New Investment Options

[wunderwell]

https://s3.eu-west-2.amazonaws.com/document-api-images-live.ch.gov.uk/docs/GDwmOD6IGNvZPhn8irKP1FdkBU1Q5Hl8IrZplaOfRn0/application-pdf?X-Amz-Algorithm=AWS4-HMAC-SHA256&X-Amz-Credential=ASIAWRGBDBV3BTBGJMM5%2F20240613%2Feu-west-2%2Fs3%2Faws4_request&X-Amz-Date=20240613T211134Z&X-Amz-Expires=60&X-Amz-Security-Token=IQoJb3JpZ2luX2VjEPj%2F%2F%2F%2F%2F%2F%2F%2F%2F%2FwEaCWV1LXdlc3QtMiJHMEUCIESjE49IjW%2Bn3P8Y5csuwomAFL0PJeDZKh1GAjiVdbYKAiEAgvcVdRnHhKGcfN2z6l8azWRrHgdlDxU9XhOoTpGkxt8qwwUIkf%2F%2F%2F%2F%2F%2F%2F%2F%2F%2FARAFGgw0NDkyMjkwMzI4MjIiDDbRMfAV2xuD33UI%2FCqXBYmnfMqd%2Foj8Ahpmi55QpND855IN4eA8zFAg6ky6GJx0kjBn4x8H6uk9VN9yFvFga53w0edTQYP5auFOFbXJgvjtyiVvZ1RGhnWHdMWhrsa3Nwk7LFJD1RX%2F0tLV5NGMx3wKoRr0GNUx2MzQ27HeVLkbohpe67nMizck6O0KF%2B16cOb46wmS2CnNDQtnjsSXSxHeiPhAWfua93hNT5z%2FRyMmYJnrPT1UNcXovaFR7gNcHpTCrHxkDVOr%2BNUWFBEVQz7kntZNyCq9LQas8KkO5%2B2SkGCuPDcOvEz3IC9OSCNWogTXJWxLIuIR%2F%2FRqTCy3jDp7kSKd%2FlWi%2Bxt5Zc8DXzO%2BCFdlOBFlZnenfWjqVTQA6nlQ23HShHlic3S2aH8Vz23l2Qj9z4nX3bJaAmsIaXmup4IlMVEr8VObAtkFk%2FPb%2FzuUKgjfjieihdm8%2BBt7Q1LjoBgHe53xRvCWh6VOz%2BcX561Gjy7NJWq%2FyRN9vUV6qE5Q6EsZqqesYr7btrw5ozd5S%2Bh3zPnq%2Feijg5euCIL4fsaJu0ZY6VupT8TvpUdY3YDXeq4q8Lb64mbO9QesKGxI8%2FtwKpjUDCBHdSG%2F4%2Ba4cER4plW%2F3dpYb5mEF4OACUhi8JWJHR7Zor9zp9Q6W9GBdiUoDnPLk1%2F%2BTnqXoJS0ntlJA%2BvTdIMJcdDIs6eEafmDv70KqUUtkljZKi1CcOtHiD0N6%2BQu%2BxMcgYIYq0wPjP6pI14KlbucNLCUwXMMCtrsTX2cf0e109Homvfckq5dIl9B1PjOSf3YY%2B1Yi5OlkEOMRKkzVqOFozhXD46eUvxVEe%2BqsbBQOAjPjKpSgtJ8OO4f5%2Br389k%2Bxv6G8C2bYi47ZHEamtgdv3r92SEQnmi3YcwQAjDAnayzBjqxAVDEm30Xxt5t8FdPK93oLpSDSITNCJmnKmOFMqjKq1fKZq5vHCnGmUQyuq4nlkvtxDZ0HRIOIXsn5K6NCe8OpxpUAraLX3%2Fufn3%2B27Vxc%2FRcbNZmbGg7nsp7Q9VkYDdDgKo2P3dUOYl3to5Or9pXDr%2F8Fr58Ven7qdAJD7ILJhJN0WKLB85wXIx5%2F%2BVPamtTTBg0LzQOvBdbWy0lDj3sH1ctnZSqlK6OhIkNMtpOEVO2wA%3D%3D&X-Amz-SignedHeaders=host&response-content-disposition=inline%3Bfilename%3D"companies_house_document.pdf"&X-Amz-Signature=5dfb8fca8ff656685b54db270cb995e5cc1eb782e7780713910245ed2b750c86

[wunderwell]

https://find-and-update.company-information.service.gov.uk/company/SC005702/persons-with-significant-control

 

I still don't understand what happened in 2021.....

