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[big cherly]

1 hour ago, CaleyD said:

Fair questions/points.

The board of Trustees is an idea designed to attract those who value the clubs long term football and community goals over ownership and outright control, so it won't be for everyone. The Board of Trustees would be taking on a true stewardship role.  Also, what we're looking at here is a mechanism that looks beyond their own pockets in bringing money to the club.  If they want to look at hotels, concerts, battery storage, or whatever, then that doesn't distract from running the club as we have a management board taking care of that side of things.

At the moment any sponsor gets name on the shirt, a bit of marketing and goodwill.  Maybe the opportunity for a bit of influence on how their financial support is used might appeal to a much wider audience and increase the sponsorship value.  They absolutely might want to influence the 2% in some way, but so might the Board of Trustees... that's the beauty of it.  If either of those two want to do something and they're not in agreement, then they need to convince the fans it's a good idea.

It would be something held by a main sponsor only and not split/shared with minor sponsors.

Also, the major constitutional issues would need agreement across the board as 51% wouldn't be able to carry such a vote.

At the moment we have a situation where if someone (a sponsor, or whoever) wants influence, they make a one off acquisition of shares.  Under this setup, one of those 49% shares is bringing in new income every year.

Part of the reason we've run into trouble is that we've previously sold shares to meet shortfall in operational income.  This helps avoid that scenario by attaching regular income to that influence instead of a one off payment.

It would have to be well written into the clubs articles, and there would need to be protections in place across all 3 groups, but that's doable.  It's not dissimilar to setups in place in other countries.

I'm not suggesting it's a perfect or bulletproof setup, but I do think it's miles ahead of what we have at the moment with fewer pitfalls, and some healthy inbuilt protection.

As the old adage goes...if you always do what you've always done, you'll always get what you've always got

Well done CaleyD for sticking your head above the parapet and actually putting forward a scheme or model for people to shoot arrows at! The investors ‘charter’ for me needs a bit of work as these guys invariably want something for themselves and infighting of the egos may surface. It also provides the ST with too much power (when with respect they have little or no business expertise, but can influence (loose fan opinion) on major financial decisions based on this model), not sure the trustees would suffer this practice too long! 

That said it’s imaginative the model you’ve put forward. It deserves applause as being positive and forward thinking. Maybe also plant a seed and send a message to the new owners (when they / he is  announced) the fans support in future is not unconditional. 
bc

Edited April 7 by big cherly

[CaleyD]

It's not the thing that's going to get us out of the mess we're in within the timescales needed.  It would need an Ann Budge style agreement from someone to fund things until it could be set up.

I do genuinely believe we need to get away from traditional "ownership" type models though....be that private owners or fan ownership.

Community Interest type setup doesn't really work with me either as professional football clubs should not be seen or treated as "charities".

I may have a wee brainstorming session with my friend chatgpt on it later..lol.

[CaleyD]

2 minutes ago, big cherly said:

Well done CaleyD for sticking your head above the parapet and actually putting forward a scheme or model for people to shoot arrows at! The investors ‘charter’ for me needs a bit of work as these guys invariably want something for themselves and infighting of the egos may surface. It also provides the ST with too much power (when with respect they have little or no business expertise) but can influence (loose fan opinion) on major financial decisions based on this model), not sure the trustees would suffer this practice too long! 

That said it’s imaginative the model you’ve put forward. It deserves applause as being positive and forward thinking. Maybe also plant a seed and send a message to the new owners (when they / he is  announced) the fans support is not unconditional. 
bc

That's exactly what it is, taking a look at how it might be done from a different angle.  More than happy for people to challenge it to provoke discussion.

Bundesliga have their 50% + 1 fan ownership model, but that's backed by legislation, and we don't have that legislation in place here.

[CELTIC1CALEY3]

P and J article from 12 minutes ago - I do not have access - headline reads : Charlie Christie - Caley Thistle shareholders must give Alan Savage green light for ownership.

