the conventional voting shares, this 10% CJT voting power represents entities which have been purchased. As I recollect, they represent what historically began as the influence of the Members' Club (a joint body representing former fans of Thistle and Caley) which started at 50% but which have been steadily reduced to 10% since too high a figure was regarded as a disincentive for outside money to come in.

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Is it correct that CJT aka ICT Supporters Society have 10% of voting rights with roughly 0.4% of the shares?  The ICT Trust is the body with the large amount of shares (18.7% of the total) but that is not a supporters body.  Also, I note that 300,000 are apparently owned by "Inverness Thistle".  Who controls those?

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37 minutes ago, DoofersDad said:

This just seems to get more and more confusing.  The Companies House info lists "Inverness Caledonian Thistle Supporters Society" as owning 13,408 shares and "Inverness Caledonian Thistle Trust" a rather more significant 729,500.  Who are these bodies?  Charles refers to a "Supporters Trust" but neither of these bodies seem to fit the description.

Companies House has a separate listing for the ICT Trust which has the big shareholding.  The last annual Trustees Report defines the Trust's objectives as "to support sport in general in the Inverness and Highland Area".  Under "Achievements and Performance" the report states "During the year, the charity was dormant".  The four Trustees are listed as Allan Sellar, David Sutherland, David Stewart MSP and a R.M. Smith.  Since that report Allan Sellar and David Sutherland have ceased to be Trustes and Paul McInnes has joined.  Sutherland came off on 23rd June of this year.  The remaining 3 would therefore seem to have the power to decide how to use their voting clout without reference or accountability to anybody.

As for the Supporters Group, Companies House lists them as an Industrial and Provident Society".  No detail is provided but one is referred to the Financial Conduct Authority's "Mutuals Public Register".  This may be a "public" register but you have to pay £12 to look at any of the documents lodged with them in order to find out anything more.  As Davie implies, the Supporters Group is one and the same as "Caley Jags Together" which seems to be a Supporters group which avoids any contact with supporters.  There is a shell of a website http://caleyjagstogether.com/ but nothing remotely meaningful is there.

Perhaps an outcome of a more open approach from the Board could be the winding up of CJT and the creation of an effective fans group which could operate without the legal burdens which the shareholding imposes.

The Inverness Caledonian Thistle Trust is a charitable trust set up in 2001 as a vehicle to spirit away from the football club the toxic debt of over £2M which nearly sank it. Part of that deal was that ownership of the stadium lease and fabric also transferred to the Trust. In effect this was Tullochs, for a time in consort with the Bank of Scotland, picking up the tab for the debt. The fact that it has recently been announced that Tullochs are in the process of handing back the North and South stands AND the rest of the stadium (the fate of the site lease is unclear) to the club would appear to suggest that in the course of a complex sequence of transactions, Tullochs were also obliged to take de facto ownership of the entire stadium. These were the transactions which Caley D, in his pre-Damascene era in advance of finding God, said a lot about on here. At the same time, to solve the cash flow problem and give working capital, Tullochs also bought initially about 500K of shares but I think added to this. Fairly recently, these shares were donated to the ICT Trust and hence comprise all or at least the large bulk of that 729,500 (18.7%) holding. The understanding has been that Muirfield Mills control the Trust and hence these shares' votes and that tends to be confirmed now, since Paul MacInnes is one of their number while Richard Smith is at least quite closely associated with them. I had actually thought that they also had another member of that Trust but apparently not. Combined with their 2012 investment in 376,000 shares, this gives Muirfield Mills the biggest clout (27%) in terms of share blocks.

I have a strong suspicion that the "Supporters' Society" may be a generic term for what began life as the Supporters' Trust and became CJT. Their main political clout within the football club is their 10% voting powers as described in my post two above this one. However it would appear that at some point they have also invested 13,408 of their own funds in the purchase of shares in the club. As stated in my earlier post, it's not clear what would happen to the right to exercise 10% of the total voting power if CJT were to wind up without a successor organisation.

 

DD... while I was writing the above, you posted again. Hopefully what I have here answers much of what you say. All I would want to add is that the 300,000 Inverness Thistle shares, along with 600,000 Caledonian ones and 3 allocated to Highlands and Islands Enterprise, are all non-voting shares so don't come into the equation. This is what threw me initially and has caused me to revise the % holdings I originally calculated. These non-voting shares are relics of the merger and reflect input from Thistle, Caley and INE (part of HIE) in the process of putting the club together.

Edited by Charles Bannerman
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9 hours ago, Charles Bannerman said:

The Inverness Caledonian Thistle Trust is a charitable trust set up in 2001 as a vehicle to spirit away from the football club the toxic debt of over £2M which nearly sank it. Part of that deal was that ownership of the stadium lease and fabric also transferred to the Trust. In effect this was Tullochs, for a time in consort with the Bank of Scotland, picking up the tab for the debt. The fact that it has recently been announced that Tullochs are in the process of handing back the North and South stands AND the rest of the stadium (the fate of the site lease is unclear) to the club would appear to suggest that in the course of a complex sequence of transactions, Tullochs were also obliged to take de facto ownership of the entire stadium. These were the transactions which Caley D, in his pre-Damascene era in advance of finding God, said a lot about on here. At the same time, to solve the cash flow problem and give working capital, Tullochs also bought initially about 500K of shares but I think added to this. Fairly recently, these shares were donated to the ICT Trust and hence comprise all or at least the large bulk of that 729,500 (18.7%) holding. The understanding has been that Muirfield Mills control the Trust and hence these shares' votes and that tends to be confirmed now, since Paul MacInnes is one of their number while Richard Smith is at least quite closely associated with them. I had actually thought that they also had another member of that Trust but apparently not. Combined with their 2012 investment in 376,000 shares, this gives Muirfield Mills the biggest clout (27%) in terms of share blocks.