[StAndrew7]

3 minutes ago, wunderwell said:

https://find-and-update.company-information.service.gov.uk/company/SC005702/persons-with-significant-control

 

I still don't understand what happened in 2021.....

The WS' shareholding went below 75%.

[Kmcalpin]

I'm virtually certain that Douglas Dickie and Tom Feeley were Society directors before joining the Executive Board. They were not elected to the latter in their own right. They sit/sat on the EB as representatives of the Society. 

[dennyc]

4 minutes ago, Kmcalpin said:

I'm virtually certain that Douglas Dickie and Tom Feeley were Society directors before joining the Executive Board. They were not elected to the latter in their own right. They sit/sat on the EB as representatives of the Society. 

Thanks for that. Makes their vote even more unacceptable to my mind.

[wunderwell]

45 minutes ago, StAndrew7 said:

The WS' shareholding went below 75%.

Why?

[StAndrew7]

48 minutes ago, wunderwell said:

Why?

It's something around a single entity owning 75% and legal issues around that with the structure of the Well Society, or something along those lines. Bit of a murky legal area I believe but I'm no expert.

[Kmcalpin]

2 hours ago, StAndrew7 said:

We're what, not even 6 months on from the Chairman and ex-CEO having to clarify if our manager had a contract beyond last month or not? I would argue that lessons haven't and will continue to not be learned by the Chairman and some members of the Executive Board based on this whole debacle.

I was thinking more in terms of the Society having learnt lessons, but of course you're right. I'm much less hopeful of the Chairman having learnt his lesson about bringing colleagues, the Society, and we the fans on board. The Society must take a more active and direct role in negotiations, although I don't know quite how that will pan out with Tom Feeley and Douglas Dickie still on the EB. With regard to the latter 2 EB directors, their positions must be clarified asap.  

[Stuwell2]

On 6/12/2024 at 10:41 PM, StAndrew7 said:

I made this point on P&B the other day and I am by no ways or means defending their decision when I say this, but by voting for the investment to go through, the two WS reps on the board were technically following the wishes of the Society membership.

The results of the vote earlier in the year made it clear the membership was interested in hearing options that could dilute the overall shareholdings below majority stake. So they've carried out the wishes of the Society by putting it through.

My biggest issue with all of this, is the terms which come with it and how it seems to the vast majority if not all of us that it's a poor deal.

It is also starting to become apparent that the two WS reps on the Exec Board haven't represented the views of the WS Board as a whole, or at least stopped the feedback from the WS board getting to Barmack based on what EB has been saying on P&B.

Firstly I know no one on either of the boards so these are my own thoughts and not an agenda either way.
To a certain extent I may have some sympathy with WS board members on the MCF board, who may or may not have been left holding the shitty end of the stick. 
IF at the start of this their WS colleagues said something along the lines of “we’re not getting involved until after the negotiations and the MFC board make their recommendations” meaning they couldn’t get a vote/guidance from them, along side the members vote saying we will listen to an offer that potentially means we give up control, then did they have a right to stop the WS members who they represent from voting on the offer? Or did they act in good faith allowing the offer to go to the society membership? 
Is what they have done an underhanded attempt to sell off the club on the cheap as some have said or do they believe they have given the members what they asked for?

Personally if I’d been in their shoes and believed that I was carrying out the members wishes then in that case I’d have insisted on a note added to the club statement clarifying why I’d voted that way - but hindsight is a wonderful thing isn’t it?

[Stuwell2]

12 hours ago, Spiderpig said:

The individual WS board members Dave should be voting according to the wishes of the members. Obviously not on every single trivial item, but for a major issue like this all 9 WS board members should be voting according to the wishes of the members and not their own personal views.

You have to question whether they were keen to get on the WS board for a genuine belief in fan ownership or for their own self aggrandisement, I think the 3 who resigned were the latter.

And what are the wishes of all the WS members? I think there are some who believe in the pot of gold at the end of the rainbow here - not enough to pass this I hope - so are they not maybe representing those folk? 
Im not saying that I agree with them but they were voted onto the WS board by some of the members who liked the blurb they put out when standing. 

[steelboy]

6 hours ago, StAndrew7 said:

It's something around a single entity owning 75% and legal issues around that with the structure of the Well Society, or something along those lines. Bit of a murky legal area I believe but I'm no expert.

@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. 

