Investment

[Achfary]

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?

[+snorbens_caleyman]

Have just discovered that Seventy7 tried to buy Southend United in late 2022.  The deal was fronted by a guy who seems to be a local-lad-made-good, Carl Reader, but money would have come, via Seventy7, from a Monaco-based pension fund.

Reader admitted that the investors were interested in the land, the property, and the development potential, and not in the football club.

The fans asked the same sort of questions that we have been asking.

The deal fell through in early 2023 - it seems that the chairman Ron Martin simply refused to consider it or even talk to Reader & co.

If you are interested, there are a couple of discussion on a Southend fan forum - look for responses from the front man "Carl Reader" or "Carl":

https://www.shrimperzone.com/forums/threads/carl-reader-seventy7-ventures-want-to-acquire-the-club.111822/

https://www.shrimperzone.com/forums/threads/q-a-with-carl-reader.111823/

Martin finally closed the sale of the club last month - NOT to Seventy7 - https://www.bbc.co.uk/sport/football/articles/cedxldzgyw7o

[Charles Bannerman]

34 minutes ago, Achfary said:

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?

Achfary… you clearly know a lot more than I do about the way companies work. I’ve just been doing some humble number crunching based on far more limited background knowledge, so you may be in a position to clarify whether the premises I’ve used are realistic.

I’ve taken it that if Makwana has 50.48% of whatever the eventual voting strength is, then if the ST has a fixed 10%, original shares still held by their original owners will comprise 39.52%. As a result, whatever amount Makwana puts in added to whatever he may acquire from existing shareholders will have to be 50.48/39.52 = 1.277 times what existing shareholders retain. At the moment, 4.002 million ordinary shares are in ownership, so if KM we’re to acquire none of these, he would have to put in £4.002M x 1.277 = £5.1M to gain 50.48%. However, once he starts acquiring existing shares, every one he adds is also one the other side don’t have. The maths behind that are a bit more complicated but, for the £1, 2, 3, 4M examples I quoted for what he might put in, he would also respectively have to acquire 1.803, 1.364, 0.935 and 0.486 million shares from existing holders. Let’s take the example of him putting in £2M (which I personally don’t think would much more than scratch the surface of this huge problem). That would still leave him needing 1.364 million existing shares, either by purchase at whatever rate which would add to his obligation, or gift and that equates to quite a large proportion of the current largest shareholders’ holdings. That then leads me to a question - to what extent might the Charitable Trust be getting leaned on to part with their 729,000 (to a complete stranger) “in order to save the club”?

There are two other areas in which my expertise is limited so I need to ask questions. Firstly, if they wanted to achieve their 50.48% by instead selling shares to KM with an enhanced voting power, would that require a General Meeting? I suspect so. Secondly, if they want to sell KM new shares, would they also have to put more on general sale? And thirdly, I believe there may be a limit to how many shares they can sell without asking a General Meeting for permission to extend the current limit. Is this the case?

One way or another, as far as I can see, acquiring a 50.48% stake in this club looks likely to be a complex and expensive business, albeit with some scope to save on expense by increasing complexity - and vice versa.

[Achfary]

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.

[Charles Bannerman]

25 minutes ago, Achfary said:

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.

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

It continues to seem to be that the need otherwise for a General Meeting is fairly central here. (And on the subject of General Meetings, the AGM is now 13 days overdue.) 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.

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

[Achfary]

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'.  

[+snorbens_caleyman]

21 minutes ago, Achfary said:

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..).

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

On 03 August 2017, at an EGM, am ordinary resolution was passed which "...generally and unconditionally .. [authorises the Directors] .. to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ("Rights") up to an aggregate nominal amount of £5,000,000 (including the issued share capital of of the Company as at the date of this resolution) ...".

This was immediately followed by a special resolution which empowers the Directors to allot equity securities in accordance with the other resolution. 

Both resolutions say that these powers shall expire five years after the passing of them, unless renewed, varied or revoked by the Company, save that the Company may, before expiry, make an offer or agreement which would reqiure shares/rights/equity securities to be granted - presumably after the expiry date.  Or - and this is the bit that intrigues me - "the Directors may allot shares or grant Rights / allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.".

Almost identical resolutions were passed at an AGM on 18 December 2017, save that the amount is £6M, not £5M, and also a reference to a "grant of Rights in the period of 35 days prior to" the 03 August resolution is removed.

