Who owns TCS?

[CaleyD]

I only ask because I've been trying to solve the riddle that is Stadium Ownership for some time now. I was under the belief that the ownership of the stadium had passed to the new Trust which was set up with charitable status to reduce the interest/tax etc on the debt and better facilitate it's repayment via rent received from the club, but that doesn't seem to fit with what appears to be going on in the background.

For a start, the Trust that was set up is now a Dormant Company which means that if it still owns the stadium then it can't be receiving anything by way of am ongoing market rent....yet the club is still paying rent.

There's certain documents online with the Highland Council saying that loans that had originally been set up in the name of the Trust had been transferred to a new property company (Inverness Caledonian Thistle Property (2004) Ltd) which was set up to manage the new stands. It would appear however that they do not hold ownership of the stands as they "Sub-lease" them to the club....which means that they are leasing them from another company (possibly Inverness Caledonian Thistle Property Ltd...note the missing 2004, which means it is a separate company). Both these companies would appear to have no connection to ICT and are owned either in whole, or in large by Tullochs/Inverness Holdings.

I also noted from this years accounts that the club only have a 50% stake in Caledonian Thistle Properties Ltd (yet another different company), when last year they had 100%...and on doing a little investigating the other 50% now appears to be owned by Tullochs/Inverness Holdings.

So that's 4 companies....

Caledonian Thistle Properties

Inverness Caledonian Thistle Properties

Inverness Caledonian Thistle Properties (2004)

Inverness Caledonian Thistle Trust

...that all seem to have a finger in the pie of stadium related property, but I have no idea which "bit" of property might belong to each. It would also seem that whilst the club are paying rent (which has increased by ?39,500 between last years accounts and this years) but that money doesn't seem to be making it's way back to the company which was originally set up to deal with the debt.

So, who owns the property/lease? Who owns the Debt? And who are we paying rent to?

I had kinda envisaged us paying off the debt (indirectly via rent) and perhaps purchasing the stadium back at some point, or that if we were to move then the debt would be cleared and their would be enough money left to set us up in a nice new stadium and be debt free....with the hope that we might be left a little in the bank to play with.

However, it would seem that one of two companies owned by Tullochs/Inverness Holdings would be the ones to profit from the sale of the remainder of the lease at our current location. Anything that the club might see from such a deal would be entirely down to good will.....which makes me a little uncomfortable. Not to mention the fact that it makes the club itself practically worthless in terms of attracting anything by way of substantial investment.

I'm not suggesting anything underhand or improper, and we could spend forever going through discussing the merits of every possible scenario, but all I'm really interested in is if anyone can add any facts to the above or point out where I have definitely made an error.

[Yngwie]

Intriguing.

Have you used info from Companies House to get this far?

[CaleyD]

Some of it yes, but things like the Tullochs annual accounts are up on their website and the Highland Council publish things like the agendas and outcomes from the Resource Committee meetings on the web which is where i got the details about the transfer of the loan from the Trust to ICT Properties (2004) etc....which is what sent my spidey senses tingling and provoked the further investigation.

You could argue that the moment we agreed to transferring the property/lease to the Trust we effectively lost control of the Stadium, so where it ends up from there doesn't really matter. However, as I understood it, the Trust had certain "responsibilities" in so much as it's Trust status was granted on the grounds that it was there to serve the sporting community (or something to that effect).

They may still "own" the lease, but if that's been sold (sub-let) on to someone else in order to clear the debt that was sitting there, then it's basically an asset which is worthless as it's value has already been realised.

If there's still a debt there then it's not being serviced by anyone or accounts would need to exist and it couldn't hold dormant status...and if that's the case then it's no longer the bank the money is owed too and I can't think of too many people with a couple of million that could afford to have a couple of million sitting as a debt within a dormant company without it being serviced.

I've been digging and poking around on this for a good while now, and it was only really the fact that 50% of Caledonian Thistle Properties appeared "syphoned off" in the latest set of club accounts that led me to asking the question on here to see if anyone could fill in some of the gaps and question marks.

[PullMyFinger]

How did it get there?

[CaleyD]

Sat on a seed and waited for the tree to grow.

[PullMyFinger]

Sat on a seed and waited for the tree to grow.

[caley100]

Does it not just confirm the fog that exists around ICT the noo... seems to me that Sutherland has been juggling with companies again to strengthen his own position, will it not mean that if ICT were to relocate, he ( or a company owned/run by him ) will have the lease on the ground (another 86 years).

Edited September 6, 2008 by caley100

[CaleyD]

That's certainly how it seems, which is why I've asked the question.

