Investment

[forthefanssubstack]

19 hours ago, Achfary said:

'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. 

 

To quite Kevin Maguire, one of - if not the - most respected football finance experts in the UK: "This deal has more red flags than when Ferrari win an F1 race."

Edited August 3, 2024 by forthefanssubstack

[+DoofersDad]

19 hours ago, Achfary said:

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.  

That's a very helpful post, but we don't know that the larger shareholders are just walking on by.  If I had a sizeable shareholding I don't think I would be too keen to see my voting stake effectively wiped out by the club engineering control of the club through a majority shareholding for someone who has no connection with Inverness and who nobody has heard of before. 

Significant shareholders may well have been privately challenging what has been going on but are not wanting to do so in the glare of the press.  Remember too that the club had previously said that there were a number of prospective investors.  This was why they gave Makwana a deadline to provide more details about his offer.  It wouldn't surprise me at all if there was some significant activity behind the scenes trying to secure a more local and believable solution to the club's current financial plight.

As for us small shareholders who know next to nothing about company law and do not have significant funds at our disposal, there is precious little we can do other than express our concerns and hope for the best.

[caley1]

6 hours ago, Jack Waddington said:

Don't shoot the messanger but from what I've heard, they're being held hostage in a shipping container down south cos the genius that is Scot Gardiner hasn't paid for them...

Heard that too . Guy is a fraud and only after whatever £’s he can make out of the club . 

[big cherly]

9 hours ago, DoofersDad said:

for us small shareholders who know next to nothing about company law and do not have significant funds at our disposal, there is precious little we can do other than express our concerns and hope for the best.

I agree!  The fans have next to ZIP influence on how the club is manipulated by speculators who have no interest whatsoever in the football club other than a mechanism to a land grab of the surrounding area for development (with us indirectly funding it through grants).

It’s the sell-on in two or three years after all possible money has been squeezed out of the Council, Scottish Gov and locals to some Thames Water type sharks that I fear we may head. 

However, whilst there is little we can do but watch, (since there is no appetite for a protest), we must continue to push the Press, Coonsil, Supporters Trust (?) to seriously and vigorously prob challenging questions to S7V.
Additionally send out the message to any serious shareholder or potential investors looking on, ‘the fans will be ready to unite and return’ if and when the S7V scheme comes crashing down, to a plan with the interest of the football club at its centre.  

Edited August 4, 2024 by big cherly

[Achfary]

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.

Edited August 4, 2024 by Achfary
clarity

[Satan]

I'm reasonably confident this deal will end up on its arse. The only issue is if it drags on to the very last minute before it does. Then we run out of cash...

Administration then looking likely, which might please some shareholders more than others. 

[ictbob]

45 minutes ago, Achfary said:

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.

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?

[CaleyD]

21 hours ago, DoofersDad said:

That's a very helpful post, but we don't know that the larger shareholders are just walking on by.  If I had a sizeable shareholding I don't think I would be too keen to see my voting stake effectively wiped out by the club engineering control of the club through a majority shareholding for someone who has no connection with Inverness and who nobody has heard of before. 

Significant shareholders may well have been privately challenging what has been going on but are not wanting to do so in the glare of the press.  Remember too that the club had previously said that there were a number of prospective investors.  This was why they gave Makwana a deadline to provide more details about his offer.  It wouldn't surprise me at all if there was some significant activity behind the scenes trying to secure a more local and believable solution to the club's current financial plight.

As for us small shareholders who know next to nothing about company law and do not have significant funds at our disposal, there is precious little we can do other than express our concerns and hope for the best.

It's also important to highlight specifically that should someone gain a controlling stake, then the Supporters Trust voting right is essentially worthless.

As it stands they could work with other shareholders on important issues to ensure correct decisions are made.  e.g. such a relationship would be required to vote a fan representative on to the board.  In a scenario where someone has a controlling stake, such a thing would be entirely at their whim.

Even if every other shareholder was to give the Supporters Trust a proxy, they would still be powerless in almost every voting scenario.*

It's now or never for the Supporters Trust and fans if they want to protect the current position and have a chance of improving it in future.

*The exception being votes thay require more than a simple majority, such as special resolutions, changes to the companies articles and such like, where they could work with others to block undesirable changes.

[Charles Bannerman]

6 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?

