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Posted

Tell you something.

Never thought I would see the day when the official ICTFC would be used to take a shot at the administrators of the club. Can I throw some money in too Savage? Would love to own a bit of the club.

  • Thoughtful 1
Posted
50 minutes ago, tm4tj said:

The cavalry have arrived, well light infantry at least.

Hope it’s not Custers last stand and Crazy Horse is waiting to charge. 
( you shouldn’t have mentioned circling wagons , injun’s, arrows etc)

Posted

Fair play to AS.  He's put money into the club to keep it going through this process.  If £800k seems a little cheap to get ownership of a club debt free, I think you have to credit him for his earlier donations.  Clearly has the club's interests at heart and, as he says, he'd step aside if this manoeuvre encourages a better offer.

Posted
20 hours ago, STFU said:

Trump is more into golf than football sadly.

i would have thought happily was a more appropriate word. 

  • Agree 4
  • Funny 1
Posted (edited)

Going to be a tall order to have 100% of shares transferred to him in the timescale stipulated.  It also means the Supporters Trust giving up their shares and the connected voting right.

Edited by CaleyD
He doesn't want shares returned to club, he wants transferred to his new company.
Posted (edited)

This is very encouraging news, especially the local nature of the bid which I warmly welcome. There are, however, one or two questions - which I did take the opportunity of raising at this morning’s press conference.

The issues fall into three broad categories - the extent of the total £4M debt; the current existence of 4 million shares which are also widely spread among over 500 shareholders; and ownership of the lease of the car parks.

Regarding the debt, it rather looks to me as if the recent meeting with creditors achieved the cancellation of a very large proportion of it. Would it be necessary for every penny of it to disappear to meet AS’s second and third conditions?

I think the biggest obstacle as things currently stand is the shares (Condition 1). He confirmed that he categorically wanted 100% ownership, which would require every single one of the current 4 million shares to be surrendered. How realistic is this, given that a cohort of over 500 people is pretty well bound to include at least a small “awkward squad”? Might he retreat slightly on this one, given that even 75% is enough to give total control - unless there are plans to raise some more share capital?

It would appear that there was some kind of verbal agreement at that meeting that RM and DC would sell their interest in Propco (Condition 4) - and that now needs to become written by April 16th.

AS has said he will stand aside in the event of a better offer (with earlier interests apparently including from places like Venezuela) and a mega-bid would obviously be very attractive to the administrators, but in the absence of that, I for one would be very happy to see local control of this club.

Edited by Charles Bannerman
Posted

Just had a question from a mate asking what the peripheral lease is. I guessed the car parks when replying.

He has asked me now what is the triangle Savage mentioned.

Run out of guesses, any clues

Posted (edited)

As of right now, AS’s offer is the only show (offer) in town that has been made public.

It’s got its pros and cons as all buyers do. Biggest thing going for it is AS is a known entity, he’s got a bit of dough, singlehandedly kept the club alive in its darkest hour and ultimately wants the club to be run financially (a lot) better. 

Downside for me would be his age and health for what would be a demanding job for the next 3 / 5 years and being the figurehead during that period. No obvious successor plan.

My own preference is one if the other interested parties is a bigger operation / company that have no past connections want to take over and puts in a higher bid. New dawn and direction so to speak! 
bc

Edited by big cherly
Posted

Given where we are, this has to be a welcome development.  It does, however, as CaleyD and Charles point out, raise some significant questions, especially for those of us with little knowledge of business law.

As a minor shareholder, I don't have a problem with losing my shareholding if it helps to save the club.  What I don't understand is why AS feels the need to have 100% of the shares or what the mechanism would be to legally and rapidly, transfer all the shareholding to his new company.  History has shown, that whenever the Board has a vote at the AGM, the vast majority go along with the Board, even though people may have reservations about what the Board is doing.  Given more recent history, shareholders might not be quite so trusting in the future, but with people in charge with a better track record, the Board is still likely to get the benefit of any doubt from shareholders.

