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

[Charles Bannerman]

10 minutes ago, Robert said:

The Courier’s report on the Press Conference:

 

Caley Thistle administrators have rejected a bid to buy the club

Inverness Caledonian Thistle administrators BDO say they have already rejected one bid for the club – but 15 parties remain interested in buying the football club.

Joint-administrator James Stephen revealed the news this morning, stating that he hopes to appoint a preferred bidder next month.

It is now over two months since Caley Thistle brought in BDO to take charge of the club’s affairs, with former chairman Alan Savage providing a stable financial footing for the club to continue the 2024/25 season.

However, long-term a new set of owners will need to be found, and Stephen has revealed the latest state of play in the Highland capital.

“We still have significant interest in the club – around 15 parties,” he said in a statement.

“Discussions are ongoing and we had a call on Thursday with a potential investor. That went well and they have asked for further information. Interest is both UK and worldwide.

James Stephen was addressing the media for the first time in two months.

"From a buyer's perspective, there are two parts to consider. The first is the funding to buy the assets and allow me to promote a credible voluntary arrangement. 

"The second bit is they need to understand what the funding is going to be like for the club moving forward as it strives to move away from a loss-making position. 

"Parties have asked to see budgets beyond the end of this season. We are preparing them and they will be ready in early January. 

"We will continue those discussions in January, and I am still very optimistic and pleased with the interest we have still got. We've been having sensible and credible discussions. 

"My desire is to conclude the sale as quickly as possible, but it has to be a transaction that works for everyone. Thanks to Alan's support, we have breathing space to iron out some obstacles we're facing.” 

Elaborating further after questioning, Stephen continued: “Some foreign investors have asked to see budgets going beyond the end of this season.

“They see it as a long term project, they want to be in it for seven to 10 years or more.

“They have a very strong affinity with sport, in the country that they’re in they are connected to a lot of sporting institutions, and one of them in particular has a strong affinity for Inverness and has visited quite a lot, so that has sparked their interest.”

“I’m optimistic, and Alan has given us a great period of stability to iron out all these issues.

“I would like to get to a preferred bidder stage in January with a view to putting forward a company voluntary arrangement proposal to the creditors.”

Stephen did confirm, though, that the Caley Jags would not exit administration next month, meaning they will be limited in what they can do in the forthcoming January transfer window.

Complicating matters is the land situation around the stadium.

On that issue, Stephen said: “I just want to be crystal clear, the stadium and all the land around it is owned by Highland Council and the Common Good Fund. 

"The club has the lease until 2094 for the stadium. When I say stadium, I mean exactly that. We are a sub-tenant for the 9-10 acres of land around the stadium, which includes the car parks. 

"The head tenant is a company called Inverness Caledonian Thistle Properties. Our sub-lease is with Inverness Caledonian Thistle Properties. That is controlled by Ross Morrison and David Cameron, who are two former directors of the club. That was purchased by them in 2023. These leases run until 2094 as well.

Former Caley Jags chairman Ross Morrison still has an influence on a potential sale due to his shared control of the land around the Caledonian Stadium.

"In simple terms, the club doesn't control the destiny of the land. The sub-lease is terminable at quite short notice. That means we are in quite a weak position in that respect in terms of security of tenure. 

"I can't hide that is a potential obstacle to the sale of parties. They are quite understandably concerned the land could be subject to a change of use or the sub-lease could be terminated within a relatively short notice.  

"Given where the club sits, a major portion of the land is important to the club as it is not a city centre club and transport links are not great. Having that lands allows the club to promote non-football revenues which could be a big factor in the club being successful going forward. 

"I have been in touch with the council to say, in these circumstances, if the property company decides to do something different – sell them on or look for a change of use – then we are to be notified. We have a sub-lease and are a neighbouring party. 

"I did seek to get PropCo agreement from the reading that I had from the books and records of the company to agree what had been agreed prior to my appointment. That would have been of great assistance to the process. 

"However, following administration the PropCo position has changed. Their proposal is basically to offer a significant portion of the land to the club or a prospective purchaser. So there would be financial recompense for that. It's not fatal to the sale but it does add another significant cost to any acquisition. 