Maybe David Stewart should be my next port of call as the latest "Register of Interest" for the Scottish Parliament lists him as a Director of the, now dormant, Inverness Caledonian Thistle Trust.

[PullMyFinger]

Just it not just confirm the fog that exists around ICT the noo... seems to me that Sutherland has been juggling with companies again to strengthen his own position, will it not mean that if ICT were to relocate, he ( or a company owned/run by him ) will have the lease on the ground (another 86 years).

Would you feel different if it was someone else? and why? DS has been good to this club and no one should forget it.

[Alex MacLeod]

Tullochs always had and always will have overall control of everything. Setting up different companies and moving debts around is common business practice and not something sinister.

The lease on the land isn't worth a great deal as any property developer would want feu title. The land is owned by HRC so they are the ones who would gain most from relocation and sale of the land.

[Scotty]

At the end of the day, many "intelligent businessmen" as mentioned on another thread have been around the club for a while. I dont have a problem with any of them profiting through their association with ICT so long as that profit does not come at a detriment to the club.

Mr Sutherland took a club who had crippling debts and through some jiggery pokery worthy of a spot on the Paul Daniels show made all of that disappear.

I will admit to not really understanding the mechanics of it at the time, with stadium trusts, property companies etc, but what I did understand was that we suddenly went from a situation where we owed a large six figure sum and were contemplating a "pay a player scheme" through this website to being one of few clubs in Scotland who were in the black and we were all relieved.

At the same time, I was also aware of another scheme that had just published (or was about to publish) a draft proposal of a long-term plan for the development of a new leisure and marina complex along parts of the golden mile and around the bay into the stadium area. The idea was to have a cosmopolitan, european style leisure village and the stadium would be slap bang in the middle of the map.

coincidence ? perhaps not.

At the end of the day, we were not too bothered at the time, we accepted our new debt-free existence and the transfer of our biggest asset to the Stadium Trust (and I still believe that was the right thing to do). It now looks like Mr Sutherland or one or more companies associated with him may profit more than we would like if any of this comes to pass ..... but at the end of the day, we are still there, still largely debt free, and I dont believe Mr Sutherland would/will do anything that is not in the interests of ICT or at least has a neutral effect on ICT.

[caley100]

Just it not just confirm the fog that exists around ICT the noo... seems to me that Sutherland has been juggling with companies again to strengthen his own position, will it not mean that if ICT were to relocate, he ( or a company owned/run by him ) will have the lease on the ground (another 86 years).

Would you feel different if it was someone else? and why? DS has been good to this club and no one should forget it.

I'm not in any way condemning David Sutherland for what he has done for this club, indeed we might have gone under, but with DS there is a hidden agenda, thats for sure.

He is first and foremost a business man, and will be looking ahead, now that he has sold the construction side of Tullochs, and since the housing sector has tailed off badly, will he be calling in the other area's of investment and bring them to fruition?

Thats what i to to put over in my earlier post that there is no clarity with what goes on behind the scenes at ICT, had it been his own company then we have no right to know, but ICT is there for the fans.

Edited September 6, 2008 by caley100

[Kingsmills]

A lease of that sort of duration can potentially have almost as much value as a feuhold.

[Hiro]

I only ask because I've been trying to solve the riddle that is Stadium Ownership for some time now. I was under the belief that the ownership of the stadium had passed to the new Trust which was set up with charitable status to reduce the interest/tax etc on the debt and better facilitate it's repayment via rent received from the club, but that doesn't seem to fit with what appears to be going on in the background.

For a start, the Trust that was set up is now a Dormant Company which means that if it still owns the stadium then it can't be receiving anything by way of am ongoing market rent....yet the club is still paying rent.

There's certain documents online with the Highland Council saying that loans that had originally been set up in the name of the Trust had been transferred to a new property company (Inverness Caledonian Thistle Property (2004) Ltd) which was set up to manage the new stands. It would appear however that they do not hold ownership of the stands as they "Sub-lease" them to the club....which means that they are leasing them from another company (possibly Inverness Caledonian Thistle Property Ltd...note the missing 2004, which means it is a separate company). Both these companies would appear to have no connection to ICT and are owned either in whole, or in large by Tullochs/Inverness Holdings.

I also noted from this years accounts that the club only have a 50% stake in Caledonian Thistle Properties Ltd (yet another different company), when last year they had 100%...and on doing a little investigating the other 50% now appears to be owned by Tullochs/Inverness Holdings.

So that's 4 companies....