If the shares are transferred from Inverness Thistle and Caledonian FC Ltd to the new company, then I am assuming that the club (Inverness Caledonian Thistle FC) and assets also transfer over. This would mean that the current company would cease to trade and the current Directors are history.  If so, then it begs the question of who the Directors of the new  company might be.  I guess much would depend on who is prepared to put money into the club and the discussions AS will have with them and others.

I am sure the Supporters Trust will be in discussion behind the scenes regarding their position.  It seems to me that AS has been working well with the Trust and he has seen first hand the excellent work they have been doing for the club.  There really must be a greater fan influence and input into the club going forward, and therefore I would have though AS's plans should include a stronger position for the Supporter's Trust than his proposals currently suggest.  It would have been good if AS could have said that whilst Board membership will depend on how things progress, it would be his intention to have a Supporter's Trust representative on the Board.

 

  • Well Said 3
Posted
2 hours ago, CaleyD said:

Going to be a tall order to have 100% of shares transferred to him in the timescale stipulated.  It also means the Supporters Trust giving up their shares and the connected voting right.

Which surely cannot be done in that timescale? 

  • Agree 1
Posted
1 hour ago, bishbashbosh said:

Just had a question from a mate asking what the peripheral lease is. I guessed the car parks when replying.

He has asked me now what is the triangle Savage mentioned.

Run out of guesses, any clues

The triangle is the bit at bottom of car park beside bridge I think. 

Posted (edited)

As he alluded to in his statement, Alan Savage has today incorporated a new company called F.C. Inverness Limited as the entity which is making the bid. It’s visible at Companies House with him as the sole director and person of significant control.

Edited by Yngwie
Posted
42 minutes ago, DoofersDad said:

If the shares are transferred from Inverness Thistle and Caledonian FC Ltd to the new company, then I am assuming that the club (Inverness Caledonian Thistle FC) and assets also transfer over. This would mean that the current company would cease to trade and the current Directors are history.  If so, then it begs the question of who the Directors of the new  company might be.  I guess much would depend on who is prepared to put money into the club and the discussions AS will have with them and others.

I don’t think that is the case. I think FC Inverness Ltd would simply become the main or sole shareholder in IT&CFC Ltd and the latter would remain the football club business that holds the football license, leases, contracts with players/employees and so on.

  • Agree 1
  • Thank You 1
Posted

I've not checked the company's articles of association, which may provide for a lower threshold, but the Companies Act provides that if an offer is received for a company's entire issued share capital which is acceptable to the holders of 90%, then all others can be "dragged" in the sale of the 100%.  That might sweep up any shares held by those who might not be in favour.  If most shares are held by a few, who are all on side, maybe it's achievable.  If the company folds, of course, the shares are worth nothing - which I suppose is the "carrot" to accept transferring shares for nothing; at least we'd still get to follow our club...

  • Agree 1
Posted
11 minutes ago, IcyT said:

I've not checked the company's articles of association, which may provide for a lower threshold, but the Companies Act provides that if an offer is received for a company's entire issued share capital which is acceptable to the holders of 90%, then all others can be "dragged" in the sale of the 100%.  That might sweep up any shares held by those who might not be in favour.  If most shares are held by a few, who are all on side, maybe it's achievable.  If the company folds, of course, the shares are worth nothing - which I suppose is the "carrot" to accept transferring shares for nothing; at least we'd still get to follow our club...

Yes it puzzles me as to how he thinks he can get control of all the shares so quickly, especially when it is a matter that the Administrator has no control over. Maybe he is hoping to get to 90% quickly from the major players and cooperative fans, and then mop up the unresponsive ones later using the provisions you mention.

Posted
4 hours ago, CaleyD said:

Going to be a tall order to have 100% of shares transferred to him in the timescale stipulated.  It also means the Supporters Trust giving up their shares and the connected voting right.

