steelboy

Daily Record saying we are going for Ross Callachan. With all the focus on the takeover I forgot that Kettlewell is as thick as two short planks.

This is the part of it that pisses me off the most. Why does the proposal require the Well Society to invest further sums to lose it's majority control and see it's shareholding reduce from 71% to 46%? Why did the Well Society representatives on the Executive Board agree to this? Not one person is willing to stand up in public or even just put out a statement and justify this part of the deal. Dickie and Downey resigned as soon as it was finalised and Feeley is in hiding. That tells you everything you need to know about the proposal: its indefensible. Even McMahon in his latest spiel doesn't provide a single reason why the deal should be structured this way. It's just presented as completely natural and neutral when in reality it goes against any basic understanding of fairness.

The fact that they are trying to pass this off as fan ownership is an insult to our intelligence. This is an easy win for the Society board to point out how dishonest the club are being.

Exactly. Also the way the deal is structured is complicated but it requires a large increase in the number of shares issued each year. This means that anyone who buys in year 1, 2 and 3 will get fewer shares than someone who just buys in year 6 despite spending three times as much money (it could be worse than that) The deal seems to be structured so the Well Society runs out of cash when the share issue is largest. The club haven't bothered their arse to tell us what happens with those shares in year 5 and 6 if the Well Society can't buy them. Can Jim McMahon and Douglas Dickie buy them? Can Erik Barmack buy them?

They obviously don't want information about the deal to circulate. If one person asks a question by email one person hears the answer. If one person asks at a meeting the answer is available to everyone present and anyone who reads a report. It's also worth remembering that the club can't indulge in their usual bullshit like 'oh we just forgot to announce the contract' as they are under legal obligations as part of the takeover process.

It's well explained in the new club statement.

They pretty much admit they are lying through their teeth when they say that they won't be holding any public meetings where they can be questioned. Utter shite bags hiding behind statements. There is still zero explanation as to why the Well Society should pay a small fortune to lose it's majority shareholding.

THE CLUB’S SHARE OWNERSHIP The club currently has just over 300,000 shares in issue. The Well Society own 71% of these shares with 29% owned by other individual club supporters. In terms of the 29%, the majority are Well Society members to whom the Well Society sold some of its originally acquired shareholding. Others are individuals who owned their shares before the Well Society existed and indeed some of these shares have been in their families for generations. Some of them have also joined the Well Society. The investment proposal revolves around the issuing of new shares. Consequently, all of the just over 300,000 shares currently in issue remain in issue – they do not cease to exist and none of them are transferred to Erik Barmack. In return for each of his annual investments Erik Barmack receives new shares issued by the club. If no other new shares were issued, then Erik Barmack would own all of the new shares and in time far more shares than the current shareholders. If that situation was allowed to occur, then he would become the majority shareholder and have all the many resulting rights of a majority shareholder. To avoid any new investor becoming the majority shareholder the only way this can be achieved is for the club to issue new shares (at the exact same price) to be purchased by the Well Society and the current 29% other shareholders if they so wish, who have the legal right to be involved in any new share issue. This is to preserve fan ownership. All of the club board believe in fan ownership. The longer serving board members were all heavily involved in the inception of the Well Society and all sums they have invested in the club since the society’s inception have been made to the Well Society and not directly to the club. They do not receive remuneration from the club, they gain no financial benefit from this proposal and have the same one vote on the proposal as every other Well Society member. The investment proposal requires the Well Society to invest further sums to the club and as equity rather than an increase in its loan. This is also why the investment is being done in instalments over 6 years. If Erik Barmack invested all of his near £2m investment at the very beginning, then to avoid him becoming the majority shareholder the Well Society would need to almost match his investment at the same time. The Well Society does not have the cash reserves to do this hence the agreement to stage the investment over six years. *********This part is complete lies and should be enough to pull the plug on the deal. It's possible to issue exactly enough shares to Barmack without anyone else having to buy so he ends up at 8% in the first year and increases each year up to 49%. ***********

They are in a difficult place now but it's as a result of not asserting themselves months ago. Tbh the offer is so shite i don't think there's a chance it would pass if the Well Society board stood up for fan ownership and spoke out about how much the deal rips us off and puts the club at risk. However it's not clear they are going to do that. The situation right now is: 1. The Well Society board believe that the offer under values us by millions of pounds but are presenting the offer anyway. 2. The Well Society board believe that the first two weeks in July is a bad time to hold a vote but have decided to hold a vote then anyway. 3. They appear to be willing to let Barmack change the Head of Terms after they have been presented and are waiting patiently on a club statement that is probably just a delaying tactic before making their own case. 4. We've heard more about Barmack being a great guy than him making a cash grab on the Society amounting to £2.8m by the terms of the deal. They refuse to put forward the real cost. The Well Society board are 100% in charge of this process legally but appear to be allowing McMahon and Barmack to set the agenda. If that continues we will lose the club.

