The Well Society

[daver]

Thanks are due to the volunteers who helped with the bucket collection last. Good to see 2 in the south end of the POD Stand. Well done.

Good to see them in the Cooper as well.

 

No-one was to know about the result and performance to follow but with hindsight it might have been beneficial to have the buckets out after the game as when people had just witnessed the benefits of keeping Louis Moult.

[4-3AET]

I'm not a member of the Well society for one reason or another but would be much more motivated to buy shares, will non members be able to do this?

[Jay]

I'm not a member of the Well society for one reason or another but would be much more motivated to buy shares, will non members be able to do this?

 

Yes. It is the Well Society's shares in the club that will be sold but the proposal is for there to be no requirement for the buyer to be a current Well Society member. It may be that the buyer is listed as a Society member as a result, but that would be more for admin etc and wouldn't exclude anyone who isn't a current member from buying.

[Electric Blues]

You'll just have to change that to the semi - final now!

 

If it's on the Sunday I'll need to change my travel arrangements to match, but there are worse problems to have! I've already booked tickets for Jerry Sadowitz at the Pavilion on the Saturday night, so it should be some weekend.

[weeyin]

Regarding the shares - would they offer voting rights?

 

I like the idea (although not sure we could 50,000), but would be a shame if the Society's approach of one-member-one-vote was compromised in any way.

[Jay]

Regarding the shares - would they offer voting rights?

 

I like the idea (although not sure we could 50,000), but would be a shame if the Society's approach of one-member-one-vote was compromised in any way.

 

The shares being sold are in the club, not in the Society, so they'd just come with the benefits of any other shareholder in the club.

 

In terms of the Society's one-member-one-vote approach, that's purely to do with Well Society memberships and club shareholders doesn't impact that. There's a case for those who buy shares from the Society perhaps becoming members as a result - if they aren't already - but then they'd just have the same one-member-one-vote as everyone else.

[stuwell]

Regarding the shares - would they offer voting rights?

 

I like the idea (although not sure we could 50,000), but would be a shame if the Society's approach of one-member-one-vote was compromised in any way.

Agree the one member one vote has always been an attraction to me.

[weeyin]

The shares being sold are in the club, not in the Society, so they'd just come with the benefits of any other shareholder in the club.

Right, but I have no idea what current shareholder benefits are as far as voting rights are concerned.

 

It probably won't make a huge difference in the grand scheme of things, but it would be a shame if Society members who are also shareholders get more voting rights than people who are just Society members.

[coldonmac]

This is an interesting idea. Are there stamp duty/dealing fee/VAT issues that need to be considered?

[Jay]

Right, but I have no idea what current shareholder benefits are as far as voting rights are concerned.

 

It probably won't make a huge difference in the grand scheme of things, but it would be a shame if Society members who are also shareholders get more voting rights than people who are just Society members.

 

I'll be completely honest here, the intricacies of the shares side of things aren't my strong point, but I'm in the process of seeing if we can get a route for questions to be properly answered (EDIT: Tom Feely is happy to answer questions if you e-mail: tmhfeely@gmail.com)

 

What I would say is that, if you are referring to voting rights in terms of the club itself, those will naturally follow the rules regarding club shares. I The Well Society's position as majority shareholder doesn't change.

 

However, the one-member-one-vote approach to the Well Society itself doesn't change at all, how many shares the Society has has never affected that, evidenced by the fact that the one-member-one-vote approach has been in place from before the Society had any shares whatsoever!

 

Well Society members who happen to have shares as a result of this wouldn't have any special advantage where the Well Society is concerned, anymore than current Society members who also happen to have shares do at present.

 

However, if there are any more questions about the detail involved in the shares, give Tom Feely - Society Co-Chair - a shout: tmhfeely@gmail.com (he's given me permission to share his e-mail address, I'm not just palming folk off!)

[weeyin]

I just want a few so I can call myself "an overseas investor/owner of the club".

 

I'm not expecting all the answers are available yet, just throwing the questions out there.

 

I know it's often possible to issue non-voting stock, and that would be my preferred approach. It should all be moot as long as The Society retains the majority shareholding in the club, but stranger things have happened than a businessman (or consortium) finding novel ways to take over a football club.

[steelboy]

This sale won't reduce the society's stake by much at all even if they do sell 1000 shares. I don't think that would even equate to 1% of the club.

[weeyin]

This sale won't reduce the society's stake by much at all even if they do sell 1000 shares. I don't think that would even equate to 1% of the club.

I'm sure you're right. And like I said, I'm not looking for instant answers on here.

 

No doubt we'll get more details over the coming week or two and I'm not overly concerned for the immediate future. Just want to make sure that we don't do anything that could have a negative impact 30 years from now.