Caledonian Thistle Properties

Inverness Caledonian Thistle Properties

Inverness Caledonian Thistle Properties (2004)

Inverness Caledonian Thistle Trust

...that all seem to have a finger in the pie of stadium related property, but I have no idea which "bit" of property might belong to each. It would also seem that whilst the club are paying rent (which has increased by ?39,500 between last years accounts and this years) but that money doesn't seem to be making it's way back to the company which was originally set up to deal with the debt.

So, who owns the property/lease? Who owns the Debt? And who are we paying rent to?

I had kinda envisaged us paying off the debt (indirectly via rent) and perhaps purchasing the stadium back at some point, or that if we were to move then the debt would be cleared and their would be enough money left to set us up in a nice new stadium and be debt free....with the hope that we might be left a little in the bank to play with.

However, it would seem that one of two companies owned by Tullochs/Inverness Holdings would be the ones to profit from the sale of the remainder of the lease at our current location. Anything that the club might see from such a deal would be entirely down to good will.....which makes me a little uncomfortable. Not to mention the fact that it makes the club itself practically worthless in terms of attracting anything by way of substantial investment.

I'm not suggesting anything underhand or improper, and we could spend forever going through discussing the merits of every possible scenario, but all I'm really interested in is if anyone can add any facts to the above or point out where I have definitely made an error.

Hmmm.... it's alla bit confusing. I've just had a poke around companies house online database and there's some interesting things on there re: the above companies.

Inverness Caledonian Thistle Trust has never done anything. Never filed active accounts and the property and loans were never transferred into the company. Instead it appears that they were transferred into Inverness Caledonian Thistle properties Ltd. I can only hazard a guess but this company cropped up at the same time as the property appears as a disposal in the football club accounts. The only thing that puzzles me is that the Stadium lease appears to be a current asset (Work In Progress) until 2005 when it was transferred to being a tangible fixed asset. Furthermore, its under the category of Freehold land now and not Freehold property as I would expect. Interestingly, the registered address of this company is Stoneyfield House - i.e. Tullochs and it's 3 directors are David Sutherland, C Di Ciacca and Alyson Marshall. As you would expect the company is loss making with ?50k rent from the club and ?200k of loan interest to service.

Aaah. I have just seen who owns the share capital of this Inverness Caledonian Thistle Properties Ltd - Inverness Caledonian Thistle Trust Ltd. Basically the trust does own the stadium and debt - just indirectly. The club also have a 50% share in the trust and so indirectly retain part ownership of the stadium.

Inverness Caledonian Thistle Properties (2004) Ltd is a different matter. It owns the new stands (secured by a debt to Tullochs) and has then same listed directors. The parent company however is Slackbuie Ltd which owns 100% of the share capital. Essentially - The club have no ownership or right to the new stands.

[caley100]

Did ICT or ICT property not buy the stands? i'm sure i read somewhere that we paid for them, anyway Slacbuie ltd is David Sutherland is it not?

As i said there is for the ordinary fan a lot of questions to be answered.

[CaleyD]

Aaah. I have just seen who owns the share capital of this Inverness Caledonian Thistle Properties Ltd - Inverness Caledonian Thistle Trust Ltd. Basically the trust does own the stadium and debt - just indirectly. The club also have a 50% share in the trust and so indirectly retain part ownership of the stadium..

I may be wrong, but I thought the club had to list specific details in their accounts of all companies where they have a holding of more than 20% (As they have done with Caledonian Thistle Properties). If the club own 50% of the Share Capital of the Trust, then why is it not listed as such?

[CaleyD]

Did ICT or ICT property not buy the stands? i'm sure i read somewhere that we paid for them, anyway Slacbuie ltd is David Sutherland is it not?

As i said there is for the ordinary fan a lot of questions to be answered.

The original cost of the stands was in the region of ?1 Million. ?400k was borrowed by Inverness Caledonian Thistle Trust, this was matched by ?400k from Tulloch and ?200k from the club.

Their was a cost overrun on the stands of ?505k and this was met from a further ?200k loan from the council to Inverness Caledonian Thistle Properties (2004) Ltd (along with transfer of the original ?400k loan from the Trust to that company), ?200k from Tullochs and a further ?105,000 from the club.

In effect the club met 20% of the cost, but now seem to have nothing to show for it by way of share capital in the company that owns the new stands.

I believe Slackbuie is a subsidiary of Inverness Holdings, which is David Sutherland's company.

[Hiro]

Aaah. I have just seen who owns the share capital of this Inverness Caledonian Thistle Properties Ltd - Inverness Caledonian Thistle Trust Ltd. Basically the trust does own the stadium and debt - just indirectly. The club also have a 50% share in the trust and so indirectly retain part ownership of the stadium..

