New Investment Options

[cambo97]

10 hours ago, David said:

Not at all. These circumstances have arisen due to negotiations with the investor. This situation has highlighted a clear governance issue at the club.

You could be right. However, considering that Society board members are expected to support and champion fan ownership, it could theoretically be expected that they would normally look to kick such a derisory offer into touch, as the majority of the Society board voted to do. At the very least, they should respect the Society and its members enough to take the decision of the Society board to the executive board level.

It’s also possible that they didn’t do that for the following reasons:

I’ve read that while Caldwell and Lindsay have been added to the executive board, they haven’t been given voting rights yet. If that’s true, then the voting members of the executive board are McMahon, Dickie, and Feely.

This means that if Dickie and Feely had voted according to the Society board’s decision, McMahon would have been the only one voting in favour of the proposal, resulting in it being rejected by both the executive and Society boards.

However, by Dickie and Feely voting based on their personal opinions rather than the Society board’s decision, the narrative changes completely. Instead of both boards rejecting the proposal, it appears that the executive board unanimously accepted it, while the Society board voted to reject it.

Even with Caldwell and Lindsay having voting rights, the vote would have gone in favour by 3 votes to 2, which is much closer than a "unanimous" verdict, completely changing the optics of the situation.

At best, they treated their fellow Well Society board members with utter contempt. At worst, they were acting for nefarious reasons, as outlined above.

What questions are you looking for answers to?

What was the society board's decision at the time of executive board meeting, all I've read suggests that the society board vote was after the executive vote; therefore at that time, as StAndrew7 (I think, apologies if it wasn't) pointed out, it could be reasonably stated that they did enact this wishes of the membership who said they would consider an offer reducing the WS stake. And they now have that opportunity to reject or accept.

[steelboy]

2 hours ago, cambo97 said:

What was the society board's decision at the time of executive board meeting, all I've read suggests that the society board vote was after the executive vote; therefore at that time, as StAndrew7 (I think, apologies if it wasn't) pointed out, it could be reasonably stated that they did enact this wishes of the membership who said they would consider an offer reducing the WS stake. And they now have that opportunity to reject or accept.

Just because the members voted for a vague proposal about investment that would give up fan ownership doesn't mean the board should be putting forward a ridiculous offer where we are paying £1.8 million to give our shareholding away and getting nothing in return. 

The deal is the equivalent of having a £160,000 house and someone comes to your door and says they'll take a half share in the house for free but don't worry they'll put in 40 grand to build an extension. Oh aye and you need to put 35 grand towards that as well. And they are in total control of how the money is spent. It sounds like a wind up but this is the offer the club board are recommending. 

[steelboy]

I've just reread the proposal and noticed this. Basically the 46% shareholding offer to the Well Society is only a potential maximum outcome and it could actually go as low as 22% if this offer to private shareholders is fully taken up.

We are being absolutely fucking scammed. McMahon and Dickie are undervaluing the club so they can buy up more shares dirt cheap.

@David Get this on P&B.

4 Other shareholders will have the right to subscribe for their pro rata amount each year eg if a shareholder owns 1% at present, they will be entitled to subscribe for 1% of the new shares issued. If they do that, it will reduce the amounts the WS need to subscribe and the number of shares they receive on that share issue.

 

[steelboy]

@StAndrew7

Since you are a private shareholder can you ask the club for the price per share in the proposed annual share subscription for (i) Erik Barmack (ii) private shareholders (iii) the Well Society.

Cheers 

The arithmetic on this suggests that private shareholders will actually have the option to increase their shareholding and that the Well Society could go even lower than 22%.

[StAndrew7]

11 minutes ago, steelboy said:

@StAndrew7

Since you are a private shareholder can you ask the club for the price per share in the proposed annual share subscription for (i) Erik Barmack (ii) private shareholders (iii) the Well Society.

Cheers 

The arithmetic on this suggests that private shareholders will actually have the option to increase their shareholding and that the Well Society could go even lower than 22%.

Yeah, I've been drafting an email for a while and this is in there, sending it shortly.