 

Overall, though, I think it's a great idea and look forward to hearing more.

[Busta Nut]

 

I signed up recently with a monthly pledge through PayPal. It took a few weeks, but I did eventually receive a professional looking welcome letter though the post with a certificate, a membership number, and a Well Society lapel pin.

God damn it I want a pin badge

 

I'm not a member of the Well society for one reason or another but would be much more motivated to buy shares, will non members be able to do this?

join the society mate. It's great.

 

 

If it's on the Sunday I'll need to change my travel arrangements to match, but there are worse problems to have! I've already booked tickets for Jerry Sadowitz at the Pavilion on the Saturday night, so it should be some weekend.

 

Is there any Sadowitz tickets left? Could be a great weekend.

[joewarkfanclub]

I am generally supportive of any idea that will raise finances for the club and put us on a more financially stable footing. My only concern would be similar to Weeyins that the dilution of the Society shareholding could, in the future, leave us vulnerable to a takeover by individuals who may not have the clubs best interests at heart. Id be more comfortable if we were retaining 60% share than 51% but then the finances involved may not be as attractive a proposition.

[Jay]

I am generally supportive of any idea that will raise finances for the club and put us on a more financially stable footing. My only concern would be similar to Weeyins that the dilution of the Society shareholding could, in the future, leave us vulnerable to a takeover by individuals who may not have the clubs best interests at heart. Id be more comfortable if we were retaining 60% share than 51% but then the finances involved may not be as attractive a proposition.

 

I don't have the exact percentage to hand but there's no suggestion of the Well Society keeping just 51% and selling the rest, that isn't the plan here. Although the Society only needs 51% to remain majority shareholder, it'll be keeping more than that. But for exact info, contact Tom Feely on the e-mail posted earlier.

[joewarkfanclub]

Cheers Jay. I just read the 51% figure and thought that was the target. Obviously it depends on the take up how much we raise and how much we give away. I guess maybe 60% is a more realistic number?

[Jay]

Cheers Jay. I just read the 51% figure and thought that was the target. Obviously it depends on the take up how much we raise and how much we give away. I guess maybe 60% is a more realistic number?

 

As I said mate, I don't know the exact figure, just that the current plan is to sell 50,000 shares. What precise percentage that is of the overall picture isn't something I have to hand. I'm sure the exact details and percentages would be made available if it goes ahead but also, I don't think Tom would have any issues shedding more light on that if you want to put the question to him.

 

EDIT: Also, although 51% is obviously what's required to be the majority shareholder, I don't think the actual statement quotes that figure at any point.

[joewarkfanclub]

 

As I said mate, I don't know the exact figure, just that the current plan is to sell 50,000 shares. What precise percentage that is of the overall picture isn't something I have to hand. I'm sure the exact details and percentages would be made available if it goes ahead but also, I don't think Tom would have any issues shedding more light on that if you want to put the question to him.

 

EDIT: Also, although 51% is obviously what's required to be the majority shareholder, I don't think the actual statement quotes that figure at any point.

Aye your right. My ageing mind just made that part up for itself!

[Electric Blues]

Is there any Sadowitz tickets left? Could be a great weekend.

 

Loads, all £22.50. You'll recognise me - I'll be wearing my Well Society pin badge.

 

https://www.paviliontheatre.co.uk/shows/jerry-sadowitz-2/

[Kmcalpin]

The share sale is an interesting idea but in my view, members need more information to make an informed decision and a meeting of them should be called to discuss this. The poll, on a complex issue, is also a simple yes/no vote. The deadline of 28 September is also far too close and needs a significant extension.

 

I support in principle the idea of more fans owning shares; I myself have a few. The existing shareholder base is contracting and needs expansion as older ones pass on and those inheriting shares have less and less connection with the club. The price of £10 per unit is consistent with what has happened in recent years and I have no problem with that detail.

 

Now for the ramifications. The club has 2 or 3 classes of share and I assume that its only the ordinary ones, which attract voting rights, that are on sale. Unfortunatley I couldn't lay my hands on the most recent set of accounts but going back 2 or 3 years, there were something like 287,000 issued shares (there are far more unissued shares). Now if we take the Society's intended sale of up to 50,000 shares, that represents about 17.4% of the issued shares. Thats a significant figure, which may of course not be realised. I don't know the Society's current shareholding but would be concerned if it was to be diluted below say 60-70%. I also know there are rights attached to the percentage shareholding which a shareholder has as Hearts fans know well. Above a certain percentage, maybe 70-80%, the owner does not have to release detailed financial account information.