"The offer that was on the table prior to administration would have been good. 

"I remain committed to trying to seek a commercial agreement with all parties involved. I will also consider what other options around administration we may or may not have.”

Again, upon further questioning, Stephen said: “What they are asking for now is markedly different now to what it was before administration.

“There’s the triangle in the corner which is called the Bermuda Triangle – that wouldn’t form part of any acquisition of the club.

“The Bermuda Triangle would potentially be sold off to someone else, and then the club would either get back the remainder or seek a sensible commercial deal to buy the remainder.

“(Potential buyers are) totally aware of the situation, and we’re trying to look at alternative options that may work without having to get embroiled in a long-running negotiation.”

On his chances of coming to an agreement with Morrison and Cameron, Stephen added: “I’ve had one conversation with Ross since I was appointed, and to be fair he has asked for a meeting in January which I welcome.

“Previously I was dealing with him through his solicitor. He has duties as a director to co-operate with me.

“I wouldn’t say he has been uncooperative, but I would like to see it move a bit quicker.

“I’m very keen that the meeting in January goes ahead.”

One of the things that came out most strongly once again to me this morning was the hold that Ross Morrison and David Cameron have over this situation. Morrison is owed a secured £1.65M and Cameron (I believe) an unsecured £810K, while they also hold the car parks lease. And from what AS said, there’s clearly considerable tension between himself and these two. I asked AS if it was not rather ironic that Ross Morrison should be the major creditor and also chairman of the club when it became indebted to him to that considerable extent, and he agreed. I also have a rather vague recollection that the Administrator may have made a sort of enigmatic statement to the effect that there could potentially be some question over Morrison’s security, given when in the cycle of events it was given? Meanwhile AS, who again emphasised that this should be about football and not land deals, expressed the hope that the Council would step in and refuse planning permission should any unconnected, non-football use of the car parks be proposed by RM and DC.

The administrator also confirmed that the £70K against Gardiner’s name in the document released last week reflects a claim from Gardiner rather than an acknowledged debt.

[big cherly]

1 hour ago, Charles Bannerman said:

One of the things that came out most strongly once again to me this morning was the hold that Ross Morrison and David Cameron have over this situation. Morrison is owed a secured £1.65M and Cameron (I believe) an unsecured £810K, while they also hold the car parks lease. And from what AS said, there’s clearly considerable tension between himself and these two. I asked AS if it was not rather ironic that Ross Morrison should be the major creditor and also chairman of the club when it became indebted to him to that considerable extent, and he agreed. I also have a rather vague recollection that the Administrator may have made a sort of enigmatic statement to the effect that there could potentially be some question over Morrison’s security, given when in the cycle of events it was given? Meanwhile AS, who again emphasised that this should be about football and not land deals, expressed the hope that the Council would step in and refuse planning permission should any unconnected, non-football use of the car parks be proposed by RM and DC.

The administrator also confirmed that the £70K against Gardiner’s name in the document released last week reflects a claim from Gardiner rather than an acknowledged debt.

Good summary. No flies on Ross Morrison, he’s worked himself into a very strong position. Pity he didn’t use the same acumen when Chairman of the club. Anyway, whilst it looks messy just now with multiple factors / variables in the mix, the good news is there remain (it appears) serious interest. Hope the individual with strong affinities with Inverness is that bloke from Dubai that has a B&B at Inverinate. 

[tm4tj]

Straight from the horses mouths

 

[IBM]

A fair and honest presentation from James Stephen who seems to be doing a good job for the club and again thanks to Alan Savage for keeping the club going.  Two things I would like to know is did the club own the lease of the land around the stadium or was it someone else?  If it was the club why were Ross Morrison and David Cameron permitted to purchase it and who agreed the sale?  

[Starscape]

Is this £1.6M the same one that Morrison was claiming he'd spent and wouldn't get back? Or has he spent over £3M with half of that an investment in real estate? I'm not sure I'd get away with saying I've no money as I won't be counting my house as I don't have that in my bank account.

Is Morrison a fan or someone that invested in real estate? Buying stock is not the same as being a benefactor. Time for Ross to decide. One way, he's a hero with ICT in his heart. The other and he's a creditor that can run the club to the ground. Which one?