[bobbybingo]

4 hours ago, steelboy said:

Just because the members voted for a vague proposal about investment that would give up fan ownership doesn't mean the board should be putting forward a ridiculous offer where we are paying £1.8 million to give our shareholding away and getting nothing in return. 

The deal is the equivalent of having a £160,000 house and someone comes to your door and says they'll take a half share in the house for free but don't worry they'll put in 40 grand to build an extension. Oh aye and you need to put 35 grand towards that as well. And they are in total control of how the money is spent. It sounds like a wind up but this is the offer the club board are recommending. 

We can argue till the end of time about whether the Executive Board should be putting forward this proposal or their motives for supporting it, but once they've done so, can the Well Society board - under the rules - refuse to put it to a members vote because most of the board members think it's laughably shit?

[Kmcalpin]

21 hours ago, David said:

What I would ask is for anyone who supports the Barmack deal to explain their thinking. Surely that isn't too much to ask? I’ve seen plenty of detailed explanations on why the deal isn’t favourable. Where’s the counter-argument? Perhaps I'm missing something, and there’s incredible value in this deal that justifies giving up the fan ownership we’ve worked so hard to achieve.

We had three Well Society board members vote in favour of the deal. Where are they? Why aren't they explaining why they voted that way? Surely if they believe it's the way forward, they'll tell us why? 

I’m not denigrating anyone; I’m simply being honest. If it appeared that way, then I can only apologise.

As a very rough benchmark, what price did the Society sell shares at to members a few years ago?

[steelboy]

12 minutes ago, Kmcalpin said:

As a very rough benchmark, what price did the Society sell shares at to members a few years ago?

 

This is what they told me. It works out as £9.32 a share. They sold them very cheap.

 

The total issued share capital of £1 Ordinary Shares is £300,831 

The Society initially held 221,815 shares ( 73.7% ).

Shares were sold from around November 2017 for over 1 year. The sale was well advertised and over 250 fans made a purchase. 

6,016 shares were sold for a total of £56,125.

That left the Society with 215,799 shares ( 71.7% )

[steelboy]

At the start of the Well Society they bought 5% of the club for £250,000. It seems to have reduced greatly in value since then.....

[dennyc]

1 hour ago, steelboy said:

I've just reread the proposal and noticed this. Basically the 46% shareholding offer to the Well Society is only a potential maximum outcome and it could actually go as low as 22% if this offer to private shareholders is fully taken up.

 

 

Not able to check your calculations but this could be very significant.

We discussed earlier the WS being recently removed as a Person of Significant Control (PSC) and the confusion that exists about that non status. Seemed illogical to us.

Company House guidelines state a 25% Shareholding is necessary to be recorded as a PSC. So falling to 22% would automatically rule the Society out. Might not be to the forefront given everything that is going on but it does add to the concerns. And does tie in with the Society being sidelined.

Struck me that the WS hold substantial funds at present. So I wonder if the Board have sought proper independent (emphasis on independent) legal advice regarding the proposal and it's implications. They can easily afford it and would seem like a logical step. Apologies if that has already been covered.

 

[Kmcalpin]

In the past few years, shares have privately changed hands for about £10 each. 

[StAndrew7]

7 minutes ago, dennyc said:

Not able to check your calculations but this could be very significant.

We discussed earlier the WS being recently removed as a Person of Significant Control (PSC) and the confusion that exists about that non status. Seemed illogical to us.

Company House guidelines state a 25% Shareholding is necessary to be recorded as a PSC. So falling to 22% would automatically rule the Society out. Might not be to the forefront given everything that is going on but it does add to the concerns. And does tie in with the Society being sidelined.

Struck me that the WS hold substantial funds at present. So I wonder if the Board have sought proper independent (emphasis on independent) legal advice regarding the proposal and it's implications. They can easily afford it and would seem like a logical step. Apologies if that has already been covered.

 

On your last point, I'm asking this as the Chairman said he'd recommend it at the AGM... No doubt him saying it then was with the idea that it would take longer and he'd have fucked off by the time it got to negotiate properly.

[steelboy]

@dennyc

I don't think the PSC is the important part here. Barmack would control the board room anyway. 

The issue is that the Well Society can actually fall lower than the 46% figure being promoted at the moment. 

46% depends on zero uptake on the private subscription so it's likely it will fall lower than that. 

