New Investment Options

[steelboy]

1 minute ago, MelvinBragg said:

Obviously you didn't read the article where they mentioned the inadequate valuation of the club as one of several reasons they were against the proposals.. 

So if the valuation is wrong why are they allowing a dishonest prospectus to be voted on? Is that legal? 

When are they going to present the Society's own valuation of the shareholding?

[steelboy]

If the Society board put this to a vote with the lower valuation they have defacto accepted the legitimaticy of the valuation. 

[texanwellfan]

12 minutes ago, David said:

An interesting read for sure. One thing that stood out to me is the following:

"Feedback has been provided back and forth, with this proposal coming after outgoing club chairman Jim McMahon launched a campaign targeted for the American market in January. The rationale was that the club needed investment to challenge the likes of Aberdeen, Hearts and Hibs."

I've underlined and bolded the part I wish to highlight. My question is, does Barmack's offer put us in a position to compete with the likes of Aberdeen, Hearts, and Hibs?

In my view, an investment of £300,000 per year simply isn’t sufficient to achieve that. It would require a level of investment that enables us to financially compete with Aberdeen, Hearts, and Hibs for me to seriously consider relinquishing fan control.

This offer from Erik Barmack simply doesn’t accomplish that.

Definitely money wise you are correct but my understanding is that he would bring further financial benefits into the club using his skills and contacts. However, that is a very nebulous statement with no plan proposed or metrics to measure success. Reminds of Trump. I’ll do this or do that but there’s never any plan to actually get it done which of course results in nothing getting done. So I think we are basically taking a gamble (with WS betting the shirt off their back) on EB being able to perform with very little consequences for him if we Lose the bet. 

[steelboy]

Also why are you complaining about the time frame of the vote? Surely the Society board decides when the Society votes?

Has someone else decided?

 

[MelvinBragg]

9 minutes ago, steelboy said:

If the Society board put this to a vote with the lower valuation they have defacto accepted the legitimaticy of the valuation. 

Calm down. The Well Society is a democracy, you would no doubt complain if they made a decision of this scale without consulting members. The Society board (well, the majority of them) are making it quite clear they disagree with the valuation. But it's right that members can make up their own minds. I think your criticism of the Well Society is quite harsh here. And I say that as someone without a dog in the fight as I'm not a member of the society...

[dennyc]

9 hours ago, steelboy said:

@dennyc contacted the Society  about this and they told him that Companies House won't let the Well Society be listed as a person of significant control. However if you look at St Mirren's listing their fan ownership group and the charity are both listed as having significant control despite holding fewer shares than the Well Society. 

I also contacted the Society about the decision to sell shares to go below the 75% threshold and they told me that they never held 75%+ at any time despite that being listed on the Companies House website. 

 

To confirm this.

I was a bit concerned to hear they had been unlisted so contacted Society.

Tom Feely told me the Society had been on and off as Persons with Significant Control (PSC) over the years as there was a view within the WS that they should be listed. Companies House records confirm that on/off situation over the years. So there is confusion.  I was also told by Tom that In their last correspondence with Companies House the Club had been advised that if they continued to list the Society as a PSC, then they could be penalised.

I pointed out the St Mirren situation and did not really get an answer other than   "We are only doing what we are told". I was never told why in fact the WS did not qualify.

Investigation via Companies House site.

I confirmed there are several factors taken into account as to when a PSC situation would apply.

One is indeed share holding % but 25% and NOT 75% is the cut off. Please note though that % share is not always the deciding factor or the only qualification required. The entitlement to vote at Board Meetings and also the power to add and remove Board Members come into play.

In short, someone might have 50% Shareholding and not qualify. Someone with 25% but who can vote and/or dismiss and appoint Board Members would qualify.

I do not know the full list of powers which the Society hold. I do know the Shareholding % more or less. But does anyone know for a fact that they are entitled to appoint or dismiss Exec Board Members or even that they do carry a vote as Society Reps?  Either might be the deciding factor.  No doubt someone will be able to unearth exactly what powers the Society hold. One thing for sure, it is not as simple as shareholding %.

Oh, and the PSC criteria applies to Groups as well as individuals. I did wonder about that but the WS is a Body that would qualify. 

I have never gotten to the bottom as to why the Society is not listed as a PSC. I did wonder if the terms which were agreed when the WS was founded were such as to ensure it did not qualify. Perhaps by withholding certain Powers? Most likely the power to remove a Board member? One for the new Society Board to investigate via their legal support.

