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

[Stephen Malkmus]

With talk of deadlines and a stated desire for 100% control, we have to remember that exaggeration is an essential part of the character of most successful businessmen. Mr. Savage stated two weeks ago that he had "run out of money" to invest in the club. Had he actually literally run out of money to invest? Clearly not - it was just a negotiating tactic.

Would Mr. Savage walk away if he only got 80% control and it took a month longer? Very doubtful.

There are lots of benefits to using SPVs as a mechanism to buy football clubs and it is common. 

https://www.asroma.com/en/news/58441/official-statement-regarding-the-ownership-of-as-roma

[Stephen Malkmus]

Although the shares seem to be the most important element now, this is a rough estimate of where we are in terms of the debt. I think Mr. Savage has probably offered £800k to wipe 1 and gain control, has likely paid 2 and 3, has likely paid some of 4 and is paying/will pay 5.

-

Total Debt at 16th December 2024 (date of Administrator's Proposal)

c. £3,850,000 

-

[1] Directors, Local Businessmen, Chancer Ex-CEO Debts (£3,424,251)

£1,650,251 - Ross Morrison

£661,500 - Gordon Munro

£410,000 - David Cameron

£252,500 - David Sutherland

£100,000 - John Gibson

£100,000 - Liam Dalgarno

£80,000 - Graeme Bennett

£80,000 - Roderick Ross

£70,000 - Scot Gardiner

£20,000 - George Fraser 

 

[2] Bank and Tax Debts (£155,804)

£149,538 - HMRC 

£6,266 - Royal Bank of Scotland 

 

[3] Football Debts (£33,926)

£18,340 - Everton Football Club

£3,982 - Dundee Football Club 

£3,145 - Adam Brooks

£2,147 - Ross County Football Club 

£1,437 - Duncan Ferguson

£1,057 - Stuart Garden

£929 - Gary Bollan

£715 - Wallace Duffy

£700 - Scottish Football Association 

£650 - Flynn Duffy

£535 - Cameron Ferguson

£289 - Manchester United Football Club 

 

[4] Company Debts (£236,019) (only debts of more than £1k shown below)

£26,312 - RedPoppy Restaurant (Muir of Ord)

£19,129 - Anubis Security (Carluke)

£8,148 - A9 Accountancy (Inverness)

£7,967 - Otis (Leicester)

£7,598 - HCA International (Prestatyn)

£7,329 - Scotbake (Inverness)

£7,183 - GroGreen (Haddington)

£5,949 - Greentech Sportsturf (Stirling)

£5,577 - WMG Management Europe (London)

£5,356 - High Life Highland (Inverness)

£5,150 - Cafe V8 (Inverness)

£4,470 - Highland Heating Management (Inverness)

£4,400 - Ness Castle Lodges (Inverness)

£3,035 - Addleshaw Goddard LLP (Leeds)

£2,640 - D&E Coaches (Inverness)

£2,350 - Mr F S Haddad Surgeon (London)

£2,512 - Catapult Sports (Leeds)

£2,512 - The Sign Centre (Inverness)

£2,422 - Scottish Police Authority (Glasgow)

£2,100 - MISM (Smethwick)

£2,000 - Superior Sports Management (Stirling)

£1,936 - Quorum Sports (London)

£1,800 - PM Sports Management (Richmond)

£1,558 - Puma Teamwear (Manchester)

£1,540 - AC Hotel (Inverness)

£1,440 - ICR Solutions Epos (Inverness)

£1,322 - Physio Inverness (Inverness)

£1,290 - Football Safety Officers Association (Wishaw)

£1,200 - Deadline Day Soccer Consultants (Glasgow)

£1,092 - AJ100 (Dorset)

£1,059 - Myriad Heat & Power Products (Melton Mowbray)

£1,008 - RW Bell Electrical (Pitlochry)

£1,000 - Dr Craig Goldsack (London)

£1,000 - Miller Insurance Services (London)

£1,000 - SM75 (Glasgow)

 

[5] Administrator Fees and other Accrued Debts (Unknown)

 

[CaleyD]

1 hour ago, IcyT said:

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.

