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Posted

I will refer to my signature and the quote from AS himself ....  "It’s not a train set – it’s a proud member of the SPFL" : Alan Savage [30/07/2024]"

If ANYONE - and that includes AS - is treating ICT as a power play or a plaything like that proverbial train set then that is not right and is not acceptable. Like everyone else here I want what is best for our club, but also like most, I am just a normal working guy, and just can't afford to 'do the right thing' by the club in that way. I will do what I can in terms of shares, donations or merchandise purchases, but I cant match what Savage, Morrison, Sutherland et all have done in the past or may do in future. 

Currently, I will give AS a fair bit of leeway as he has stepped up and put money where his mouth is (again). All of those power-brokers who were at that meeting have similarly done their part at one time or another including RM who we know made some bad choices but still sunk seven figures into the club. The minutiae and semantics of that is for another topic. There are also a lot of other instances over the years where previous leaders of our club have done unseen or unknown things to make sure costs were controlled at the club, picked up by someone else, or paid out of their own pockets.  

I can see AS' point to an extent in wanting control. When he was chairman previously, he did not have that and there were well documented power struggles and personality conflicts that basically led to his resignation. I know I am over-simplifying that part of our history, but I can see him not wanting the same scenario this time around if he is trying to save the club and ends up meeting 10 different dissenting voices each time we try to take a step forward.  

I have reservations over the 100% ownership thing unless it comes with some form of protection and succession plan should he himself lose interest, or possibly more likely, that as he ages, he is less able to manage the day to day running of a football club and those who take over from him are uninterested (the Gretna scenario). If 'clearing the decks' so to speak is simply a mechanism to tidy up and remove current shares and debts and then to offer these to a new owner, or as a brand new public share issue, then that's more acceptable but as someone said, the devil will be in the details and we dont have those details.  For me however, the 10% voting right of the Trust should be non-negotiable. Their relevance and value has always been questioned in some corners over the years, but there is no denying what they have also done during this time, the value it brings, and hopefully that they will continue to do provided they have some say and some skin in the game... 

The other thing here is to wonder about the end game. Something that sticks in my head is the mention of relocation to UHI. Personally, I am not against this as such. I love the Caledonian Stadium, but if we are honest, and look at it in terms of practicality, the stadium is not in the best location, and a smaller purpose-built stadium, with training facilities, shared with UHI and perhaps sponsored by donors to UHI or corporate sponsors, and with shared costs makes a lot of sense provided it could be financed somehow. This would free up the current site for other activities if that parcel of land could be added to the freeport. I have no idea if any of this is possible, but provided any activity in this area was for the benefit of the club and secured a future for us then I would not be automatically opposed. I am not opposed to any consortium or person making a profit from this kind of venture, provided the club gets its fair share and does not get ripped off. The city is not so big that UHI is too far away. The transport links are ok, and if there were public transport on matchdays then this makes it just as convenient for some (and inconvenient for others) as the Caledonian stadium. 

Time will tell whether we are erecting a statue of AS and other benefactors in front of the Caledonian Stadium (wherever it is) or if he is written into history with some of the others who are on our personal sh** lists because we regard them as having tried to kill our club. For me, the club would already be dead thanks to the actions or inactions of others by now, so AS is still on my statue list and not my **** list! I really hope it stays that way!           

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Posted
6 hours ago, Scotty said:

I will refer to my signature and the quote from AS himself ....  "It’s not a train set – it’s a proud member of the SPFL" : Alan Savage [30/07/2024]"

If ANYONE - and that includes AS - is treating ICT as a power play or a plaything like that proverbial train set then that is not right and is not acceptable. Like everyone else here I want what is best for our club, but also like most, I am just a normal working guy, and just can't afford to 'do the right thing' by the club in that way. I will do what I can in terms of shares, donations or merchandise purchases, but I cant match what Savage, Morrison, Sutherland et all have done in the past or may do in future. 

Currently, I will give AS a fair bit of leeway as he has stepped up and put money where his mouth is (again). All of those power-brokers who were at that meeting have similarly done their part at one time or another including RM who we know made some bad choices but still sunk seven figures into the club. The minutiae and semantics of that is for another topic. There are also a lot of other instances over the years where previous leaders of our club have done unseen or unknown things to make sure costs were controlled at the club, picked up by someone else, or paid out of their own pockets.  

I can see AS' point to an extent in wanting control. When he was chairman previously, he did not have that and there were well documented power struggles and personality conflicts that basically led to his resignation. I know I am over-simplifying that part of our history, but I can see him not wanting the same scenario this time around if he is trying to save the club and ends up meeting 10 different dissenting voices each time we try to take a step forward.  

I have reservations over the 100% ownership thing unless it comes with some form of protection and succession plan should he himself lose interest, or possibly more likely, that as he ages, he is less able to manage the day to day running of a football club and those who take over from him are uninterested (the Gretna scenario). If 'clearing the decks' so to speak is simply a mechanism to tidy up and remove current shares and debts and then to offer these to a new owner, or as a brand new public share issue, then that's more acceptable but as someone said, the devil will be in the details and we dont have those details.  For me however, the 10% voting right of the Trust should be non-negotiable. Their relevance and value has always been questioned in some corners over the years, but there is no denying what they have also done during this time, the value it brings, and hopefully that they will continue to do provided they have some say.            