All very complicated and clear as mud I'm afraid. 

 

[steelboy]

6 minutes ago, MelvinBragg said:

Calm down. The Well Society is a democracy, you would no doubt complain if they made a decision of this scale without consulting members. The Society board (well, the majority of them) are making it quite clear they disagree with the valuation. But it's right that members can make up their own minds. I think your criticism of the Well Society is quite harsh here. And I say that as someone without a dog in the fight as I'm not a member of the society...

Well I am member of the society. 

It seems clear to me that if the board feels the deal undervalues the assets by several million pounds that it's wrong to put it to a vote. They should be seeking legal advice on this matter. 

Also they should already have put out their own valuation and highlighted exactly by how much McMahon is ripping us off. I fully expected this was coming but after reading that interview I'm not convinced.

[steelboy]

12 minutes ago, MelvinBragg said:

Calm down. The Well Society is a democracy, you would no doubt complain if they made a decision of this scale without consulting members. 

On this point just because two parties agree to something doesn't make it legal. 

The valuation is key and if they don't fight on that then I think we will lose fan ownership. Sometimes boats have to be rocked.

I'll say again I was delighted with the response earlier in the week but accepting McMahon and Barmack's terms and timescale is playing into their hands. 

[MelvinBragg]

2 minutes ago, steelboy said:

Well I am member of the society. 

It seems clear to me that if the board feels the deal undervalues the assets by several million pounds that it's wrong to put it to a vote. They should be seeking legal advice on this matter. 

I'd argue the value of some of the assets isn't written in stone. What's the value of Fir Park? Whatever someone's willing to pay for it? Same applies to players. Value of future income? Well, how do you forecast that? We could do a Falkirk and disappear to League One. I'm not suggesting it's a fair value that's been assigned but I think it's very hard to state that there is a specific value that Motherwell Football Club is worth...

[steelboy]

Just now, MelvinBragg said:

I'd argue the value of some of the assets isn't written in stone. What's the value of Fir Park? Whatever someone's willing to pay for it? Same applies to players. Value of future income? Well, how do you forecast that? We could do a Falkirk and disappear to League One. I'm not suggesting it's a fair value that's been assigned but I think it's very hard to state that there is a specific value that Motherwell Football Club is worth...

It's worth what someone is willing to pay for it is only as valid as it's worth what we're willing to sell it for. And selling isn't even in the constitution.

The Well Society board statement said the club was hugely undervalued so they obviously have a valuation in mind. Let's hear it.

[Kmcalpin]

 

1 hour ago, Dee said:

Myself and Phil Speedie had a chat with Ben Banks about Erik's proposal. 

Thanks for this Derek. A welcome update. Irrespective of the details its encouraging that there seems to be a willingness to talk and negotiate about external investment generally. The recent debate has been a bit polarised and your tone may just help to heal some rifts. We don't want a divided support. 

[steelboy]

5 minutes ago, Kmcalpin said:

 

The recent debate has been a bit polarised and your tone may just help to heal some rifts. We don't want a divided support. 

It is a polarity. 

It's continuing fan ownership Vs end fan ownership. That's what all this is about. 

[dennyc]

51 minutes ago, steelboy said:

If the Society board put this to a vote with the lower valuation they have defacto accepted the legitimaticy of the valuation. 

If The WS Board have pointed out the undervaluation as they see it, does that not give them and their Members a valid reason to reject the offer? So putting it to a vote with that undervaluation on show might actually help to achieve the outcome you want by swaying some folk that are undecided.

Of real interest to all, should be the hinted at financial situation the Board Finance person referred to as being a major factor leading to that low valuation. I think in his response to Vietnam91? On P&B maybe.

[steelboy]

9 minutes ago, dennyc said:

If The WS Board have pointed out the undervaluation as they see it, does that not give them and their Members a valid reason to reject the offer? So putting it to a vote with that undervaluation on show might actually help to achieve the outcome you want by swaying some folk that are undecided.

First of all I'm questioning the legality of voting on a false prospectus. That has to be investigated. 

Secondly I'm asking if and when we are going to be informed of the Society board's valuation of our shareholding. 

Simple questions which should be easy to answer. 

[Mccus28]

1 hour ago, steelboy said:

First of all I'm questioning the legality of voting on a false prospectus. That has to be investigated. 