[Jack Waddington]

How much does this Bermuda Triangle cost and how many sledgers will be affected by a statue of Alan Savage being placed there?

[Charles Bannerman]

1 hour ago, IBM said:

  Two things I would like to know is did the club own the lease of the land around the stadium or was it someone else?  If it was the club why were Ross Morrison and David Cameron permitted to purchase it and who agreed the sale?  

I think you’ve hit on the great unknown of this whole thing. Inverness Caledonian Thistle Properties was set up late in 2000 as a vehicle to assist Tulloch’s bail-out of that period and it appears to have been the umbrella company, for the car parks at least, from that date. You may remember about seven or so years ago there was a seemingly eternal process where Tullochs gave the stadium, which was part of the 2000 rescue, back to the club and the car park part of that seemed to take for ever. At this point, there’s a section of “cold trail” where I’m not sure exactly what happened but it would appear that in August 2023, Morrison and Cameron took the opportunity to buy the Propco and hence title to that part of the lease, and the proceeds disappeared into the bottomless pit of overspending that was ongoing. In the case of Morrison, what he has put into the club therefore has very thick strings attached in that he is joint owner of the car park lease, along with the other main player Cameron, and the Charge over his £1.65M. His backside therefore appears to have been carefully covered. Ironically (and I quizzed AS about this at the conference) this situation arose at a time when Morrison was also the Chairman.

There’s one further point which could become important. Did anyone notice that the Administrator said that, given the point in the process that the Charge was created, there may be grounds to challenge its validity? That, I think, is a space that may be well worth watching.

[Charles Bannerman]

16 minutes ago, Starscape said:

Is Morrison a fan or someone that invested in real estate? Buying stock is not the same as being a benefactor. Time for Ross to decide. One way, he's a hero with ICT in his heart. The other and he's a creditor that can run the club to the ground. Which one?

While you were typing that, I was typing my earlier reply where I effectively ask the same question, but it appears that for both his contributions of cash, RM has got something in return - namely co-ownership of the car park lease and security for his £1.65M loan in the form of the Charge (if, as we must now ask, it’s valid.)

[IBM]

7 minutes ago, Charles Bannerman said:

I think you’ve hit on the great unknown of this whole thing. Inverness Caledonian Thistle Properties was set up late in 2000 as a vehicle to assist Tulloch’s bail-out of that period and it appears to have been the umbrella company, for the car parks at least, from that date. You may remember about seven or so years ago there was a seemingly eternal process where Tullochs gave the stadium, which was part of the 2000 rescue, back to the club and the car park part of that seemed to take for ever. At this point, there’s a section of “cold trail” where I’m not sure exactly what happened but it would appear that in August 2023, Morrison and Cameron took the opportunity to buy the Propco and hence title to that part of the lease, and the proceeds disappeared into the bottomless pit of overspending that was ongoing. In the case of Morrison, what he has put into the club therefore has very thick strings attached in that he is joint owner of the car park lease, along with the other main player Cameron, and the Charge over his £1.65M. His backside therefore appears to have been carefully covered. Ironically (and I quizzed AS about this at the conference) this situation arose at a time when Morrison was also the Chairman.

There’s one further point which could become important. Did anyone notice that the Administrator said that, given the point in the process that the Charge was created, there may be grounds to challenge its validity? That, I think, is a space that may be well worth watching.

Thank you Charles while it is not a full answer it also raises a few more questions about dealings involving Ross Morrison and David Cameron while they were on the board and what do the other board members know about it 

[CELTIC1CALEY3]

By definition we have not seen the terms of the 'legal'  document Morrison (and presumably Cameron) signed to take over Caledonian Properties, but the big hurdle for them to redevelop the land is Highland Council.  In due course we may discover why the £1.5m Loch Ness car parking deal collapsed.

We know Cameron and Morrison took control of Caledonian Properties on 23 August 2023 as George Fraser and Cesidio Martin Di Ciacca resigned. Tulloch Longman Limited thus relinquished control on 24th August 2023. On the 24th August 2023 Caledonian Properties registered office changed to the Stadium address. That address changed again on 22nd October 2024  to 56 Torridon Road Broughty Ferry the day the football club went into administration.  

