New Investment Options

[StAndrew7]

Asked this over on P&B, too; has anyone been spoken to or contacted by the Club to confirm how they wish to vote (as in the method; postal/electronic etc.)? I've not had a peep as a shareholder thus far.

[weeyin]

43 minutes ago, StAndrew7 said:

Asked this over on P&B, too; has anyone been spoken to or contacted by the Club to confirm how they wish to vote (as in the method; postal/electronic etc.)? I've not had a peep as a shareholder thus far.

Not been contacted yet, but I was assuming an email was forthcoming based on the original announcement.

About the ballot
This vote will be administered by Civica Election Services (CES), the UK’s foremost independent provider of election services and voting mechanisms, on behalf of The Well Society. CES will issue voting instructions to members directly in due course, either by post or email from takepart@cesvotes.com. Please add this address to your safe senders list.

[StAndrew7]

3 minutes ago, weeyin said:

Not been contacted yet, but I was assuming an email was forthcoming based on the original announcement.

About the ballot
This vote will be administered by Civica Election Services (CES), the UK’s foremost independent provider of election services and voting mechanisms, on behalf of The Well Society. CES will issue voting instructions to members directly in due course, either by post or email from takepart@cesvotes.com. Please add this address to your safe senders list.

Ah. I've not had that e-mail; I assume because I only joined the WS on the 11th, so can't vote... so I'm expecting the Club to provide me with the same information at some point.

[Villageman]

46 minutes ago, StAndrew7 said:

Asked this over on P&B, too; has anyone been spoken to or contacted by the Club to confirm how they wish to vote (as in the method; postal/electronic etc.)? I've not had a peep as a shareholder thus far.

You are confusing me. Next weeks vote called by WS is for WS members only so I believed.  If you asking about a shareholders vote i have not seen anything. Guess that needs to come from the MFC Board. If as I hope it is decisive NO vote by the group owning 71% of the shares then there is not much point in asking the 29%.

[StAndrew7]

29 minutes ago, Villageman said:

You are confusing me. Next weeks vote called by WS is for WS members only so I believed.  If you asking about a shareholders vote i have not seen anything. Guess that needs to come from the MFC Board. If as I hope it is decisive NO vote by the group owning 71% of the shares then there is not much point in asking the 29%.

I was always under the impression both votes were happening at the same time and WS members and shareholders are voting at the same time. Perhaps I've totally misunderstood all of this! I thought the proposal from the Exec Board was to be put the Society and shareholders?

Edit: shareholders are voting at the same time, which means the information coming out on Monday is the formal offer.

Edited July 4, 2024 by StAndrew7

[Kmcalpin]

2 hours ago, StAndrew7 said:

Asked this over on P&B, too; has anyone been spoken to or contacted by the Club to confirm how they wish to vote (as in the method; postal/electronic etc.)? I've not had a peep as a shareholder thus far.

As a shareholder  I've heard nothing. 

[texanwellfan]

1 hour ago, StAndrew7 said:

I was always under the impression both votes were happening at the same time and WS members and shareholders are voting at the same time. Perhaps I've totally misunderstood all of this! I thought the proposal from the Exec Board was to be put the Society and shareholders?

Edit: shareholders are voting at the same time, which means the information coming out on Monday is the formal offer.

Ok I’m confused (seems normal mode for me on this) surely WS vote has to occur first in order to cast the WS vote as the 71% shareholder at the exec. Board vote? Perhaps I am not understanding how many voting instances there needs to be and what each one is about? 

[wellfan]

17 minutes ago, texanwellfan said:

Ok I’m confused (seems normal mode for me on this) surely WS vote has to occur first in order to cast the WS vote as the 71% shareholder at the exec. Board vote? Perhaps I am not understanding how many voting instances there needs to be and what each one is about? 

I don't think the Exec Board understand numbers or percentages either. 

[StAndrew7]

2 hours ago, texanwellfan said:

Ok I’m confused (seems normal mode for me on this) surely WS vote has to occur first in order to cast the WS vote as the 71% shareholder at the exec. Board vote? Perhaps I am not understanding how many voting instances there needs to be and what each one is about? 

Every shareholder is entitled to vote legally.