Secondly I'm asking if and when we are going to be informed of the Society board's valuation of our shareholding. 

Simple questions which should be easy to answer. 

In fairness, it seems you won't be happy until the board and EB are in your livingroom presenting their business cases going over the tiny details!!!!

I wish you'd just stop and take a breath, stop making assumptions and relax, you're going to give yourself a stroke.

[Casagolda]

The Well Society Board do not seem to realise they have the power to stop this in its tracks.

Instead of newspaper interviews it is time to call general meetings of the Society and the football club to get things in order.

Why has the club been able to dictate to the well society the time table of the vote? If the board of the well society don't think the timescale is prudent take official actions to change it. The Well Society Board need to realise they have legal powers and protections.

They have said this is an existential issue for the society and the club. But they seem scared to put a few noses out of joint and do what is necessary to stop this.

[Casagolda]

The whole plan of Jim McMahon requires that the Well Society to be too meek and allow him to run over the top of it.

It is time for the Well Society board to step up. It is 6-1 in current board members against this proposal. That should be enough to put the whole thing in the bin with no need for a vote.

[MelvinBragg]

10 minutes ago, Casagolda said:

It is time for the Well Society board to step up. It is 6-1 in current board members against this proposal. That should be enough to put the whole thing in the bin with no need for a vote.

What if the majority of Society members disagree with the board? Not that I think it's the case, but for such a big issue surely members have to have a vote..?

[santheman]

2 hours ago, MelvinBragg said:

I'd argue the value of some of the assets isn't written in stone. What's the value of Fir Park? Whatever someone's willing to pay for it? Same applies to players. Value of future income? Well, how do you forecast that? We could do a Falkirk and disappear to League One. I'm not suggesting it's a fair value that's been assigned but I think it's very hard to state that there is a specific value that Motherwell Football Club is worth...

I'm sure that in a reply from our finance director to Vietnam on P&B he was told that the executive board would explain the valuation of the club in a statement early next week.

Or maybe I just imagined it as my brain is becoming scrambled.

[weeyin]

2 hours ago, MelvinBragg said:

I'd argue the value of some of the assets isn't written in stone. What's the value of Fir Park? Whatever someone's willing to pay for it?

Not from an accounting perspective. Assets are valued at "Fair Market Value" or similar all the time. That applies to things like buildings and things like stock prices (that can fluctuate by the millsecond these days). It even applies to less tangible things like "Goodwill".

[steelboy]

20 minutes ago, MelvinBragg said:

What if the majority of Society members disagree with the board? 

The society has a constitution that needs to be changed before any votes which conflict with it can enacted.

For example if society members voted to disperse all funds to the members it still couldn't happen due to the society constitution and laws concerning Industrial and Provident Societies. 

[Casagolda]

31 minutes ago, MelvinBragg said:

What if the majority of Society members disagree with the board? Not that I think it's the case, but for such a big issue surely members have to have a vote..?

 

If Members disagree with the board they can call a general meeting and direct the board as they wish. As long as it is within the current rules of the society.

if someone wants to direct the board to do something outside the rules of the society then they need to propose an amendment to the rules of the well society, win that vote then they can vote on their motion to direct the board.

[Kmcalpin]

1 hour ago, santheman said:

Or maybe I just imagined it as my brain is becoming scrambled.

You're not the only one San. 🤣

[dennyc]

No offence meant to anyone, and i know this won't be well received, but do we actually know what powers the Society has with regard to the football Club? We are all hung up on majority shareholding and seem to be assuming that what we say is what happens. 100%. On every matter. That as majority owners we dictate.

For instance, what % of Shareholders is required to bin an Exec Board Member? Not saying it is, but it could be 80%. Built into the constitution.  If you think about it, when the WS was created and moving towards 50% plus, the Exec Board would have been crazy to give that 50% plus the right to sack any one of them at the slightest excuse. That's like turkeys voting for Christmas.

It's fairly common for different actions to require different %s to vote in support.

Just saying we need to be cautious in what powers we assume the Society has. I do agree it is about time they started using those powers though. I'm certainly not defending the Exec Board, far from it, but I do think we need to know our facts before laying into the WS Board/ 

 

[StAndrew7]

1 hour ago, santheman said:

I'm sure that in a reply from our finance director to Vietnam on P&B he was told that the executive board would explain the valuation of the club in a statement early next week.

Or maybe I just imagined it as my brain is becoming scrambled.

He did, posted it earlier today.