We eventually discovered that David Cameron resigned as a Director of the football club on 5 March 2022. On the face of it, Ross Morrison was therefore the only person able to act on behalf of the football club in negotiations with Tulloch Longman Limited.  Presumably he had the full authority of the Board in any negotiations given that the Club allowed their premises to become the registered office. As Chairman of the football club and also taking a significant controlling interest in Caledonian Properties Limited will be documented in the minutes of the football club.

David Cameron as at 5 March 2022 was a private individual and therefore unlike Morrison not able to represent the football club unless there is documented authorisation of course. His resignation as a Director of the football club was not visible in the public domain until 6th July 2024 when Companies House published that fact.  

Morrison resigned as a Director of the football club on 30th May 2024.

 

[caley100]

The whole thing stinks. I just wonder if Morrison really would have had the backing of the board whereby he informed them what he felt they should know, smells like dirty dealings in a dark room.

 I really hope James Stephen can open a can or two and get some answers.

Just a wee thing.  56 Torridon Road, Broughty Ferry is a chilrens nursery.  

 

 

[STFU]

It would be good to hear something from the other side as I'm struggling to understand why those who have put hundreds of thousands and possibly millions into the club over the years (way beyond what's on the creditors list) are now apparently being difficult and threatening the clubs future.

I don't necessarily include Morrison in that but guys like Cameron and Munro.

Another thing I don't understand is why Savage chose administration. Despite what the administrator said (and of course he's going to support action that's giving him a healthy pay day) the money Savage is set to lay out in all of this could have paid Morrison off.  If others had been willing to write off unsecured debts and we'd sorted the spending then we'd have avoided this whole saga and the 15 point penalty.

[Ronaldo]

Crickey Rich, hope that doesnt mean some 4 year old is going to get a football stadium for Christmas?!

[STFU]

2 minutes ago, Ronaldo said:

Crickey Rich, hope that doesnt mean some 4 year old is going to get a football stadium for Christmas?!

That wouldn't be the craziest thing to happen in this whole ordeal

[+Fraz]

16 minutes ago, STFU said:

Another thing I don't understand is why Savage chose administration. Despite what the administrator said (and of course he's going to support action that's giving him a healthy pay day) the money Savage is set to lay out in all of this could have paid Morrison off.  If others had been willing to write off unsecured debts and we'd sorted the spending then we'd have avoided this whole saga and the 15 point penalty.

I assume that AS did attempt that and all but announced that an agreement had been reached with RM et al, however that seemed to collapse. I that left little choice. I doubt AS was desperate to spend hundreds of thousands if it could be avoided. However I do get the distinct impression that AS does not want to give any of his money to those who put the club in this precarious situation and would rather things were cleared out through a legal process. 

With the amount of BS and mismanagement going on behind the scenes at the club at CEO / board level it probably needed to happen. 

[Starscape]

The whole process before admin seemed to be to keep the club barely functioning but with the same creditors. I didn't put any money into the crowdfunding because I didn't like the idea of supporting a temporary measure by lining the pockets of those who got is into this mess. Although, I would be quite happy to input into a new crowdfunder when we have a direction.

This is Morrison's chance. I knew he was a fan, didn't want to be chair, put in a lot of money but was behind disastrous decisions. I'm quite happy for him to be welcomed back as a fan if he is reasonable. It's his choice.

[Jack Waddington]

2 hours ago, Starscape said:

I knew he was a fan, didn't want to be chair, put in a lot of money but was behind disastrous decisions. I'm quite happy for him to be welcomed back as a fan if he is reasonable. It's his choice.

Naw and naw. As far as everyone's concerned, he's in the same books as Gardiner. Rattles on about himself being a major fan and his daft tattoo to prove it, but since this debacle began, his radio silence on the matter has just burnt any bridges he had with the regular punter, and the news over the weekend just feels like him on his knees flicking a lighter at the ashes.