The 90% / 10% scenario is not a thing.  You may be getting confused by the need for anyone buying at such a level having to make an offer to all shareholders, but there is no obligation for them to sell.

AS is not offering to pay anyone for their shares, he is making it a condition of his offer that ALL shares are handed to him for FREE.

Who owns FC Inverness Ltd has no baring on the fact that if they hold all the shares, then proceeds from any sale of shares goes to them and not the club.

While a disparate shareholding is problematic, all shares sitting with a single entity is also a risk as there is then no accountability.

What use are non voting shares to the Supporters Trust?

[CaleyD]

1 hour ago, Stephen Malkmus said:

Although the shares seem to be the most important element now, this is a rough estimate of where we are in terms of the debt. I think Mr. Savage has probably offered £800k to wipe 1 and gain control, has likely paid 2 and 3, has likely paid some of 4 and is paying/will pay 5.

-

Total Debt at 16th December 2024 (date of Administrator's Proposal)

c. £3,850,000 

-

[1] Directors, Local Businessmen, Chancer Ex-CEO Debts (£3,424,251)

£1,650,251 - Ross Morrison

£661,500 - Gordon Munro

£410,000 - David Cameron

£252,500 - David Sutherland

£100,000 - John Gibson

£100,000 - Liam Dalgarno

£80,000 - Graeme Bennett

£80,000 - Roderick Ross

£70,000 - Scot Gardiner

£20,000 - George Fraser 

 

[2] Bank and Tax Debts (£155,804)

£149,538 - HMRC 

£6,266 - Royal Bank of Scotland 

 

[3] Football Debts (£33,926)

£18,340 - Everton Football Club

£3,982 - Dundee Football Club 

£3,145 - Adam Brooks

£2,147 - Ross County Football Club 

£1,437 - Duncan Ferguson

£1,057 - Stuart Garden

£929 - Gary Bollan

£715 - Wallace Duffy

£700 - Scottish Football Association 

£650 - Flynn Duffy

£535 - Cameron Ferguson

£289 - Manchester United Football Club 

 

[4] Company Debts (£236,019) (only debts of more than £1k shown below)

£26,312 - RedPoppy Restaurant (Muir of Ord)

£19,129 - Anubis Security (Carluke)

£8,148 - A9 Accountancy (Inverness)

£7,967 - Otis (Leicester)

£7,598 - HCA International (Prestatyn)

£7,329 - Scotbake (Inverness)

£7,183 - GroGreen (Haddington)

£5,949 - Greentech Sportsturf (Stirling)

£5,577 - WMG Management Europe (London)

£5,356 - High Life Highland (Inverness)

£5,150 - Cafe V8 (Inverness)

£4,470 - Highland Heating Management (Inverness)

£4,400 - Ness Castle Lodges (Inverness)

£3,035 - Addleshaw Goddard LLP (Leeds)

£2,640 - D&E Coaches (Inverness)

£2,350 - Mr F S Haddad Surgeon (London)

£2,512 - Catapult Sports (Leeds)

£2,512 - The Sign Centre (Inverness)

£2,422 - Scottish Police Authority (Glasgow)

£2,100 - MISM (Smethwick)

£2,000 - Superior Sports Management (Stirling)

£1,936 - Quorum Sports (London)

£1,800 - PM Sports Management (Richmond)

£1,558 - Puma Teamwear (Manchester)

£1,540 - AC Hotel (Inverness)

£1,440 - ICR Solutions Epos (Inverness)

£1,322 - Physio Inverness (Inverness)

£1,290 - Football Safety Officers Association (Wishaw)

£1,200 - Deadline Day Soccer Consultants (Glasgow)

£1,092 - AJ100 (Dorset)

£1,059 - Myriad Heat & Power Products (Melton Mowbray)

£1,008 - RW Bell Electrical (Pitlochry)

£1,000 - Dr Craig Goldsack (London)

£1,000 - Miller Insurance Services (London)

£1,000 - SM75 (Glasgow)

 

[5] Administrator Fees and other Accrued Debts (Unknown)

 

He's made his offer conditional on all Trade Creditors (4 in your list) accepting that they won't get any payment.