 

[wellgirl]

5 hours ago, Stuwell2 said:

And what are the wishes of all the WS members? I think there are some who believe in the pot of gold at the end of the rainbow here - not enough to pass this I hope - so are they not maybe representing those folk? 
Im not saying that I agrees with them but they were voted onto the WS board by some of the members who liked the blurb they put out when standing. 

We don't know the wishes of the members yet obviously as the vote on this proposal is still to take place. The vote seems to have been whether the MFC Board wanted to accept this offer - not what WS members do or don't want. Particularly as I think WS members hadnt seen the full proposal before the Board voted. 

Potentially it would have made more sense to have the MFC board vote to accept or reject after fans had voted - but assume there must be legal reasons as to why that didn't happen. 

 

[steelman1991]

12 hours ago, steelboy said:

The only update we need is Jim McMahon's resignation and Caldwell and Lindsay explaining why they have undervalued the club so severely.

Given the timescales would either of those been party to the valuation process?

[wellfan]

10 minutes ago, steelman1991 said:

Given the timescales would either of those been party to the valuation process?

Even if they were, I'd imagine they are toeing the line here, particularly given they've both recently been appointed to their new posts by the Executive Board/McMahon, so I'll try not to point the finger at Caldwell and Lindsay too much right now. The three on the Well Society Board who voted in favour of the deal on that valuation are another story.

[steelman1991]

5 minutes ago, wellfan said:

Even if they were, I'd imagine they are toeing the line here, particularly given they've both recently been appointed to their new posts by the Executive Board/McMahon, so I'll try not to point the finger at Caldwell and Lindsay too much right now. The three on the Well Society Board who voted in favour of the deal on that valuation are another story.

100% this Even more so the 2 who were only appointed (AFAIK) on the Society ticket to the Management Board.

[steelboy]

Still no word from Feeley or Dickie as to why they believe it's in the interest of Society members to pay out £1.8m to have our shareholding reduced by 1/3rd to 46%. 

You would think if you were going to vote to give over a million pounds of other people's money away you might explain what the benefits are. 

[Kmcalpin]

9 hours ago, Stuwell2 said:

IF at the start of this their WS colleagues said something along the lines of “we’re not getting involved until after the negotiations and the MFC board make their recommendations” meaning they couldn’t get a vote/guidance from them, along side the members vote saying we will listen to an offer that potentially means we give up control, then did they have a right to stop the WS members who they represent from voting on the offer? Or did they act in good faith allowing the offer to go to the society membership? 
Is what they have done an underhanded attempt to sell off the club on the cheap as some have said or do they believe they have given the members what they asked for?

We simply don't know, and I'm not sure if we ever will. What we do know is that there's been a total disconnect between the Society Board and the Executive Board thats been embarassing and totally avoidable. Probably faults, to varying degrees, on both sides. I'm not going to judge anyone until we know the facts, and we probably never will. As I wrote above though, the Tom Feeley/Douglas Dickie situation does need clarifying.

[steelboy]

Obviously you don't want every decision to have to go through two boards so the Well Society reps on the club board need to be able to use personal judgement on ordinary club business.

However if it's an issue which is in conflict with The Well Society constitution such as ending fan ownership then they should 100% be going to the Well Society board to get an agreed position. 

 

 

[David]

10 hours ago, Stuwell2 said:

And what are the wishes of all the WS members? I think there are some who believe in the pot of gold at the end of the rainbow here - not enough to pass this I hope - so are they not maybe representing those folk? 
Im not saying that I agree with them but they were voted onto the WS board by some of the members who liked the blurb they put out when standing. 

I believe this situation might be getting a bit confused.

From my limited understanding, here’s how it works:

There are two seats on the club’s executive board reserved for Well Society board members, allowing the Society board to have representation. Currently, Tom Feely and Douglas Dickie occupy these seats.

When a proposal like this comes up, the Society board votes on it. In this case, they voted to reject the offer by 6 votes to 3.

Following this, the Society's representatives on the executive board should have voted in line with the Society board’s decision, which was to reject the proposal. This doesn't necessarily mean the executive board would have voted against the proposal, but it would not have been unanimous. For instance, McMahon, Caldwell, and Lindsay could have voted in favour, while Dickie and Feely, representing the Society board’s views, would have voted against.

Their role on the executive board is not in a personal capacity but as representatives of the Well Society board, reflecting its views.

Here’s where it gets interesting. 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 the proposal being rejected by both the executive and Society boards.