I have a strong suspicion that the "Supporters' Society" may be a generic term for what began life as the Supporters' Trust and became CJT. Their main political clout within the football club is their 10% voting powers as described in my post two above this one. However it would appear that at some point they have also invested 13,408 of their own funds in the purchase of shares in the club. As stated in my earlier post, it's not clear what would happen to the right to exercise 10% of the total voting power if CJT were to wind up without a successor organisation.

 

DD... while I was writing the above, you posted again. Hopefully what I have here answers much of what you say. All I would want to add is that the 300,000 Inverness Thistle shares, along with 600,000 Caledonian ones and 3 allocated to Highlands and Islands Enterprise, are all non-voting shares so don't come into the equation. This is what threw me initially and has caused me to revise the % holdings I originally calculated. These non-voting shares are relics of the merger and reflect input from Thistle, Caley and INE (part of HIE) in the process of putting the club together.

what ever happened to the caley and thistle non voting shares Charles? Not that it matters.

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And with regard to those shares (which you explained are "non voting shares", are they included within the calculation of the total number of shares on which any calculation of what % support the different factions may have?  Similarly (but working in the opposite direction) if CJT have a 10% vote then the effective number of votes for voting purposes needs to be increased by 10%.

In other words, calculations on the number of votes available will be the number of voting shares + 10%.  If new shares are issued in line with the recent EGM vote, then the figure would increase by the number of those shares +10%.

Edited by DoofersDad

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Perhaps I could try to answer these recent posts from Caleyboy, DD and afteryogi in a oner.

If we are looking at voting power in any struggle for control (Alan Savage is denying such a notion in today's Courier), we need to look a bit further than the figures quoted in advance of the EGM - ie  3.9M issued shares which the EGM cleared to rise to 5M and which is already set to go to 4.4M with the £500,000 announced this week. That's because within these figures are 900,003 "non-voting shares" which were ascribed to Inverness Thistle FC, Caledonian FC and Highlands and Islands Enterprise (through INE) in respect of their roles in putting the club together in 1994. These are, however, what it says on the tin - non-voting - so are meaningless in this context.

Remove these from the equation and you are left with 3,004,867 voting shares which will very soon go up to 3,504,867 when that new 500,000 are issued. The other refinement we need to make is that the "Supporters' Society" (ie CJT - if it still exists) is entitled to cast 10% of the votes in any poll. Adding that in increases the total votes to 3,894,297 and it's the percentages of this held by the various "factions" that matter. (You get 3,894,297 by adding one ninth to the total number of purchased shares which represent 90%.) These percentages held by the various factions are all higher by a factor of 1.13 compared with simply working it out based on 4.4M, which I initially did until I looked more closely into it.

So it's from this that the Muirfield Mills influence over 1.05M shares translates to 27%. Meanwhile the McGilvrays' stake from Hospice and past acquisitions comes in at 12.5% and Savco from Hospice and bankrolling Niculae represents 12%, to which you could notionally add Graeme Bennett's 0.8%. It's important to note that even these updated percentages - apart from the Supporters' Society which is fixed - don't allow for who has/have bought the news 500K, which is unknown (to me at any rate!)  Then, after that, the only other six figure blocks are the 6% or thereby which I estimate David Sutherland and his long time associates could muster and Roddy Ross's 4.4%.

So effectively there are four "factions" based on aggregates of wealthy people who have put cash in over the years, and who do not always see eye to eye - McGilvray (MG), Savco (SC), Muirfield Mills (MM) and the Sutherland combine (DFS). In addition, there's Roddy Ross and the Supporters plus about 500 small investors. No two factions can top 50% but MM + MG + SC just does so. However there must be big questions as to whether their "past" would allow this to happen. It's difficult to see any ruling combination without MM, but they could maybe pull something off with the help of one of MG or SC (who, on the other hand appear to be operating a degree of cooperation) plus one or two others. If you think David Cameron (the ex-PM, not the ICT director!) had difficulty putting a coalition together in 2010, you ain't seen nothing yet!

Afteryogi asks a very good question, but there would probably be practical difficulties in his suggestion, even if it were thought a good idea and could be arrived at by the necessary change which I imagine would have to take place to the Articles of Association. With a very finely balanced political situation like this, it's bad news indeed that the body which controls 10% of the vote is apparently totally dysfunctional.

Edited by Charles Bannerman
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The old Members Club originally held the % voting rights basically to reflect the Caley and Jags non voting shares. Sutherland wanted rid of the MC and did so whilst successfully reducing the voting rights.  I think it is important to be clear who  now holds this sizeable interest which could be used to decide the club's future.

Edited by caleyboy

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