I've asked Derek on here and emailed the Society about what legal advice they have taken. No reply as yet.

[steelboy]

https://www.greenocktelegraph.co.uk/news/24382878.bill-samuel-businessman-former-motherwell-chairman-dies/

It's also worth noting that our single largest shareholder just died so his shares may be available soon. 

[wellfan]

2 hours ago, steelboy said:

I've just reread the proposal and noticed this. Basically the 46% shareholding offer to the Well Society is only a potential maximum outcome and it could actually go as low as 22% if this offer to private shareholders is fully taken up.

We are being absolutely fucking scammed. McMahon and Dickie are undervaluing the club so they can buy up more shares dirt cheap.

@David Get this on P&B.

4 Other shareholders will have the right to subscribe for their pro rata amount each year eg if a shareholder owns 1% at present, they will be entitled to subscribe for 1% of the new shares issued. If they do that, it will reduce the amounts the WS need to subscribe and the number of shares they receive on that share issue.

 

I had missed this initially, so thanks for illuminating, and I hope those able to can properly alert the WS and probe the Club on this, as that small detail makes the offer even more atrocious than I'd first thought. 

[cambo97]

1 hour ago, Kmcalpin said:

As a very rough benchmark, what price did the Society sell shares at to members a few years ago?

Just found the original email from 2017, it was £10 each with a minimum buy of 5.

[wellfan]

The chat on P&B is getting better. Vietnam91 has shared direct messages between him and Barmack over the past few months. Eye-opening. It's like a live soap opera unfolding before our eyes. 

[steelboy]

1 hour ago, wellfan said:

I had missed this initially, so thanks for illuminating, and I hope those able to can properly alert the WS and probe the Club on this, as that small detail makes the offer even more atrocious than I'd first thought. 

Aye the Well Society haven't mentioned it yet but hopefully they will.

It's definitely something that needs to be communicated to members. I'm going to try and get a copy of the details of the annual subscription to see if there's any other wee hidden traps from the Executive Board in there. 

[bobbybingo]

If the idea we could play a home game against the Old Firm at Wembley is even a semi-serious fund raising proposal, we better start padding the board room walls. 

[Tamwell]

55 minutes ago, wellfan said:

The chat on P&B is getting better. Vietnam91 has shared direct messages between him and Barmack over the past few months. Eye-opening. It's like a live soap opera unfolding before our eyes. 

Just caught up on it, it’s absolutely bat shit mental.

[David]

Those WhatsApp messages posted on P&B are simply unbelievable.

And to think I've wasted valuable parts of my weekend trying to have a rational discussion with Barmack over there as if he's a serious prospective investor.

And the kicker? He suggests that, under his leadership, the club would essentially override the manager on player signings and squad composition, all in the name of boosting marketing opportunities.

The example he uses is his being able to secure £300k in sponsorship from a tequila brand owned by a friend on the condition that we sign two players from Latin America.

He proposes just going over the manager's head and signing these players to secure that extra money.

[mfc]

This has turned into a total farce,barmack sounds like a complete fantasist,the sooner he's out the picture and guys like mcmahon are told to never darken our door again the better.

[Yodo]

Barmack been found out to be a liar so it’s time to kick him into touch and McMahon kicked out of Fir Park 

[dennyc]

3 hours ago, steelboy said:

@dennyc

I don't think the PSC is the important part here. Barmack would control the board room anyway. 

The issue is that the Well Society can actually fall lower than the 46% figure being promoted at the moment. 

46% depends on zero uptake on the private subscription so it's likely it will fall lower than that. 

I've asked Derek on here and emailed the Society about what legal advice they have taken. No reply as yet.

Oh I know the PSC thing is not the important thing right now. But it does support our view that the WS is being marginalised by the Exec Board and has been for a wee while. I think it highlights a disrespect of the fan Membership and weakens their position in the eyes of outsiders. 

[wellfan]

A lot of folks were given a hard time on the fan forums recently for referring to the Executive Board as being akin to that of a bowling club due to the inability to appoint a CEO in good time or communicate the fact that the manager got a contract extension, for example. It turns out the bowling club comparison wasn't far wrong.