The WS vote is for its members to instruct its Board how they wish them to vote on their behalf; yes or no.

Individual shareholders get to vote yes or no. So if you're a shareholder and a WS member, you get two votes; one in each.

I get that it doesn't make sense percentages wise but it does legally and morally. I want my vote to get this in the fucking sea to be heard.

[texanwellfan]

10 minutes ago, StAndrew7 said:

Every shareholder is entitled to vote legally.

The WS vote is for its members to instruct its Board how they wish them to vote on their behalf; yes or no.

Individual shareholders get to vote yes or no. So if you're a shareholder and a WS member, you get two votes; one in each.

I get that it doesn't make sense percentages wise but it does legally and morally. I want my vote to get this in the fucking sea to be heard.

Right! So that means the WS has to conclude its voting process prior to casting a vote as a shareholder. So the share holder voting and WS voting can’t be at the same time, which is what someone else had mentioned earlier. 
I have no issue with your point that some people will be able to vote on the WS decision as well as casting votes as an individual shareholder. That makes complete sense and is as it should be. 

[StAndrew7]

4 minutes ago, texanwellfan said:

Right! So that means the WS has to conclude its voting process prior to casting a vote as a shareholder. So the share holder voting and WS voting can’t be at the same time, which is what someone else had mentioned earlier. 
I have no issue with your point that some people will be able to vote on the WS decision as well as casting votes as an individual shareholder. That makes complete sense and is as it should be. 

Why not?

If it's done using an online portal and people can do both at the same time, which then calculates the Society vote split and so on it should be the same timescale. The results are then totalled and communicated to the Club and Society.

I'm not sure you can have things running in a staggered way; everyone involved in the voting process needs to get the same information at the same time, otherwise, I imagine there will be all kinds of legal ramifications due to people having access, others not, and then potentially exerting undue influence.

I'm sure this will all be cleared up by the communications from the Club/Civica in due course.

[texanwellfan]

Ok. Got it. Although, in essence, the WS vote is the real vote. The share holder vote is merely going to end up recording/reflecting the decision of the WS, WRT to accept/reject proposal, since it holds 71% of the shares. 

[Joe Wark The Legend]

7 hours ago, sinjy said:

Barnack's deal is a no from me. For £300,000 he gets to be chairman with two of his people on the board of eight. If the CEO or FD get a better offer, get pissed off or are driven out EB can appoint another pal and it's now 4 of 8 and with his casting vote now has full control. I have seen nothing of a business plan other than some vague notions of a documentary and expanding interest in us in the USA. He has admitted knowing very little about running a soccer club. 

For his investment of £1.9 million he increases his shareholding from zero 47 per cent. In contrast for investing £1.3 million the Society sees it's share dropping from 70 per cent to 50.1 per cent. That is just mad.

With the Well Society Board at least we have people with the club's interest at heart, not some unknown.

As a Well Society member and also a shareholder that is two nos from me.

As a Well Society member and also a shareholder that is two no's from me.

[Kmcalpin]

1 hour ago, Joe Wark The Legend said:

As a Well Society member and also a shareholder that is two no's from me.

I knew we could count on you Phil. Good man. 

[David]

One thing that is absolutely astounding about all of this is that the Heads of Terms mention:

"The WS commitment is £200k for the first three years and £250k for the next three" yet nothing else is clarified.

Here's my question - What happens if the Well Society can't make that commitment at any point? There has to be repercussions? Otherwise, why even quote a number? 

Now, in the absence of any information on the penalties for missed payments, despite me asking Erik outright and him providing a vague answer about how penalties aren't included in Heads of Terms, let's have a look at some of the penalties I've seen enacted in the past, and how they could apply to the Well Society:

 Equity Dilution:

• What Could Happen: The Well Society’s ownership stake in the club could be reduced.
• How It Works: If the Society misses a payment, more shares could be issued to Wild Sheep Sports (WSS), decreasing the Society’s ownership percentage (in fairness, Erik says this shouldn't be the case, but you'll note the use of the word "shouldn't" rather than "wouldn't". Besides, I don't think a claim made on a football forum would stand up in court if he decided to enact this option.