The ST’s 10% voting right - which is not a shareholding but a fixed 10% in any vote irrespective of shares - wasn’t mentioned at last week’s press event. Its effect would be to require anyone wishing for total control, which I think requires 75% of voting strength, to hold 83% of the shares to achieve it, and this perhaps helps partly explain why AS is setting his sights high. I don’t know what the ST’s position is on possibly surrendering this right, even if this os required, but if AS could amass 75% voting rights, I believe he would have the clout to make the necessary arrangements to force that if he insisted - but I am sure he is also savvy enough to know that he needs to take the fans with him.

As regards a shift of stadium, I would personally be quite happy to move from East Longman to a better location such as UHI, but I’m not clear how realistic this would be in terms of land availability (which was even a problem in 1994) and cost. In the case of the latter, just how willing would external parties be to hand over or contribute cash or assets to a football club that has already gone through massive amounts of other people’s money (I would estimate anything up to £15 million in the last 30 years). I would caution against any view that people will put their hands in their pockets simply because it’s Caley Thistle - especially since the club is only now beginning to recover from the largely self-inflicted injury of its battered image and credibility among local movers, shakers and business people.

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Posted
6 hours ago, Charles Bannerman said:

The ST’s 10% voting right - which is not a shareholding but a fixed 10% in any vote irrespective of shares

This part is not quite accurate.

The 10% voting right is an enhancement on a specific set of 108 shares held by the Supporters Trust.

Screenshot_20250404-070137.png.849d6789e27c6873dd22bfe5860cc2b2.png

At present, this is equivalent to them holding just over 400,000 shares.  They also hold an additional 13500 shares (or there abouts), which have normal voting rights.

It's that 413,500 (ish) number which would be counted in any vote held, regardless of the number of other shares cast in that vote.

In actuality, if every share was cast in a vote, they'd have (marginally) over 10%.  However, the fewer shareholders voting, the greater that % becomes on any specific vote.

e.g. 2 million shares involved in a vote would mean ST would have around 17% of the vote....413.5K/(2M+413.5K)%

As you correctly point out, anything over 75% would give authority to change the company articles, and they could simply strike off the Supporters Trust voting right by way of a special resolution....if so minded.

The voting right also has an interesting history...and I'm happy to receive any corrections to the following, especially from the early days.

Originally sitting with the members club, the 108 shares each carried a 10,000 share voting right.

Not sure if anything changed in between, but...

Around 2002 it was changed to facilitate the investment made by Tulloch/DFS at the time, however there was an (unfortunate?) quirk in the calculation implemented that meant the more shares held, the lower the voting right got!

When this was highlighted to the main shareholders at the time, they almost instantly agreed to a correction, but there was a lot of negotiation around what the change should be.  We wanted 15%, some of the main players wanted 5% (and more money to secure that)....we settled on 10%, and it got unanimously backed by all the big shareholders at the AGM in 2011.

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Posted (edited)
9 hours ago, CaleyD said:

This part is not quite accurate.

The 10% voting right is an enhancement on a specific set of 108 shares held by the Supporters Trust.

Screenshot_20250404-070137.png.849d6789e27c6873dd22bfe5860cc2b2.png

At present, this is equivalent to them holding just over 400,000 shares.  They also hold an additional 13500 shares (or there abouts), which have normal voting rights.

It's that 413,500 (ish) number which would be counted in any vote held, regardless of the number of other shares cast in that vote.

In actuality, if every share was cast in a vote, they'd have (marginally) over 10%.  However, the fewer shareholders voting, the greater that % becomes on any specific vote.

e.g. 2 million shares involved in a vote would mean ST would have around 17% of the vote....413.5K/(2M+413.5K)%

As you correctly point out, anything over 75% would give authority to change the company articles, and they could simply strike off the Supporters Trust voting right by way of a special resolution....if so minded.

The voting right also has an interesting history...and I'm happy to receive any corrections to the following, especially from the early days.

Originally sitting with the members club, the 108 shares each carried a 10,000 share voting right.

Not sure if anything changed in between, but...

Around 2002 it was changed to facilitate the investment made by Tulloch/DFS at the time, however there was an (unfortunate?) quirk in the calculation implemented that meant the more shares held, the lower the voting right got!

When this was highlighted to the main shareholders at the time, they almost instantly agreed to a correction, but there was a lot of negotiation around what the change should be.  We wanted 15%, some of the main players wanted 5% (and more money to secure that)....we settled on 10%, and it got unanimously backed by all the big shareholders at the AGM in 2011.

OK D… if you want to split hairs, I’ll add the word “ordinary”.😊

I remember attending the AGM when the 10% was agreed. Was there not a stage where the ST had a fixed 50%, which DFS wanted reduced because any potential new shareholders would be put off by the difficulty of acquiring influence?

I believe that the block in question has its origins in the assets of Thistle and Caley as realised mainly in the mid 90s. Interestingly, excluding the Caley Social Club which was sold later, these were disposed of for something in the region of a gross £1.6M+ (mainly Kingsmills, Telford Street and the Thistle Club) but their net value, as quoted by the club when the stadium opened, was £1.225M. We can presumably take it that the difference represents various costs - mainly legal - associated with the merger.

If I were to allow my head to rule my heart on this one, I would feel inclined to agree that, given that the club has EFFECTIVELY gone bust twice and the stadium has been security against a bailout on both occasions, I would find it morally difficult to justify that 10% being retained. (But only morally!!)

Edited by Charles Bannerman

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