They aren't "amateur volunteers" they are the elected board members of a legally defined Industrial and Provident Society with over 3000 members which owns over £6m in assets. You don't seem to understand that they have legal responsibilities and that five other bids have been rejected with no vote on them. It's perfectly legitimate to reject a poor offer which endangers the future of the club and society without a members vote.

Members shouldn't have to vote every time some twat turns up and says can you please give me £2.8m of your members money.

That's moving in the right direction.

Five other bids were kicked out without Society members voting. There is zero justification for bringing this shit show to the members.

Exactly. Then he starts signing contracts on behalf of the club with marketing firms and AI developers and before you know it all the money coming from him and the Society as part of the deal is back in sunny California.

@Dee Thanks for the answer and I appreciate the argument you are making but I can't really agree with it. Under McMahon's valuation and takeover deal the assets of the Society decrease by £2.8 million (and we get nothing at all in return). That's outrageous in itself but the more realistic decrease is £4-5 million obviously including reduced shareholding, cash to be paid as part of the deal and debt write off. Surely communicating the real cost of the deal to Society members is essential. Apart from that I don't think there is a better argument against this deal than the ridiculous amount of money ordinary Motherwell fans are expected to write off to benefit an American millionaire who no one had heard of 6 months ago. The clock is ticking now you really need to get the message out about how much of a rip off this deal is. I've heard far more from the Society about Barmack being a nice guy than the millions he's trying to take off us. Time to step up.

I'm still hoping for some answers Derek. Cheers.

It will be another big day today I think. We'll find out if the club are going to back down or double down and we might even see Tom Feeley come out of hiding.

@StAndrew7 I saw your comment about not emailing on P&B but I'd appreciate if you would ask this as a private shareholder. The number of shares available in each of the 6 annual subscriptions and who are they allocated to? The price per share in each of the 6 subscriptions for (i) Erik Barmack (ii) private shareholders (iii)the Well Society? Cheers

That was a dodgy judge looking out for racist polis. The ruling got overturned. https://www.theguardian.com/uk-news/2020/sep/16/scottish-police-officers-lose-disciplinary-fight-over-racist-messages This is also a different matter as it's someone in the conversation publishing rather than a third party demanding access.

In return for their investment, the Barmacks receive a % of these new shares which eventually would result in them owning 49% of the new total share capital issued by the club (i.e. 49% of the total of the club’s existing share capital plus the new shares issued over the 6 years). On each occasion a batch of new shares is issued, then the remainder of the shares being issued which are not allotted to the Barmacks, will be made available for purchase by all the current existing shareholders (the WS and others) based on their current shareholding (i.e. a current other shareholder with a 1% holding could not acquire 10% of the remaining new shares even if they so desired but could acquire 1% of them). I've just seen Vietnam91 post this on P&B which is a response from the club about the new share issues and who can buy. It is in conflict with the document on Monday which says private shareholders will get the chance to buy pro rata from all shares issued and doesn't say anything about the Well Society getting the opportunity to buy pro rata. Now they are saying WS will get the chance to buy pro rata but there is no detail on the size of the issue or price of the shares. This opens up the possibility that in year 6 when the issue will be at the largest size the Well Society will have run out of cash and private investors will be able to buy up a large part of the club. When it says "new shares issued" here does it mean of all new shares issued that year or another amount which they are keeping secret so far? 3- The current shareholders in MFC are WS 71% – other shareholders 29%. 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.

Imagine Liam trying to avoid getting blocked by this guy at a corner vs Hungary.

I don't know about that. They have formulated a decent plan to kill off the Society and would have got away with it if Derek, Phil, Amber, Sean, Jay and Markus hadn't stood up to them. The wee hidden bit in the small print that can reduce our shareholding down to 22% shows what they are all about, just typical financial arseholes trying to rip normal people off using technical details.

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.

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.

@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.