[Drake]

34 minutes ago, Jack Waddington said:

Naw and naw. As far as everyone's concerned, he's in the same books as Gardiner. Rattles on about himself being a major fan and his daft tattoo to prove it, but since this debacle began, his radio silence on the matter has just burnt any bridges he had with the regular punter, and the news over the weekend just feels like him on his knees flicking a lighter at the ashes.

Thing is, as far as I’m aware, RM may be well off but I don’t think he’s exactly a multi-millionaire.  He’s invested a huge amount of his personal wealth to keep the club afloat over the last few years. Perhaps he’s not in a position to simply cut a deal where he loses huge amounts of wealth? Perhaps it’s his contributions to the club that has stopped it from going bust in the first place. 

[+Fraz]

3 hours ago, Drake said:

Thing is, as far as I’m aware, RM may be well off but I don’t think he’s exactly a multi-millionaire.  He’s invested a huge amount of his personal wealth to keep the club afloat over the last few years. Perhaps he’s not in a position to simply cut a deal where he loses huge amounts of wealth? Perhaps it’s his contributions to the club that has stopped it from going bust in the first place. 

Sorry, it was under his stewardship that we got into an untenable position spending left and right on 'big name' managers, Sports Director and an impotent CEO. Plus reducing income from hospitality, bar and other commercial ventures.

Should he not have implemented belt tightening measures and some reliable means to generate income rather than gambling on concerts, battery farms and park and rides etc without any assurance they would succeed?

Quite frankly any 'businessman' putting money into to a club our size and expecting a return is naive at best. 

Edited December 24, 2024 by Fraz

[big cherly]

7 hours ago, CELTIC1CALEY3 said:

By definition we have not seen the terms of the 'legal'  document Morrison (and presumably Cameron) signed to take over Caledonian Properties, …….. Morrison resigned as a Director of the football club on 30th May 2024.

Charles asked - There’s one further point which could become important. Did anyone notice that the Administrator said that, given the point in the process that the Charge was created, there may be grounds to challenge its validity? That, I think, is a space that may be well worth watching.

Very pertinent question. Coupled with C1C3’s posting above, the order, timing and endorsement of events on the buyout of ICTP and whether it was in done in good faith with the best interests of the club (and not the individual to the detriment of the club) in mind is worth a check! I don’t know what the club constitution / rules allows but it would be interesting to see just see what authorisation, checks and approval was required.

Companies Act 2006 is great bed time reading but there are clauses that may be worth checking. (eg 41.3)  Someone professionally better placed than I may shed light? 

41 Constitutional limitations- transactions involving directors or their associates. 
(3)Whether or not it is avoided, any such party to the transaction as is mentioned in subsection (2)(b)(i) or (ii), and any director of the company who authorised the transaction, is liable—

(a)to account to the company for any gain he has made directly or indirectly by the transaction, and

(b)to indemnify the company for any loss or damage resulting from the transaction.

Ultimately better if as James Stephen said, - all main players with the club’s interest at heart can meet in January and reach a settled position to allow the club to move forward. 

Edited December 24, 2024 by big cherly

[CELTIC1CALEY3]

This will focus minds over Xmas.

https://www.gov.uk/company-director-disqualification

James Stephen is required to report on that issue based on his findings. 

Some context.

28 February, 2023 and a very optimistic set of accounts. 'Notwithstanding the material uncertainty regarding income sources, the directors are satisfied that the company will be able to realise its assets and discharge its liabilities in the normal course of business.'

The floating charge was then created on 21st December 2023.

The next set of accounts that were made up to 30 May 2023 were delivered on 3 July 2024 and concluded 'Notwithstanding the material uncertainties described above, the directors consider it appropriate to continue to prepare the financial statements on a going concern basis.'

Less than 4 months later on 24 October 2024 the company collapsed into administration. 

 

[robbylad]

On 12/23/2024 at 11:35 PM, Jack Waddington said:

How much does this Bermuda Triangle cost and how many sledgers will be affected by a statue of Alan Savage being placed there?

Batteries not included*

[IBM]

4 hours ago, CELTIC1CALEY3 said:

This will focus minds over Xmas.

https://www.gov.uk/company-director-disqualification

James Stephen is required to report on that issue based on his findings. 