 

Now I'm no company law expert but there are those on here who are, and know far more about these things than I do. Could the club not have sold more unissued shares? I appreciate that that way the proceeds would have gone to the club and not the owners, but whats the difference? That way, the Society would still retain the same number of shares that it has. I had been thinking of gifting my very small shareholding to the Society at some future date, but what would be the point if it simply going to sell them on?

 

In short, I think the poll should be suspended and a meeting of members held to pass on more information to allow them to make informed choices. I hope I'm not being disresepctful to members but I suspect most don't know the details behind this, I certainly don't.

[joewarkfanclub]

The share sale is an interesting idea but in my view, members need more information to make an informed decision and a meeting of them should be called to discuss this. The poll, on a complex issue, is also a simple yes/no vote. The deadline of 28 September is also far too close and needs a significant extension.

 

I support in principle the idea of more fans owning shares; I myself have a few. The existing shareholder base is contracting and needs expansion as older ones pass on and those inheriting shares have less and less connection with the club. The price of £10 per unit is consistent with what has happened in recent years and I have no problem with that detail.

 

Now for the ramifications. The club has 2 or 3 classes of share and I assume that its only the ordinary ones, which attract voting rights, that are on sale. Unfortunatley I couldn't lay my hands on the most recent set of accounts but going back 2 or 3 years, there were something like 287,000 issued shares (there are far more unissued shares). Now if we take the Society's intended sale of up to 50,000 shares, that represents about 17.4% of the issued shares. Thats a significant figure, which may of course not be realised. I don't know the Society's current shareholding but would be concerned if it was to be diluted below say 60-70%. I also know there are rights attached to the percentage shareholding which a shareholder has as Hearts fans know well. Above a certain percentage, maybe 70-80%, the owner does not have to release detailed financial account information.

 

Now I'm no company law expert but there are those on here who are, and know far more about things than I do. Could the club not have sold more unissued shares? I appreciate that that way the proceeds would have gone to the club and not the owners, but whats the difference? That way, the Society would still retain the same number of shares that it has. I had been thinking of gifting my very small shareholding to the Society at some future date, but what would be the point if it simply going to sell them on?

 

In short, I think the poll should be suspended and a meeting of members held to pass on more information to allow them to make informed choices. I hope I'm not being disresepctful to members but I suspect most don't know the details behind this, I certainly don't.

My reading of it was that in order to invoke Les' double your money offer it has to be the Society raising the money. That wouldnt happen with the club selling unissued shares, but I could be wrong.

[Jay]

My reading of it was that in order to invoke Les' double your money offer it has to be the Society raising the money. That wouldnt happen with the club selling unissued shares, but I could be wrong.

You're correct. If the club sell shares, the Double Your Money initiative isn't relevant for obvious reasons.

 

In terms of a meeting, members are invited to the Centenary Suite on Thursday to discuss further as mentioned in the statement.

 

Questions can also be directed to Tom Feely on the e-mail address above. I believe Douglas Dickie is also available to answer questions and provide further information by the same means, I'll make his email address available shortly.

[Jay]

Right folks, for any questions on the proposal, both Co-Chairs of the Society are available to contact - Tom Feely (tmhfeely@gmail.com) and Douglas Dickie (douglashdickie@gmail.com) will respond to any Share Sale related queries or comments over the weekend and next week.

 

Just a point on both the poll and the surgery on Thursday - the Share Sale proposal is deemed by the Well Society Board to be an excellent opportunity and the best way forward at the moment, as the statement suggests. However, there has been no final decision made and so the poll and surgery have been utilised to ensure that, when the Society Board meets on Thursday night following the surgery, further discussions can take place and a final decision can be made one way or another, taking the response from members fully into account. The poll itself is not binding - however, this is a initiative that the Society would like to proceed only with the blessing from the majority of the members. The poll results will also be published after 5pm on Thursday to ensure transparency.

 

We've already had a far greater response from members than we first expected may be the case so thank you very much to all those who have gotten back to us.

 

But aye, further questions about the Share Sale itself should be directed to Douglas or Tom via the e-mail addresses above.

[Kmcalpin]

My reading of it was that in order to invoke Les' double your money offer it has to be the Society raising the money. That wouldnt happen with the club selling unissued shares, but I could be wrong.

Yes, of course you're right. Thanks Jay for your prompt responses. I would be happy to support the proposal IF the Society's proportion of the share ownership wasn't diminshed much or didn't fall below about two thirds. In general wider share ownership pattern amongst small investors ie ordinary fans is to be welcomed. It gives the ordinary punter a wee stake in the club.

 

I'll contact Tom or Douglas for more information on the current share ownership figures.

 

I know its very unlikely, as we have sensible folk at the helm, but I don't want our fans to go down the same route as our Dundee counterparts. We're too realistic for that!