I may be wrong, but I thought the club had to list specific details in their accounts of all companies where they have a holding of more than 20% (As they have done with Caledonian Thistle Properties). If the club own 50% of the Share Capital of the Trust, then why is it not listed as such?

Aplogies, I never looked it up to see if it was fact. I just saw the 50% thing in your initial post.

The trust actually has no share capital so who has control is debatable (directors are Sutherland, David Stewart, A Sellars and Ken Mackie). However. What puzzles me is how can the Trust be the ultimate controlling party of the ICT Properties as there is nothing (literally nothing) in the Trusts accounts and no note of even the existence ICT properties in the trust accounts. However, ICT properties accounts specifically name the Trust as being the controlling party.

I'm only passing on the facts as I see them but as you say it's a confusing as to what the club actually has an interest in. What you can be sure of is that nothing is outwith the reach of Mr DS Sutherland.

[Scotty]

Can questions such as these be raised at the AGM for clarification? .... it certainly seems as clear as mud to the average punter !

[Hiro]

Can questions such as these be raised at the AGM for clarification? .... it certainly seems as clear as mud to the average punter !

What we need to find out is who controls the Trust because it is the trust that controls ICT properties and therefore the stadium (minus new stands) and debt.

Clear as mud is about right.

[IMMORTAL HOWDEN ENDER]

**** me - cant wait to talk about feckin football again.

[CaleyD]

I have received the following information from Mike Smith in relation to this subject.....

I have read with interest the thread on the website which was started with the issue of the percentage of the club shareholding in Caledonian Thistle Properties Ltd. This company owned Grant Street Park (excluding the structures thereon) which was sold to the Highland Council in 2001.

Can I say that having checked back there has been no change in this shareholding since it started and nor has there been any change in the percentage of 50%. If you follow back to the 2005 accounts you will find that it was 50% at that stage. Unfortunately a mistake was made in 2006 and it was returned as 100% and this was continued in 2007. We are now having recognised this and it has been rectified in the current accounts.

On the wider dialogue on this topic I would confirm that the stadium site is owned by the Highland Council Common Good Fund which leases it to Inverness Caledonian Thistle Properties Ltd. This company leases the stadium to the club although there is a separate lease from Inverness Caledonian Thistle Properties (2004) Ltd covering the North and South stands. These leases are co-terminus and run to 2094.

[Hiro]

I have received the following information from Mike Smith in relation to this subject.....

I have read with interest the thread on the website which was started with the issue of the percentage of the club shareholding in Caledonian Thistle Properties Ltd. This company owned Grant Street Park (excluding the structures thereon) which was sold to the Highland Council in 2001.

Can I say that having checked back there has been no change in this shareholding since it started and nor has there been any change in the percentage of 50%. If you follow back to the 2005 accounts you will find that it was 50% at that stage. Unfortunately a mistake was made in 2006 and it was returned as 100% and this was continued in 2007. We are now having recognised this and it has been rectified in the current accounts.

On the wider dialogue on this topic I would confirm that the stadium site is owned by the Highland Council Common Good Fund which leases it to Inverness Caledonian Thistle Properties Ltd. This company leases the stadium to the club although there is a separate lease from Inverness Caledonian Thistle Properties (2004) Ltd covering the North and South stands. These leases are co-terminus and run to 2094.

Thats fair enough. Good of Mr Smith to provide some clarity.

[billyshears]

I have received the following information from Mike Smith in relation to this subject.....

I have read with interest the thread on the website which was started with the issue of the percentage of the club shareholding in Caledonian Thistle Properties Ltd. This company owned Grant Street Park (excluding the structures thereon) which was sold to the Highland Council in 2001.

Can I say that having checked back there has been no change in this shareholding since it started and nor has there been any change in the percentage of 50%. If you follow back to the 2005 accounts you will find that it was 50% at that stage. Unfortunately a mistake was made in 2006 and it was returned as 100% and this was continued in 2007. We are now having recognised this and it has been rectified in the current accounts.

On the wider dialogue on this topic I would confirm that the stadium site is owned by the Highland Council Common Good Fund which leases it to Inverness Caledonian Thistle Properties Ltd. This company leases the stadium to the club although there is a separate lease from Inverness Caledonian Thistle Properties (2004) Ltd covering the North and South stands. These leases are co-terminus and run to 2094.

Communication from the Chief Exec? Thought you said nobody from the club listened to you, CaleyD!

[Scotty]

Communication from the Chief Exec? Thought you said nobody from the club listened to you, CaleyD!

I blame Grassa :thumb04: .... ever since he indicated a willingness to talk we have been overcome with positivity and visits from club officials

long may it continue !