Admin by Oct 16th - It's here now!

[The Mantis]

17 hours ago, Yngwie said:

You might have been sent a claim form because you are on the club’s list of suppliers and there is therefore a chance you are owed money.

Can’t see that being the case as I got the same form, and apart from the shares and a season ticket, there’s no way I’ve got any claim on the club.

[Charles Bannerman]

22 hours ago, Scotty said:

I can deal with that on a personal level, but how does that affect the likes of the Supporters Trust with their 10% voting right? 

I’m guessing here, since my desire to retain my will to live has won the battle with my need to read the Articles of Association, but I imagine that there will be some kind of ring fencing there for the ST’s stake. This isn’t a conventional shareholding in the sense of the 4.9 million ordinary shares, but a provision to allow the ST an influence of 10% in any vote, irrespective of how many shares the company has. I’m less clear about how well set in tablets of stone this is and how easily it could be changed in administration, and it has to be said that its existence makes the club that bit more expensive to purchase - as Mr Makwana et al will already have discovered under different rules.

The ST “slice” has its origins in what began life as a 50% stake held by the original Members’ Club to reflect the net asset input in the mid 90s of Thistle and Caley, which I think ended up at around £1.2M after expenses and (considerable!) legal fees. When Tullochs rescued the club in 2000/01, they required that 50% to be considerably reduced since it was a major obstacle to future investment and the control of the club that they, not unreasonably, required in order to rescue it from its financial crisis at that time.

On that subject, it was said that the debt in 2000 was £2.3M. Add the current debt of £3.4M to the £2.7M that Tullochs were said to have contributed over and above whisking away the £2.3M and then perhaps £1M that Alan Savage is putting in at the moment, plus £4.9M in shares purchased since 1996 and you get a total of £14M+ of other people’s money that the club has gone through since foundation, with nothing tangible to show for it other than a 7500 seater stadium (courtesy of Tullochs) and the remaining 69 years of the 1994 ground lease. Although not as large as the extent to which Ross County has benefited from the assistance of benefactors, it’s not ballparks away, although achieved in a far more random, hand to mouth manner.

If anyone can spot any error in my arithmetic here, I would (genuinely!) be pleased to be told.

[STFU]

36 minutes ago, The Mantis said:

Can’t see that being the case as I got the same form, and apart from the shares and a season ticket, there’s no way I’ve got any claim on the club.

From reading a work colleagues letter it looks like it's the compulsory notice they have to send all shareholders informing them of administration and they've also included the "let us know if we owe you money" bit.

[CELTIC1CALEY3]

Just now, Charles Bannerman said:

If anyone can spot any error in my arithmetic here, I would (genuinely!) be pleased to be told.

One of the unknown variables is where Chairpersons, Directors and others have paid bills behind the scenes which have not transparently been shown in official figures.

[Scotty]

19 hours ago, Yngwie said:

You might have been sent a claim form because you are on the club’s list of suppliers and there is therefore a chance you are owed money.

2 hours ago, The Mantis said:

Can’t see that being the case as I got the same form, and apart from the shares and a season ticket, there’s no way I’ve got any claim on the club.

We WERE a supplier (of website hosting, internet services, upgrades/updates, and other IT services) but Mr. Rae & Ms. Crook put paid to that, although paid is perhaps not an operative word given the moonlight flit to a German hosting company and several unpaid bills at the time. That has long since ceased to be an issue and to be fair to the previous incumbent of the CEO chair, we never had any dealings with him so neither I or CTO are creditors of ICT.   

I guess it's all down to the shares. Definitely not going to be filing in any claim on that front.  I wrote that £250 off when I spent it. If I am still a shareholder once the dust settles, great. If not, then it may be a case of buying more if we get publicly traded. I guess we wait and see.  The best thing I ever got from owning shares in ICT was actually when that letter arrived, and my football daft son said "Wait. Daddy? You own shares in a football club? WOW!" and then looking impressed. That on its own would have been worth the £250!

 

 

[+DoofersDad]

The letter is addressed to "ALL KNOWN MEMBERS AND CREDITORS".  I assume that shareholders are "members" for the purpose of the letter although the letter nowhere refers either to shareholders or shares.  I expect that this is a pretty standard letter for these circumstances, but I would have thought it would be helpful to simply state whether or not shareholders are considered to be creditors for this purpose.  

The letter specifically asks recipients to write to the administrators if they do not consider themselves as creditors. So if shareholders are not considered as creditors, that would seem to suggest that they want shareholders to write to them just to confirm that they are not creditors.  That would be patently absurd.

I have asked a member of the Supporters Trust Board if they can get clarification on issues surround shareholding.  And clearly, the status of the 10%+ voting right of the Trust is also something on which clarity is required.  Hopefully the administrators can provide the necessary info in the near future.