[Scotty]

It is not behind a login or paywall for me but pretty much Charlie Christie urging shareholders to accept the offer from AS.  Seems to be addressing this to smaller shareholders as well as larger ones, but it does have to be noted that - as a small shareholder - no-one has officially asked me to give up my shares. Is that simply a fait accompli? or do i need to say yes (along with everyone else). If so, nothing from BDO or anyone else to ask that question. 

 

Quote

With time ticking fast, Christie hopes shareholders see the ultimate value in transferring the 4,000,000 shares to FC Inverness, and for The Orion Group chief to plot a survival plan for ICT, who he wants to see back in the Championship in 2026-2027. Christie said: “We’re now a few days away from Alan’s deadline and we need to be realistic. His is the only bid on the table as far as we know. “I would love the idea of someone coming in and ‘doing a Wrexham’ style takeover, with two rich American film stars coming in to save the day. “However, that has not happened – the bottom line is that Alan’s is the only firm offer on the table, as confirmed this Tuesday tea-time by the administrators.

“The club’s survival is at stake here and I would urge any shareholders who have any doubts over whether to put their trust in Alan to do just that. It could make all the difference to whether Caley Thistle survives now. “Alan’s offer has given the club a lifeline. I hope the shareholders see this. “I am also a shareholder, as are members of my family. In a perfect world, we’d all like to keep our shares. But the survival of the club trumps all of that.

https://archive.ph/psR3J

 

 

[+snorbens_caleyman]

1 hour ago, Scotty said:

 it does have to be noted that - as a small shareholder - no-one has officially asked me to give up my shares. Is that simply a fait accompli? or do i need to say yes (along with everyone else). If so, nothing from BDO or anyone else to ask that question.

Didn't someone work out that the small shareholders accounted for around 5% of the shareholding?

You might not be top of the mailing list 

[CaleyD]

16 minutes ago, snorbens_caleyman said:

Didn't someone work out that the small shareholders accounted for around 5% of the shareholding?

You might not be top of the mailing list 

The conditions of the offer are 100% of shares, that means the smallest shareholder is just as important as the largest in meeting that.

[Yngwie]

A way it could work perhaps is that AS’s newco offers to buy the shares of the large shareholders for something like £0.00000000000001 per share, gets control of >90% of the shares in this way and can then force the remaining shareholders to sell on the same terms that the others accepted.

What I don’t understand though is how Savage’s offer can be accepted by the Administrators when it is conditional on something that seems outwith their control. It also might take quite a bit of time, and time is running out. 

[+snorbens_caleyman]

56 minutes ago, CaleyD said:

The conditions of the offer are 100% of shares, that means the smallest shareholder is just as important as the largest in meeting that.

Savage's statement says that his offer is open until 11 April.  It does not say that all the shares have to be transferred by then.

His four conditions may appear to be independent of each other, but they're not.  You'd be unwise to agree to any one of them unless you knew that the other three were also agreed.

And I am sure that he knows that....

[CaleyD]

34 minutes ago, snorbens_caleyman said:

Savage's statement says that his offer is open until 11 April.  It does not say that all the shares have to be transferred by then.

His four conditions may appear to be independent of each other, but they're not.  You'd be unwise to agree to any one of them unless you knew that the other three were also agreed.

And I am sure that he knows that....

Your point isn't related to mine, but you are half right.  In legal speak, the line from his statement that reads...

- 100% of the shares are transferred to FC Inverness.

...would mean that, at the very least, agreement would need to be in place for 100% of shares to be transferred to FC Inverness Ltd.

That means that share purchase agreements, or actual share transfer documentation, would need to be in place by end of play on Friday.

As shareholders above have indicated, they haven't even been approached, let alone had the opportunity to agree/disagree.

Just as an FYI, and not as a flex, I have experience in dealing with compliance around corporate/financial agreements, particularly relating to financial matters.