That’s an interesting question about the Supporters’ Trust entitlement since, as it’s a fixed voting power of 10% irrespective of how many shares exist. I don’t believe that it’s associated with a specific number of Ordinary Shares. I’m guessing that if it was to be scrapped, it might well require a change to the Articles of Association - assuming that these aren’t overridden by the powers of the Administrators. I felt I had asked quite enough questions this morning without going into that area.

Posted
12 minutes ago, Charles Bannerman said:

That’s an interesting question about the Supporters’ Trust entitlement since, as it’s a fixed voting power of 10% irrespective of how many shares exist. I don’t believe that it’s associated with a specific number of Ordinary Shares. I’m guessing that if it was to be scrapped, it might well require a change to the Articles of Association - assuming that these aren’t overridden by the powers of the Administrators. I felt I had asked quite enough questions this morning without going into that area.

I'd assume the ST would need to hold an EGM as well so cannot see how deadline could be met? 

Posted
2 hours ago, DoofersDad said:

What I don't understand is why AS feels the need to have 100% of the shares or what the mechanism would be to legally and rapidly, transfer all the shareholding to his new company. 

He covers this in the P&J article. He wants total control and to be answerable to nobody.

Posted
2 hours ago, old caley girl said:

Which surely cannot be done in that timescale? 

Theoretically possible, but highly unlikely.

19 minutes ago, old caley girl said:

I'd assume the ST would need to hold an EGM as well so cannot see how deadline could be met? 

The current Chair of the Supporters Trust is, I believe,  a long time associate/friend of Alan Savage. It's possible some discussions have been had there already.

Wouldn't surprise me to see a call for supporters to raise X amount of money to buy in via the 'consortium' in lieu of the voting right being given up.

Something along the lines of "Raise £200k and get 15%" instead....which could then be diluted if not a fixed voting right.

Those with 1000 shares or fewer (448 people) account for less than 5% of the shares.  Seems a bit shortsighted, and a heck of a lot of work/hassle, to go after those, when in reality they have no direct power.

Why hand all the shares to an external company? If the intention is to have shares to sell to another investor/buyer, then surely all AS needs is a shareholding equivalent to his purchase price, with all other shares available for sale?  AS as the sole shareholder at that point would have full control of the board and if/when, and to who, those shares were sold...and funds would go into the club.  Under his proposal he would have circa 4 Million Shares and the external company would get the proceeds from their sale.

It's the only offer on the table, and one that would see the club continue (at least in the short term), but it doesn't feel like a good long term position to be in.

Sadly, what it feels like is more brinkmanship.

  • Agree 1
Posted

I think the shares are currently pretty much worthless. I don’t think that AS paying certain shareholders buttons for such number of shares as would give him control of the company would be fair on them when others who stay in suddenly find their own shares carry value as administration has passed and the company is debt-free. Proposal seems to be that AS’ newco makes an offer for all shares in the company, holders of 90% accept, and the others are obliged to sell on the same terms. Newco has 100% of shares in football company.
 

Who knows if AS will be 100% owner of Newco. Maybe others will put capital in alongside to raise the £800k required. But it certainly makes it easier in future to sell the football club to any third party with massive pockets who can invest further. Newco sells its 100% at that point. Yes, Newco receives the price (and returns cash to its investors), but new owner takes football company and can put new money in on top of the purchase price paid.  

Maybe the ST would just get non-voting shares (or with limited votes) as a freebie in the football company going forward, but nothing as would sprag a future deal, noting that the disparate shareholdings today were identified as a real risk to progress by BDO.


 

 

Posted
47 minutes ago, CaleyD said:

Sadly, what it feels like is more brinkmanship.

Taking control after the work so far is unlikely to be easy. On the face of it Savage has thrown down the gauntlet and questioned whether he has competition. He must see what he is doing as a legacy for his achievements. On the face of it we are lucky that he seems so committed and is prepared to fight to run the club or company efficiently and effectively but more economically. 

In the short term - a day can seem like a week in the life of the football side - we can but hope the players play out of their skins in Dumfries tomorrow given a week of positive news.

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