He's already said he'd cover administration costs and that's included in the £1 million being talked about as his current commitment.  Assuming we're not doing double counting on that, then the assumption must be that the £800k is what was agreed at the meeting to clear loans, anything still due to HMRC and Footballing debt.

[CaleyD]

What we all need to keep in mind is that the Administrators represent the creditors and will take the deal that is best for them.

An offer that gives priority to one set of creditors and excludes another may not be within their ability to honour, even if you set aside the shares issue.

[Stephen Malkmus]

£800k struck me as being an interesting number. If the administrator was being difficult about the trade creditors being ignored it would take another £200k or so to resolve that issue.

A nice, round £1 million may be the figure Mr. Savage has in his head re. where he is willing to end up to get this done.

Edited Friday at 10:31 PM by Stephen Malkmus

[IcyT]

2 hours ago, CaleyD said:

The 90% / 10% scenario is not a thing.  You may be getting confused by the need for anyone buying at such a level having to make an offer to all shareholders, but there is no obligation for them to sell.

AS is not offering to pay anyone for their shares, he is making it a condition of his offer that ALL shares are handed to him for FREE.

Who owns FC Inverness Ltd has no baring on the fact that if they hold all the shares, then proceeds from any sale of shares goes to them and not the club.

While a disparate shareholding is problematic, all shares sitting with a single entity is also a risk as there is then no accountability.

What use are non voting shares to the Supporters Trust?

If 90% agree, the 10% are indeed obliged to sell on the same terms - section 979, Companies Act 2006. That might be at a penny per share, or whatever. Obviously, if FC Inverness holds the shares in the football company, and someone comes along to buy the football company it pays FC Inverness for the shares. That’s the deal in any corporate sale, unless it’s a sale of assets by the football company - which would entail assignations of licences, etc.  And that should be fair enough. FC Inverness would itself have put up the money in the first place to take control of the football company. At any time after incorporation of a company, more money going into the company must be for new shares, or put in by way of loan. A buyer may invest further into the football company after first paying the shareholders for their shares in, and thereby ownership, of the football company. I don’t see the problem there. 
 

Realistically, the ST does not have any control now. It has a voice. Maybe the new structure would continue to allow a voice, but not so as to jeopardize change of control in the future.

I am simply saying how I think this would work now, and in the future.

Edited Saturday at 12:40 AM by IcyT

[+Northern_jaggie]

Does anyone know if BDO intend to run the bidding process as an auction? Ie someone could make a counter bid to AS and then he could reply with a higher offer?

Surely this will be the case. If not, I’d worry that someone else outbids AS and that’s that.

[big cherly]

7 minutes ago, Northern_jaggie said:

Does anyone know if BDO intend to run the bidding process as an auction? Ie someone could make a counter bid to AS and then he could reply with a higher offer?

Surely this will be the case. If not, I’d worry that someone else outbids AS and that’s that.

Personally I’d like other offers to be submitted above AS’s. That may offer the lower shareholder a better outcome than what’s on the table with AS. It raises a point that has been in my mind for some time now, in so far does BDO have a decision on who or can they recommend is the preferred bidder/offer. Ie does the potential return of creditors / shareholders trump a lower offer (AS) that carries the backing of the fans. In simple terms an owner with some credibility and track record of investment with a plan, against an unknown person or company/org that offers double?? 

[+old caley girl]

24 minutes ago, Northern_jaggie said:

Does anyone know if BDO intend to run the bidding process as an auction? Ie someone could make a counter bid to AS and then he could reply with a higher offer?

Surely this will be the case. If not, I’d worry that someone else outbids AS and that’s that.

BDO work to get best deal for creditors so yes 

[CaleyD]

8 hours ago, IcyT said:

If 90% agree, the 10% are indeed obliged to sell on the same terms - section 979, Companies Act 2006. That might be at a penny per share, or whatever. Obviously, if FC Inverness holds the shares in the football company, and someone comes along to buy the football company it pays FC Inverness for the shares. That’s the deal in any corporate sale, unless it’s a sale of assets by the football company - which would entail assignations of licences, etc.  And that should be fair enough. FC Inverness would itself have put up the money in the first place to take control of the football company. At any time after incorporation of a company, more money going into the company must be for new shares, or put in by way of loan. A buyer may invest further into the football company after first paying the shareholders for their shares in, and thereby ownership, of the football company. I don’t see the problem there. 
 