[Yngwie]

1 hour ago, DoofersDad said:

The letter is addressed to "ALL KNOWN MEMBERS AND CREDITORS".  I assume that shareholders are "members" for the purpose of the letter although the letter nowhere refers either to shareholders or shares.  I expect that this is a pretty standard letter for these circumstances, but I would have thought it would be helpful to simply state whether or not shareholders are considered to be creditors for this purpose.  

The letter specifically asks recipients to write to the administrators if they do not consider themselves as creditors. So if shareholders are not considered as creditors, that would seem to suggest that they want shareholders to write to them just to confirm that they are not creditors.  That would be patently absurd.

I have asked a member of the Supporters Trust Board if they can get clarification on issues surround shareholding.  And clearly, the status of the 10%+ voting right of the Trust is also something on which clarity is required.  Hopefully the administrators can provide the necessary info in the near future.

Administrator has to write to all creditors and members (shareholders) explaining his appointment, and I guess it is just easier to do it all as one mailing but it is confusing as you say - but shareholders are not creditors and couldn’t claim anything even if they wanted to.

The Supporters Trust 10% voting right is contained in the club’s Articles of Association and is still there. I nearly used the word “enshrined” in the articles but that would be wrong because that clause can be removed or changed - it has been changed (reduced) before and could be again if a Special Resolution is passed. A special resolution requires 75% of votes in order to be approved.

[CaleyCiuin]

I have my letter now too. I’m not sure it actually tells me that much. As a very small shareholder, can my small amount be sold to any potential new buyer without my consent???? I wouldn’t necessarily object, but I need some clarity! 

[+Naelifts]

Come what may, the small shareholding I possess has given me more pleasure than I could possibly have imagined. Best money I ever spent.

[CELTIC1CALEY3]

Under the Companies Act 2006 members of a company are those who subscribe to its memorandum (with their membership commencing upon the company's registration) and those who agree to become members of a company and are registered as such in the register of members (section 112, Companies Act 2006).  Liability is restricted to the share purchase price or current value. (Limited liability companies) Creditors are individuals or entities that have lent or are owed money to an individual or company. Different animals if I recall correctly.

[STFU]

My understanding of that is shareholders liability extends to the value of any shares they own which would mean that administrators could sell them to meet the club liabilities?

This would seem unlikely as an insolvent company is essentially worthless but if a buyer is looking for a majority shareholding and there's insufficient unsold shares available it could be an option they utilise?

Under such circumstances I'd think they are more likely to go down the road of transferring/selling any assets to a new company and totally wiping the shareholding situation clean? Of course this would need agreement from cgf to transfer the lease and from the league to transfer the membership. Maybe this is why Savage was keen for the council to come to the table.

[Yngwie]

8 minutes ago, STFU said:

My understanding of that is shareholders liability extends to the value of any shares they own which would mean that administrators could sell them to meet the club liabilities?

 No absolutely not. If a shareholder’s shares ever get sold, the proceeds go to the shareholder.

A new investor wouldn’t really want to buy shares from current shareholders unless it was the only way to secure a controlling stake. They would want their money to go into the club, not to current shareholders.

But if they had to, they would make an offer to shareholders, probably targeting the largest ones privately and negotiating a price (fair value now is probably a few pence per share, not the £1 everyone paid).

Offering to buy up the small shareholdings would seem pointless to me, but they could make an offer to everyone, and each shareholder would choose whether to accept or to keep their shares. I think the only circumstances when a shareholder can be forced to sell their shares is when someone owns >90% and wants rid of the remaining small shareholders.

[STFU]

Provided all the assets are not sold off and transferred to another company then that's good news and should protect the supporters trust shareholding.

I do worry about the sell off/transfer option though as it's the only realistic way for a new investor to get a controlling shareholding and there would be no requirement for them to honour the supporters trust shareholding. It could also mean that Ross Morrison could get a sizeable percentage of the shareholding in the new company as a settlement.

[Yngwie]

I don’t think a new company is an option, that means starting afresh as a new club and applying to join the bottom of the pyramid system doesn’t it? Albeit The Rangers newco was afforded special treatment and was allowed to start in the 4th flight rather than the West of Scotland 5th division or wherever any other new club would have started.

[The Mantis]

3 hours ago, Yngwie said:

I don’t think a new company is an option, that means starting afresh as a new club and applying to join the bottom of the pyramid system doesn’t it? Albeit The Rangers newco was afforded special treatment and was allowed to start in the 4th flight rather than the West of Scotland 5th division or wherever any other new club would have started.

Not sticking up for the Currant Buns but there was no pyramid in 2012.

[Yngwie]

Ah that’s right - I think the favouritism they got was that ambitious non-SPFL teams were not given the chance to apply for league membership when the vacancy arose.

[Charles Bannerman]

5 hours ago, STFU said:

It could also mean that Ross Morrison could get a sizeable percentage of the shareholding in the new company as a settlement.