Maybe Alan Savage has come to a calculated business-based conclusion that he doesn’t believe that the 77 plan is going to work, so administration is highly likely anyway. At the meeting in the Social Club Allan MacKenzie, a former Vice Chairman and a financial lawyer, did seem to be suggesting that there was some support from unspecified places for administration and a possible rescue out of it (but not, of course, any points loss.)

Achfary raises the legitimate question of a General Meeting and I can see three different roots towards one, which might provide some clarity. This would also create the first occasion in more than two months where the people running the club could be held directly accountable by shareholders, if not fans as a whole, since all that’s been said so far is in a handful of uninspiring “statements”. Queries from the media- and there have been many of them - are routinely ignored.

Firstly, Achfary says a General Meeting requisitioned by 5% of the shareholding. AS is one of half a dozen or so holders of 5+% of the total shares. Secondly, I wonder if a General Meeting may be needed if 77 are going to be able to purchase all the new shares they need for their claimed 50.48% stake. And thirdly, the club (for the second time in a row) is already in default over holding an AGM.

My final thought… how much longer can this go on before the club simply runs out of money?

[Achfary]

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.  

Edited August 5, 2024 by Achfary
CB's next post corrected a misconception*

[Charles Bannerman]

2 hours ago, Achfary said:

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 most of the cards, but the club is out of aces, with Scot Gambler counting the money whilst still sat at the table.  

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.

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.

[IcyT]

I'm trying to understand how S7V presumes to be able to take control.  It could of course acquire a majority shareholding by buying shares from existing shareholders.  It would be up to those existing shareholders to agree whatever price they want for them.  The price could be less than whatever the selling shareholders paid for them. 

Why would a shareholder take that?  Perhaps because they buy into the S7V vision and see it as the only way to keep the club going - i.e., putting the club first, and giving up on any hope whatsoever of their shares ever being worth - and realising - more than, or the same as, they themselves paid for them.

If existing shareholders are not prepared to sell enough shares as would give S7V control, the company could allot more shares to S7V instead, i.e., S7V invests in the company itself for more shares to be issued.  However, where the company does propose to allot more shares, it seems to me that it would be obliged to offer the same deal to existing shareholders.  It is perhaps arguable that the company's articles of association do away with this obligation, but I note that the directors have previously acted as if they are so bound, since in 2017 the company specifically granted the directors the power to allot up to 5,000,000 shares free from this obligation (pre-emption rights).  That power has now expired. 

The company could again disapply those pre-emption rights for an allotment of new shares now, but that would require a special resolution.  A special resolution is passed where the holders of at least 75% of shares carrying a right to vote agree to it.  That might be done at an EGM, with the shareholders attending that being the pool - so if the holders of shares accounting for 75% of the shares represented by those at the EGM agree, the special resolution is passed.

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... 

 

[Charles Bannerman]

1 hour ago, IcyT said:

I'm trying to understand how S7V presumes to be able to take control.  It could of course acquire a majority shareholding by buying shares from existing shareholders.  It would be up to those existing shareholders to agree whatever price they want for them.  The price could be less than whatever the selling shareholders paid for them. 

Why would a shareholder take that?  Perhaps because they buy into the S7V vision and see it as the only way to keep the club going - i.e., putting the club first, and giving up on any hope whatsoever of their shares ever being worth - and realising - more than, or the same as, they themselves paid for them.

If existing shareholders are not prepared to sell enough shares as would give S7V control, the company could allot more shares to S7V instead, i.e., S7V invests in the company itself for more shares to be issued.  However, where the company does propose to allot more shares, it seems to me that it would be obliged to offer the same deal to existing shareholders.  It is perhaps arguable that the company's articles of association do away with this obligation, but I note that the directors have previously acted as if they are so bound, since in 2017 the company specifically granted the directors the power to allot up to 5,000,000 shares free from this obligation (pre-emption rights).  That power has now expired. 

The company could again disapply those pre-emption rights for an allotment of new shares now, but that would require a special resolution.  A special resolution is passed where the holders of at least 75% of shares carrying a right to vote agree to it.  That might be done at an EGM, with the shareholders attending that being the pool - so if the holders of shares accounting for 75% of the shares represented by those at the EGM agree, the special resolution is passed.

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... 

 

Thank you, IcyT. I think that’s another very important piece of information here. If you haven’t seen this already, a few days ago on this thread, I posted various options of how many shares and how much new money 77 would have to acquire/provide in order to reach 50.48%.

[Achfary]

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.

[CELTIC1CALEY3]

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.

[Achfary]

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.