1 hour ago, Yngwie said:

A way it could work perhaps is that AS’s newco offers to buy the shares of the large shareholders for something like £0.00000000000001 per share, gets control of >90% of the shares in this way and can then force the remaining shareholders to sell on the same terms that the others accepted.

What I don’t understand though is how Savage’s offer can be accepted by the Administrators when it is conditional on something that seems outwith their control. It also might take quite a bit of time, and time is running out. 

I agree with your post, and the first part reinforces the second for many reasons, including, but not limited to the following....

To trigger the Squeeze Out provisions under Sections 979 to 982 of the Companies Act 2006, a few conditions need to be met.

First off, a formal takeover offer has to be made to all shareholders. The key threshold is that the offer has to be accepted by shareholders holding at least 90% in value of those shares, and that 90% must also represent 90% of the voting rights.*

Once that 90% is secured, the offeror then has the right to buy out the remaining minority shareholders – but they need to act within a set time frame. Specifically, they’ve got 3 months from hitting that 90% mark to serve notice of their intention to acquire the rest. And they need to complete the process within 6 months of the original offer.

The terms of the offer have to be the same for everyone in that share class – no picking and choosing. Once the notice is served, minority shareholders get at least one month’s notice before their shares are compulsorily acquired on the same terms as the rest.

The point of all this is to allow the buyer, once they’ve effectively got control, to tidy things up and become the sole owner of the company – without being held up by a small number of remaining shareholders.

*The Supporters Trust have the 10% voting right plus an additional 10,000(ish) shares which means this requirement cannot be met without their agreement.  In order to attempt to reach that agreement the ST would need to hold an EGM, which requires a minimum of 28 days notice.

It would take at least a month (and a lot of good fortune) to have any chance of reaching the 90%, and then another month to acquire the remaining shares....with zero guarantee.

Also, as I have said previously, the 790k shares held by the football trust cannot (at least directly) be transferred to FC Inverness Ltd, as it would breach their articles.

Bottom line, there's zero chance BDO can accept the offer, as it was presented publicly, before the deadline.

[+snorbens_caleyman]

11 minutes ago, CaleyD said:

Bottom line, there's zero chance BDO can accept the offer, as it was presented publicly, before the deadline.

As my final word tonight, on the assumption that Savage is no fool, then to paraphrase myself...

... I am sure that he knew that 

[CaleyD]

49 minutes ago, snorbens_caleyman said:

As my final word tonight, on the assumption that Savage is no fool, then to paraphrase myself...

... I am sure that he knew that 

Then why make the offer if he knows it's impossible to complete?

Exit strategy? Can walk away and claim it's because others didn't support his efforts?

More games?

 

[Stephen Malkmus]

The halfway house is Mr. Savage being named preferred bidder by Friday, a milestone BDO have said they were aiming for by the end of April.

This gives everyone some comfort and a bit more time to iron out the details.

[Stephen Malkmus]

I.e. the same kind of situation as happened with Derby in 2022.

“The joint administrators are delighted to confirm that they have formally accepted Clowes’ offer to acquire Derby County Football Club (“The Club”) out of administration. Clowes has been granted preferred bidder status with immediate effect.

“The joint administrators will now enter into a period of exclusivity with Clowes, with a completion of the acquisition of the business and the assets of the Club targeted for 29 June 2022. All parties are now working hard to conclude what is still a complex legal transaction within a very short timeframe.

“Once concluded, the transaction will enable the Club to move forward and prepare for the upcoming season out of administration. It will also ensure that Pride Park Stadium and the Club are under the control of a new, local owner with the commitment and resources to enable the Club to move forward with a clean slate. The offer also provides the best return for creditors and enables the Joint Administrators to fulfil their statutory duties and will ensure that there are no further points deductions levied against the Club once it is out of administration.

“The acceptance of Clowes’ offer, and the entering into a period of exclusivity means the joint administrators are now prohibited from continuing discussions with other parties who had indicated an interest in acquiring the Club. The main focus is now on concluding the transaction with Clowes within the targeted timeframe.”