Some context.

28 February, 2023 and a very optimistic set of accounts. 'Notwithstanding the material uncertainty regarding income sources, the directors are satisfied that the company will be able to realise its assets and discharge its liabilities in the normal course of business.'

The floating charge was then created on 21st December 2023.

The next set of accounts that were made up to 30 May 2023 were delivered on 3 July 2024 and concluded 'Notwithstanding the material uncertainties described above, the directors consider it appropriate to continue to prepare the financial statements on a going concern basis.'

Less than 4 months later on 24 October 2024 the company collapsed into administration. 

 

A bit of light reading for Christmas 

Merry Christmas to you all 

[+DoofersDad]

On 12/24/2024 at 4:32 PM, Fraz said:

Sorry, it was under his stewardship that we got into an untenable position spending left and right on 'big name' managers, Sports Director and an impotent CEO. Plus reducing income from hospitality, bar and other commercial ventures.

Should he not have implemented belt tightening measures and some reliable means to generate income rather than gambling on concerts, battery farms and park and rides etc without any assurance they would succeed?

Quite frankly any 'businessman' putting money into to a club our size and expecting a return is naive at best. 

All very true.  People shouldn't lend money they can't afford to lose.  However, there is an element of truth in what Drake says.  I don't know Ross Morrison personally, but I know a lot of people have said he is first and foremost a fan who has always wanted the best for the club.  So, how have we got into a position where he appears to be holding the club to ransom?

It seems to me he has been far too reliant on advice from certain quarters.  He (and his Board colleagues) seem to have fallen hook, line and sinker for the idea that the BESS would bring in some big money to the club.  Until the windfall was in the bank, on-going funding was required, and I guess Morrison felt that whilst he was wanting to help meet the immediate need, he couldn't really afford to put more money into the club.  The secured loan would have been a way round this as a bit of insurance just in case the BESS scheme did not go through.  It seems as though Morrison and colleagues had been persuaded that the success of the BESS proposal was a near certainty, otherwise why on Earth would the rest of the Board have signed away the assets of the club against a loan?

Similarly, since it has become clear that we will not get the BESS windfall, the club has signed away its rights to the surrounding land.  It has been suggested this was to protect these assets from any potential administration process, but if Morrison himself is now in financial difficulty he won't be in a position to write off his loan or accept less than market value for the land he owns. Bottom line, though, is that if he is in financial difficulty, it is entirely his own fault. and I have very little sympathy for him.   If he's not in financial difficulty then I have absolutely no sympathy for him at all.

[CaleyD]

The car parks were acquired* by Morrison and Cameron from a third party, not the club, and they were NOT acquired from Tulloch, despite what has been reported.

More accurately, they took control of the company that held/holds the lease.

There was no transfer of lease, so no legal obligation for the company to be offered to the club.  We all know the club could not afford it anyway and, at the time, most people would have been happy to see club directors purchase it as opposed to an unknown/unconnected party.

In short, I don't think there's anything for the administrator to pursue here, other than agreement for a reasonable (to all) sub lease or sale of the company holding the lease to a new buyer/investor in the club.

The security held by Ross Morrison is not (at least directly) related to the above transaction.

Where I do think the administrator will have a strong case is the timing of the security being put in place. There are pretty strict rules about how and when securities can be done and, as was said in the interview, this falls within the challenge period they can use. As Scott Young was the directors signatory on those documents, there's at least still someone in place at the club who has knowledge of what went on. This would not remove Morrisons claim, but it would mean he was no longer a priority creditor. That may not be in the club's best interests for getting him to cooperate with a CVA.

I'm not hopeful of us exiting this via a CVA. The main reason goes back to the challenge of any new investor obtaining a controlling shareholding under the current structure. The cost of obtaining that shareholding vs the cost of taking the hit (the Rangers route) and starting again at the bottom is, in my opinion, why interested parties will be wanting to pick over future budgets.

Fans need to be ready and organised for that scenario, especially if they want any hope of retaining the voting rights held by the Supporters trust, as there would be no obligation for a new owner to honour that if a CVA cannot be agreed.