[IcyT]

The company's not a listed company so share sales etc are just a matter of private contract, subject only to the company's Articles of Association.  There's no Takeover Code or any such thing to comply with. 

"Panos Thomas, spokesperson for the Board of Directors, said: “We have received a formal offer to acquire a major shareholding and voting rights of the company and this has been unanimously accepted by the Board.”"

This statement would suggest the Board has agreed to allot such number of shares to S7V as would give it a majority.  That is within the gift of the Board (as opposed to selling existing shares, which are of course owned by shareholders, not the Board).  However, as noted before, it seems to me that if new shares are indeed to be issued, existing shareholders have to be offered the chance to subscribe for them on the same terms, unless the pre-emption rights are disapplied by special resolution.

[Charles Bannerman]

2 hours ago, IcyT said:

However, as noted before, it seems to me that if new shares are indeed to be issued, existing shareholders have to be offered the chance to subscribe for them on the same terms, unless the pre-emption rights are disapplied by special resolution.

You add yet another intriguing variable into an already complex situation there because, with the ST’s fixed 10%, 77 would have to find an extra £1250 for every £1000 raised by non-77 parties, should the process you describe become reality. Also, I’m not sure how many shares could be sold immediately without permission from a General Meeting to issue more. One other thought is that if, for instance, AS chose to throw in maybe a cheeky extra £200K, 77 would have to find an extra quarter million to neutralise that alone. But whatever happens there, Makwana has a major challenge in front of him providing new money and acquiring existing shares in large amounts on the sliding scale that I posted a few days ago.

[CELTIC1CALEY3]

https://www.inverness-courier.co.uk/news/ketan-makwana-says-no-changes-at-the-top-for-caley-thistle-u-357528/

Sounds like good Management speak but the Courier again miss key questions such as those in your latest post Charles.

 

[ClickbaitProponent]

1 hour ago, CELTIC1CALEY3 said:

https://www.inverness-courier.co.uk/news/ketan-makwana-says-no-changes-at-the-top-for-caley-thistle-u-357528/

Sounds like good Management speak but the Courier again miss key questions such as those in your latest post Charles.

 

What worries me the most is no move to remove Gardiner! I think when it becomes apparent that he has engineered to stay on then we will see what the true fans are made of ... boycotts and protests have to be on the cards. The supporter's trust should be backing this and should be planning for it now. Change will only occur when Gardiner is gone! Personally, my boycott continues ... and before anyone starts crying about not supporting the lads etc ... that can easily be done at away games. As long as no money is going to pay Gardiner's wages then that is a good thing. I would urge others to do the same. Boycott home games and make the effort to support the lads at the away games. When the board see more ICT supporters at away games than at home games will be the message be made clear.

[RiG]

3 hours ago, CELTIC1CALEY3 said:

https://www.inverness-courier.co.uk/news/ketan-makwana-says-no-changes-at-the-top-for-caley-thistle-u-357528/

Sounds like good Management speak but the Courier again miss key questions such as those in your latest post Charles.

The IC aren't going to rock the boat by asking any probing questions especially when they are getting all these "exclusives".

[STFU]

52 minutes ago, RiG said:

The IC aren't going to rock the boat by asking any probing questions especially when they are getting all these "exclusives".

And when the reporter is also a club employee.

[Jack Waddington]

After hearing the nth helicopter shuttling Dubai(ians?) to Dalcross buzz my house, makes me wonder, did Gardiner not invite some of them out for a fancy meal and discuss a potential takeover? Fellas already got 8 gaffs up this neck of the woods according to the P&J.

I mean, what's the worst they could say? "Who are you?", "What happened to your hair?", "Why are you in my house?"?

Could've easily had Leo Nessi and Leo Messi printed onto a T-shirt and the shirt sales alone would've got us out of this hole lmao

Edited August 6, 2024 by Jack Waddington

[forthefanssubstack]

On 8/6/2024 at 7:51 AM, CELTIC1CALEY3 said:

https://www.inverness-courier.co.uk/news/ketan-makwana-says-no-changes-at-the-top-for-caley-thistle-u-357528/

Sounds like good Management speak but the Courier again miss key questions such as those in your latest post Charles.

 

That's because every time anyone asks him a difficult question he runs away. Trust me, I've tried.

[+snorbens_caleyman]

38 minutes ago, forthefanssubstack said:

That's because every time anyone asks him a difficult question he runs away. Trust me, I've tried.

Which is surely the biggest, reddest flag of them all.