Financial Penalties:

• What Could Happen: The Society might have to pay additional fees or interest.
• How It Works: The agreement could include a clause that charges interest or fixed penalties for missed payments, increasing the amount the Society owes.

Reduction of Benefits:

• What Could Happen: The Society could lose certain privileges.
• How It Works: Benefits like voting rights on certain issues or access to club facilities might be reduced or suspended until the missed payments are made.

Acceleration Clause:

• What Could Happen: The Society could be required to pay the remaining balance immediately.
• How It Works: Missing one payment could trigger a requirement to pay all remaining committed funds upfront.

Loss of Buyback Option:

• What Could Happen: The Society could lose the option to buy back shares.
• How It Works: If the Society fails to meet financial commitments, they might forfeit the option to buy back shares from WSS.

Or, it could even be the following, which is the one I'm particularly concerned about outside of the first option:

Impact on Existing Loan:

What Could Happen: The £868,000 loan from the Society to the club could be affected. Well, the £434,000 that would remain after 50% of the original amount is converted into shares to help the Well Society maintain a 50.1% majority shareholding in a football club that it would have previously held over 70% in.

How It Works:

• Debt Forgiveness Negotiation: If the Society fails to meet its financial commitments, the club could negotiate to have the loan forgiven in exchange for the Society being forgiven for not making its required payments.

It should be mentioned at this point that the Well Society loan is currently secured against the stadium. And more importantly, the ground it sits on.

All of a sudden that "clean balance sheet" looks really attractive. Why? For the following reasons:

Release of Security:

• What Happens: If the loan is forgiven, the security (the stadium) associated with the loan would be released. This means the stadium would no longer be collateral for the debt since the debt itself would be eliminated.
• Implication: Without the loan, the club would own the stadium free and clear of that specific debt obligation.

Potential Increased Control for Wild Sheep Sports:

• Scenario: If Wild Sheep Sports becomes the majority shareholder, and the loan is forgiven, they could have increased control over the club’s assets, including the stadium.
• Implication: WSS, as the majority shareholder, would have significant influence over decisions regarding the stadium, including the possibility of selling it.

Now, it might be the case that none of the above would apply. 

Or, indeed, any or a combination of the above could apply. We don't know, because no one is telling us. All we know is that Wild Sheep Sports is extremely eager to eliminate the loan the club has from the Well Society. As soon as a vote to approve Barmack's offer happens the loan is reduced immediately by 50%. Which leaves only 50% to get out the way.

Now, I could be wrong. I just wonder if the information on those penalties will be provided in good time for the membership to scrutinise before voting?

[cambo97]

I keep reading that the aim is for WSS to get 49% shareholding and the WS (are the initials deliberately similar?) get 51%, what happens will the not insubstantial 23%(?) in private hands? 

[StAndrew7]

Erik's vision is here.

I've not had a look through other than a quick skim read, so won't be commenting just yet.

[steelboy]

First line. 

"Our vision for Motherwell FC stems from a passion for the club...."

Erik Barmack is a multi millionaire who has found the time to attend one solitary Motherwell game in his entire life. 

If you swallow this shite you will swallow anything.

[steelboy]

He wants "auto registration" of international fans into the Society. So instead of being a community club we are some online joke outfit. 

[steelboy]

£75,000 in income for a docuseries. Plus "international sales rights" of an unspecified amount. 

Absolute peanuts. 

[Busta Nut]

34 minutes ago, steelboy said:

First line. 

"Our vision for Motherwell FC stems from a passion for the club...."

Erik Barmack is a multi millionaire who has found the time to attend one solitary Motherwell game in his entire life. 

If you swallow this shite you will swallow anything.

This is it in a nutshell.

Ignoring his proposal, did no one see his online/whatsapp interactions? The man is unhinged.
 

[santheman]

First reaction.

Very detailed and well put together(as you would expect) but doesn't really address all of the issues highlighted here and P&B with the exception of what looks like a promise not to increase their shareholding beyond what they have stated by including covenants preventing this.

 

[wellfan]

The average voter is stupid and easily preyed upon by devious careerists (see Barmack's strategy document). Barmack knows what he is doing here, and the gullible will nuzzle into his hoop.