[big cherly]

19 hours ago, CELTIC1CALEY3 said:

Charlie Christie - Caley Thistle shareholders must give Alan Savage green light for ownership.

A lifelong buddy and pay role beneficiary if AS succeeds insisting on shareholders cheering AS over the finishing line on the 11th April. Now there’s a surprise!  
Wonder if the supporters trust will be next to share this endorsement! 
bc 

Edited April 9 by big cherly

[CaleyD]

If AS is offered a preferred bidder option, and accepts that, then so be it...but that's not what his statement said he wanted.

[bishbashbosh]

Disclaimer, i dont pretend to say i have a clue what is going on here. Don't even know what heads of terms means.

This meeting took place 27th March. AS put his bid for the club in on 28th.

ALL at the meeting on 27th Agreed to the text below. I believe the chair of the supporters trust had a seat at this meeting?. So to me he has voted on behalf of  the supporters trust. SO WHY does the ST need a EGM...........

The Joint Administrators of Inverness Caledonian Thistle can confirm that a positive meeting with loan creditors, major shareholders and a former Director of the club has taken place, resulting in heads of terms being agreed to facilitate the writing off of loans and the return of shares to the club. This is conditional upon achieving a successful exit from Administration and the club continuing to operate.

[+snorbens_caleyman]

24 minutes ago, bishbashbosh said:

 This is conditional upon achieving a successful exit from Administration and the club continuing to operate.

Which is not consistent with the public statement of Savage's offer, in which he appears to say that his offer is conditional on these things being done.

My view is that Savage's statement was a shortened summary of his aims.  I leave out detail to keep my postings short - honest I do! - and I suspect that Savage's public statement does the same.  What will count from a financial and legal point of view is what's in his formal offer, not what's in his public statement.

For example, no one could expect to acquire 100% of the club's shares inside two weeks.  His formal offer may well say that he will start trying to acquire them if his offer is accepted, and that his offer will lapse if he doesn't achieve 100% - or whatever his acceptable level of shareholding is - within a defined timeframe. 

His funding of the club until the end of the season is independent of his offer to take over.

 

[LisleRightPeg]

After the elation of AS offer which gave us hope and now after reading posts from people with an understanding of the share process this isn’t looking to promising at all I really fear for the future of the club. Let’s hope AS has it all under control 

[big cherly]

3 minutes ago, LisleRightPeg said:

Let’s hope AS has it all under control

He definitely does!!

Edited April 9 by big cherly

[CaleyD]

1 hour ago, bishbashbosh said:

ALL at the meeting on 27th Agreed to the text below. I believe the chair of the supporters trust had a seat at this meeting?. So to me he has voted on behalf of  the supporters trust. SO WHY does the ST need a EGM.........

As far as I understand it, the board of Inverness Caledonian Thistle Supporters Society Ltd (the Trust) shouldn’t be able to give up the voting right without the permission of the members.

Since the Trust is a Community Benefit Society, it’s meant to be democratic and member-led. Giving up something as important as voting rights in the club, which are held to protect the fans’ voice, and pretty much the reason for their existence, it's the kind of thing that should go to a member vote.

If the trust board has done this without consulting members, I think there’s a fair case for challenging it, and I probably would!

[CELTIC1CALEY3]

https://www.bbc.com/news/articles/cly11025veyo

 

 

[ymip]

Alan Savage's latest  press conference seemingly kicked-off at 230.  Fingers crossed for some positive news.

[Yngwie]

On 4/8/2025 at 11:26 PM, Stephen Malkmus said:

The halfway house is Mr. Savage being named preferred bidder by Friday, a milestone BDO have said they were aiming for by the end of April.

This gives everyone some comfort and a bit more time to iron out the details.

Yep, confirmed as preferred bidder. Now he has to get the debts written off and get control of the shares.

[Satan]

4 minutes ago, Yngwie said:

Yep, confirmed as preferred bidder. Now he has to get the debts written off and get control of the shares.

As good as done.

Hopefully this thread will be too.