That has been my worry ever since it emerged that he had lodged that Charge over any or all of the assets. Presumably this means he is a secured creditor so if he wants to, he could lay claim to whatever part of the assets the District Valuer (if these still exist) reckons he would be due.

Alternatively, as AS has suggested, Morrison could accept shares in lieu. I just don’t  know how that could be organised if a new owner is to be found, but in relation to current numbers, that could make him the biggest shareholder by some distance.

Although I don’t hold Morrison as culpable as Gardiner for the last five years, I quite frankly wouldn’t welcome any further involvement in this club on the part of Ross Morrison.

And by the way… if Alan Savage does eventually take control of the company, what should we call it?
SAVCO?

[Scotty]

1 hour ago, Charles Bannerman said:

if Alan Savage does eventually take control of the company, what should we call it?
SAVCO?

anyone know where we can get a rangers leaning CEO to run it? [i'll get my coat] 

[LisleRightPeg]

That’s the battery farm been rejected. I wonder how much of a knock on effect that will have on the club? 

[Charles Bannerman]

Just now, LisleRightPeg said:

That’s the battery farm been rejected. I wonder how much of a knock on effect that will have on the club? 

I can’t say I’ve ever had much faith in this battery farm from the very start. Certainly the “£3.4 million” seemed to be a huge carrot but, given what’s emerged over the last few months about the club’s governance, I do wonder if that  should have been taken with as big a pinch of salt and dose of scepticism as a lot else that’s happened.

I think that ever since that figure of £3.4 million - and I suppose I’d have to take the “credit” ?? for winkling it out of Morrison at that meeting back in the spring - emerged, its sheer enormity has possibly eclipsed a lot of rational thinking. In particular, I think there’s been the delusion that “this is such a massive panacea for the club that there can’t possibly be anything wrong with it”. And now that the Scottish Government, notwithstanding its enthusiasm for green projects, has rejected the appeal, I think we need to accept the initial 2-1 vote in favour of it as something of an unrepresentative anomaly, which tends to fly in the face of the combined verdicts of the full council and the Scottish Government who must probably be accepted as having made the “right” decision in planning terms. I do accept that HC’s second vote happened on the strength of a “technicality”, but equally it seems that the original three councillors made a wrong planning decision.

I think we must therefore consign the battery farm to the list of other catastrophic money making wheezes that sent the club off on a wild goose chase for several years that ended with the current administration problem.

This is probably also further justification of Alan Savage’s view that we need to return focus to football-related activities.

[CELTIC1CALEY3]

Given that the Football Company really now has just a £1 or 1% share in the Battery Company it remains unclear what benefits would have accrued if it had succeeded. The moral of the story is that you use someone competent to assess the viability of a project before shouting from the rooftops.  Where does this leave Ross Morrison?

[Charles Bannerman]

28 minutes ago, CELTIC1CALEY3 said:

Given that the Football Company really now has just a £1 or 1% share in the Battery Company it remains unclear what benefits would have accrued if it had succeeded. The moral of the story is that you use someone competent to assess the viability of a project before shouting from the rooftops.  Where does this leave Ross Morrison?

I didn’t even take my own discussion as far as the transfer of the BF shares!

Given also the fate of the other three financial wheezes, I think there’s been a lot of premature shouting from the rooftops- and you could probably add that other fantasy which was Ketan Makwana to that lot.

It’s also worrying that two of the failed wheezes - the concert company and the BF - generated a lot of bad will against the club, given the traders who lost money from the former and the very public bad mouthing of the Council by then representatives of the club while planning was being sought for the latter.

[STFU]

I have said before that I thought the council had made the right decision but the process by which they had arrived at it was an utter shambles.

In saying that I don't think this decision leaves the club in a great position. Morrison would have been more inclined to forgive what he claims he's owed by the club had he made his money back from the battery storage and that's not going to happen now. That will make it harder for the administrators to do a deal with any potential investors if Morrison wants paid or equity in return.

[big cherly]

The right decision and outcome for the City. I fully support the determination of the DPEA. 
As mentioned elsewhere, ICTFC should concentrate on football matters and stay clear of risk-leaden, half baked business ventures. The clubs reputation has suffered badly in the last few years as a consequence of such decisions. Hopefully we can turn the corner after Administation and build on the early shoots already done by AS and team of engagement with local businesses.

Edited November 13 by big cherly

[Charles Bannerman]

4 hours ago, STFU said:

Morrison would have been more inclined to forgive what he claims he's owed by the club had he made his money back from the battery storage and that's not going to happen now. That will make it harder for the administrators to do a deal with any potential investors if Morrison wants paid or equity in return.

Once again, you arrive at the central issue here… the elephant in the room which is Morrison’s large loan secured by the club’s assets.