Realistically, the ST does not have any control now. It has a voice. Maybe the new structure would continue to allow a voice, but not so as to jeopardize change of control in the future.

I am simply saying how I think this would work now, and in the future.

My understanding of the legislation is that we are not, by legal definition, in a takeover scenario, so that legislation doesn't apply.  Even if we were, I believe anti-prejudice laws may kick in.  I have done a fair bit of work in this area previously, but if it turns out I'm wrong, then

I hear what you're saying about the proposed nature of the transaction and setup, and in the normal corporate world it works.  I'm just not comfortable with it in the football world.  In theory, FC Inverness could wind up the football club the day after they get control and then sell the leases to a developer for a heck of a lot more than £800k.  Even if that's not Savage's intention (and I don't believe it is), if anything happens to him, then whoever takes over could do that.

There's an opportunity here for shares to be returned to the club, they then become unissued and available for sale, a much cleaner mechanism to put money into the club than loans. AS has said the club needs £1.8 Million to get to end of next season, that means another million over and above the £800k he's proposing.  If there were shares available, that's a straightforward means to secure investment as opposed to taking shares in an external company who then loan that money to the club?

The ST does have a fairly influential position right now.  If you think of the voting right as a number of shares (plus shares held in addition to the voting right), then it's equivalent to about 500k.  That's enough to sway just about any big decision that's come up at any general meeting where there's a spread of shareholders and disagreement.

We have a different view, and I welcome the discussion.  I'm not against changing my mind if someone highlights a view I agree with, but perhaps hadn't considered...but I will analyse everything to the infinite degree

[CaleyD]

1 hour ago, Northern_jaggie said:

Does anyone know if BDO intend to run the bidding process as an auction? Ie someone could make a counter bid to AS and then he could reply with a higher offer?

Surely this will be the case. If not, I’d worry that someone else outbids AS and that’s that.

Not so much an auction, but they will set a deadline for offers as they did previously.  AS has gone public with his offer, but it's possible any other offers would/could be subject to an NDA prior to the deadline.

It's not as simple as then accepting the highest cash offer, and creditors may get the chance to accept a lower bid if it's better for the business as well.

e.g. someone may match (or come under) the cash being offered by FC Inverness, but have fewer restricting conditions....like only wanting 75% of shares, and more realistic timescales for completion.

An offer is worthless if it's unlikely to be completed.

[Yngwie]

3 minutes ago, CaleyD said:

It's not as simple as then accepting the highest cash offer, and creditors may get the chance to accept a lower bid if it's better for the business as well.

As Bryan Jackson pointed out in the latest WS podcast, Clydebank FC’s creditors had the chance to accept an offer from a local consortium who would save the club or take a higher offer and let the club die. They chose the latter!

[Starscape]

3 hours ago, big cherly said:

Personally I’d like other offers to be submitted above AS’s. That may offer the lower shareholder a better outcome than what’s on the table with AS. It raises a point that has been in my mind for some time now, in so far does BDO have a decision on who or can they recommend is the preferred bidder/offer. Ie does the potential return of creditors / shareholders trump a lower offer (AS) that carries the backing of the fans. In simple terms an owner with some credibility and track record of investment with a plan, against an unknown person or company/org that offers double?? 

Why would you prefer to be run by a company with no connection to Inverness but more money to buy a club? We've seen plenty of them before and it's not always worked well. AS has put his money where his mouth is and come in . His plan is reasonable and not pie in the sky. He's not expecting a return, but just to operate at a reasonable level (i.e., a Championship club generally) under a reasonable budget. The backing of fans, staff and local businesses is central to his ideas.

Do you really think a consortium from China or wherever will be thinking, let's spend a million for no return other than love for the club?