Does that last bit in italics mean that the Directors can do this whenever they want?  Assuming that these resolutions have not actually been revoked, even though they may have expired. (Though I realise that they may have been renewed at subsequent AGMs.)

Am I right in thinking that, with about £5M already in the accounts as "called up share capital", this would allow them to issue only £1M worth of new shares?

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

 

[+Northern_jaggie]

3no private unbranded planes on the tarmac at Inverness Airport on Tuesday morning (this is a real photo). They must be here for the Harry Gow dream rings I’m thinking!! 

[Achfary]

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. 

 

[Scotty]

A6-RJZ is registered as a Boeing 737-700 BBJ owned by RoyalJet Premium Private Aviation from UAE. They have a fleet size of 8 aircraft and this one first went into service in 2003. If the other jets are the same, then they too might be from the same company.  More likely one of our wealthy landowners in the area than an ICt investor. 

[+snorbens_caleyman]

13 minutes ago, Scotty said:

A6-RJZ is registered as a Boeing 737-700 BBJ owned by RoyalJet Premium Private Aviation from UAE. They have a fleet size of 8 aircraft and this one first went into service in 2003. If the other jets are the same, then they too might be from the same company.  More likely one of our wealthy landowners in the area than an ICt investor.

Three planes - how many people?  Coming over for the Glorious Twelfth?

While you're here, would you like to buy a football club?

[Charles Bannerman]

1 hour ago, Achfary said:

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.

 

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

 

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.

Edited August 8 by Charles Bannerman

[Scotty]

2 hours ago, snorbens_caleyman said:

Three planes - how many people?  Coming over for the Glorious Twelfth?
While you're here, would you like to buy a football club?

52 apparently:

 

[Achfary]

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?

[RiG]

Given how rank rotten ICT are these days it makes sense that CTO turns into a plane spotters website. 

[CELTIC1CALEY3]

Although Makwana is not on the face of it the legal owner on the Inverness Thistle and Caledonian Thistle FC Limited the Directors are allowing him to assist the Manager make signings. 

It is quite interesting to look back at Para 1.2 of the Accounts submitted on 3 July 2024.  That is the Directors arguing that the action they are taking mean the Company will remain a going concern despite the caution of the auditors. 

For others, details of the share position were also shown as above (apologies to Charles and Achfary given their knowledge) of these) 

[Satan]

2 hours ago, RiG said:

Given how rank rotten ICT are these days it makes sense that CTO turns into a plane spotters website. 

It's either that or a companies house only fans site.

[STFU]

Ferguson refering to S7V as new owner and saying he's already had discussions on player budget.

[+snorbens_caleyman]

2 hours ago, STFU said:

Ferguson refering to S7V as new owner and saying he's already had discussions on player budget.

Come to think of it, Ferguson might be just the man to get some straight answers out of Makwana 

[STFU]

1 hour ago, snorbens_caleyman said:

Come to think of it, Ferguson might be just the man to get some straight answers out of Makwana 

As someone who answers every question with a question I'm not sure he knows what a straight answer is.

I've come to accept that we are screwed no matter what happens.  All the digging into companies house and linkedin and google and all the blethering of fans and amateur journalists on here will not make a single iota of difference.

I'm going to attend games and try and get some enjoyment from the little time we have left as a club.

**** them all and I hope Morrison and Gardiner rot in hell for what they've done to us.

[+Northern_jaggie]

13 hours ago, RiG said:

Given how rank rotten ICT are these days it makes sense that CTO turns into a plane spotters website. 

If the new money folk are proven to be Arabs, I’m taking 100% credit for spotting the planes

[Charles Bannerman]

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.

[Achfary]

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.

[+DoofersDad]

It sounds like the kind of meeting which should have taken place a few weeks ago, but would be a very positive development if true.  The bigger shareholders will be the people who are much better placed that most of us to assess whether the Makwana deal is good for the club or not.  They are also the people who will be more familiar with the ins and outs of company law and procedure and will be in a better position to hold the club to account in all of this.

Fingers crossed for some positive news coming from this if what Charles has heard is true.

[Satan]

Please stop with these scurrilous rumours of common sense breaking out at ICT. 

It's only getting my false hopes up.