I predict that a lot of us will be cancelling our long-standing Well Society direct debits in 2.5 weeks (because why the fuck should we fund a private investor's plaything), that the Society, therefore, won't be able to meet its investment contributions by year 3 or 4 (what happens then? nobody has adequately answered), that Barmack will have had his fun and achieved his actual goals by year 6 (to profiteer at all costs; he's a businessman with an unhinged ego), and that the Club will be in dire straits when he sells us up the river (there will be no Society to pick up the pieces).

Be very afraid, as the long-term future of our Club is close to being put in doubt by a bunch of easily-led turkeys voting for Xmas. 

I hope I'm wrong, but aspects of the GE results tend to justify my point. 

[StAndrew7]

Agreed @wellfan.

It's the kind of document that will sway a number of people into voting for his investment, I'm absolutely sure. It's also got more (financial, anyway) details than the Society's proposal, because this is his business plan.

As far as I'm aware, the Society has one too, with the figures, KPIs etc. to back up their plan; I assume this will be coming out on Monday alongside the voting information etc.

I said this on P&B and it's held true throughout the entire process:

1) Am I quite interested in some of what he's proposing? Yes, I am (with some obvious caveats, which we've done to death).

2) Do I want to give de-facto control of my Club to him, based on his proposal? No, no I do not.

Also, just another thing to note: he wants £100k from naming rights to the stadium per season from year 2, but needs 75% of the shareholders to vote it through within the first 6-years based on the HoT. What if it doesn't go through? (Although let's be honest; if his proposal does go through, the renaming will go through)

Edit:

Also, I have absolutely no wish to be part of the "I told you so" brigade in 2/4/6 years time, but if this goes through and the Club is left in a mess, who will be left to pick up the pieces?

The Society will implode (although there's someone on P&B saying they'd increase their input to it if this goes through, which is probably an outlier) and more or less cease to be the presence it is. The newly appointed Board will no doubt bend to Erik's will, reduce its loan as an equivalent investment when it can't meet its obligations (excellent work on that btw @David) and as a result the security of the stadium/land will go... then what?

This might seem petty, but the people who vote this through will flip like a coin and look to those who opposed this all for the solutions when it goes tits up... If I'm wrong in all of this, I will absolutely hold up my hands and admit that I was. Will those that voted for it, if/when this all goes wrong? 

So we start again, and save the Club, again. We'll become the next Clyde/Airdrie/whatever and that'll be that. All because someone stood up and said "NETFLIX! DOCUMENTARY! SNAPCHAT!"

[wellfan]

8 minutes ago, StAndrew7 said:

Agreed @wellfan.

It's the kind of document that will sway a number of people into voting for his investment, I'm absolutely sure. It's also got more (financial, anyway) details than the Society's proposal, because this is his business plan.

As far as I'm aware, the Society has one too, with the figures, KPIs etc. to back up their plan; I assume this will be coming out on Monday alongside the voting information etc.

I said this on P&B and it's held true throughout the entire process:

1) Am I quite interested in some of what he's proposing? Yes, I am (with some obvious caveats, which we've done to death).

2) Do I want to give de-facto control of my Club to him, based on his proposal? No, no I do not.

Also, just another thing to note: he wants £100k from naming rights to the stadium per season from year 2, but needs 75% of the shareholders to vote it through within the first 6-years based on the HoT. What if it doesn't go through? (Although let's be honest; if his proposal does go through, the renaming will go through)

Yep. His risk register below is pretty telling on what happens if WS engagement falls. This section reads: we're aware that the local community will stop investing in the WS but we don't give a fuck as we will secure international WS members. That option is about as sustainable as having a wank with sandpaper gloves. His delusion and lack of care for the local community created and curated by the WS are limitless. It's game over as we know it if this goes through. 

Category

Fan Engagement Risks

Potential Risks

Rapid decline in fan engagement and support

Inadequate revenue generation leading to financial instability

Mitigation Tactics

Regularly gather feedback from The Well Society to understand their needs and preferences.

Develop loyalty programs and exclusive content to keep fans engaged and invested in the club.

Push subscription efforts for The Well Society outside of Scotland.