[big cherly]

1 hour ago, Starscape said:

Why would you prefer to be run by a company with no connection to Inverness but more money to buy a club? We've seen plenty of them before and it's not always worked well. AS has put his money where his mouth is and come in . His plan is reasonable and not pie in the sky. He's not expecting a return, but just to operate at a reasonable level (i.e., a Championship club generally) under a reasonable budget. The backing of fans, staff and local businesses is central to his ideas.

Do you really think a consortium from China or wherever will be thinking, let's spend a million for no return other than love for the club?

Pumping money to keep the club going when no other local came forward or stood up was admirable (and I’ve spared no word commending AS on this forum for what he has done). 
That said it doesn’t mean he is the automatic inheritor or what’s best for the club going forward. Simply put I want more than a single horse race to become the owner(s).

AS might have the clubs best interest at heart. I’m sure Morrison, Sutherland, McGilvary et al would say the same. 
First and foremost AS is a businessman and profit (for him) is the cornerstone of any / all decisions he takes. AS makes it clear he wants full control of the club. Likelihood any other owner may want the same. Simply unless others come forward and explain their plans we don’t know. Maybe that can’t be any worse than the past decade. Locals to a man I believe! 

We (fans) have been keen to back enthusiastically just about every new regime promising great things that for the most came unstuck or failed. Having a bit of competition at this juncture offers a better chance IMO of achieving some much wanted improvement. Be they from China, Canada or Kelty I don’t care, as long as they can succeed to this aim. 

bc

Edited Saturday at 01:13 PM by big cherly

[Charles Bannerman]

To be realistic, beggars can’t be choosers inasmuch as if the AS deal is the best available and he wants full control, then that’s what he gets.

This, in essence, is not dissimilar to the last time the club almost went bust in 1999-2000 when Tullochs came in, clearing a reported £2.3M of debt and funding a business plan for future years. This included about £0.75M in share capital and the North and South stands. In return they obtained ownership of the stadium and lease and also had three “Tulloch Directors” including the Chairman with a casting vote on a board of six.

In practice this gave Tullochs complete control and marked the start of the best 15 year financial (and footballing) period in the club’s history. The only difference is that Tullochs never had anything close to a majority of shares.

Edited Saturday at 03:12 PM by Charles Bannerman

[big cherly]

53 minutes ago, Charles Bannerman said:

‘beggars can’t be choosers inasmuch as if the AS deal is the best available and he wants full control, then that’s what he gets

Everyone to their own Charles. The emphasis is in the ‘if’ for me.
I understand and accept you’re an ardent believer and cheerleader for AS  drumming up support. No problems with that! 

I want to see competition for the right to own and take the club forward. Not a coronation! I truly believe that is in the best interest of the club.

bc 
 

[Charles Bannerman]

16 minutes ago, big cherly said:

I understand and accept you’re an ardent believer and cheerleader for AS  drumming up support. No problems with that! 

I want to see competition for the right to own and take the club forward. Not a coronation! I truly believe that is in the best interest of the club.

bc 
 

Not so, Cherly. But I do recognise that Alan Savage has been the only credible game in town and has also tabled a bid for the club. Call it “bird in the hand worth two in the bush” if you like, but this club has been hovering on the threshold of oblivion for months so if a bid comes in, with the only apparent caveat the need for 100% share ownership, you have to welcome that as, at worst, a backstop that can guarantee survival.

[Satan]

13 minutes ago, big cherly said:

Everyone to their own Charles. The emphasis is in the ‘if’ for me.
I understand and accept you’re an ardent believer and cheerleader for AS  drumming up support. No problems with that! 

I want to see competition for the right to own and take the club forward. Not a coronation! I truly believe that is in the best interest of the club.

bc 
 

Well before AS got the ball rolling in the last week there wasnt any offers at all. Where were the competitive offers then?

Part of his deal involves purchase of the sub lease for the land, which I doubt anyone else who accessed the data room would bother with.

But we'll see who, if anyone comes out of the woodwork now the dirty work has been done.

[STFU]

We don't even know yet if the offer is doable with the timescales and conditions. Need to wait and see if BDO have anything to say on it first.