However, by Dickie and Feely "going rogue" and 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, despite the Society board voting to reject it.

At best, with Caldwell and Lindsay having voting rights, it would have gone in favour by 3 votes to 2. Which is a hell of a lot closer than a "unanimous" verdict.

Quite a different perspective, isn’t it?

5 hours ago, wellgirl said:

We don't know the wishes of the members yet obviously as the vote on this proposal is still to take place. The vote seems to have been whether the MFC Board wanted to accept this offer - not what WS members do or don't want. Particularly as I think WS members hadnt seen the full proposal before the Board voted. 

Potentially it would have made more sense to have the MFC board vote to accept or reject after fans had voted - but assume there must be legal reasons as to why that didn't happen. 

It's important to remember that this vote by both boards is not about actually accepting or rejecting the offer, but rather making a recommendation. There's a difference there.

The executive board voted unanimously to recommend accepting the proposal, while the Society board voted to recommend rejecting it.

These are just recommendations that the wider Society membership (the majority shareholder) can consider when making their own decision in our upcoming vote.

This brings me to my main point. How confident would you be of the proposal being accepted by the Society's membership if the official stance from the club is that both boards recommended rejecting it?

It's very different from us going to the vote with the understanding that the executive board voted "unanimously" to accept, while the Society board members voted against it.

[Mccus28]

1 hour ago, steelboy said:

Obviously you don't want every decision to have to go through two boards so the Well Society reps on the club board need to be able to use personal judgement on ordinary club business.

However if it's an issue which is in conflict with The Well Society constitution such as ending fan ownership then they should 100% be going to the Well Society board to get an agreed position. 

 

 

Normally i 100% disagree with most that you say as I think you do most of it for a reaction but you are 101% spot on here!!!!!!

Keep this up 😜

[wellgirl]

10 minutes ago, David said:

I believe this situation might be getting a bit confused.

From my limited understanding, here’s how it works:

There are two seats on the club’s executive board reserved for Well Society board members, allowing the Society board to have representation. Currently, Tom Feely and Douglas Dickie occupy these seats.

When a proposal like this comes up, the Society board votes on it. In this case, they voted to reject the offer by 6 votes to 3.

Following this, the Society's representatives on the executive board should have voted in line with the Society board’s decision, which was to reject the proposal. This doesn't necessarily mean the executive board would have voted against the proposal, but it would not have been unanimous. For instance, McMahon, Caldwell, and Lindsay could have voted in favour, while Dickie and Feely, representing the Society board’s views, would have voted against.

Their role on the executive board is not in a personal capacity but as representatives of the Well Society board, reflecting its views.

Here’s where it gets interesting. 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 the proposal being rejected by both the executive and Society boards.

However, by Dickie and Feely "going rogue" and 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, despite the Society board voting to reject it.

At best, with Caldwell and Lindsay having voting rights, it would have gone in favour by 3 votes to 2. Which is a hell of a lot closer than a "unanimous" verdict.

Quite a different perspective, isn’t it?

It's important to remember that this vote by both boards is not about actually accepting or rejecting the offer, but rather making a recommendation. There's a difference there.

The executive board voted unanimously to recommend accepting the proposal, while the Society board voted to recommend rejecting it.

These are just recommendations that the wider Society membership (the majority shareholder) can consider when making their own decision in our upcoming vote.

This brings me to my main point. How confident would you be of the proposal being accepted by the Society's membership if the official stance from the club is that both boards recommended rejecting it?

It's very different from us going to the vote with the understanding that the executive board voted "unanimously" to accept, while the Society board members voted against it.

Do you think the vote will happen now? Given that EB has been posting on P and B and there are posters over there talking about the deal being dead and a new one being worked on. (I get that it's just posts on a forum but theres been a lot of dialogue over the last few days). 

I found it interesting that Dickie is a chartered accountant with decades of experience. Im not suggesting that he voted one way or another because of his background - but there clearly are people on the well society board with a lot of business experience (not just him). 

[weeyin]

6 minutes ago, wellgirl said:

I found it interesting that Dickie is a chartered accountant with decades of experience. Im not suggesting that he voted one way or another because of his background - but there clearly are people on the well society board with a lot of business experience (not just him). 

I've worked with a lot of accountants over the years. Two things stand out:

- most of them can't add without the aid of a calculator

- while they are good at accounting and analysing numbers, that is very different from being business savvy.

That's not to say accountants can't be good business people, but it's not a given. From everything I've read about the deal, it doesn't sound like the people on our side have much experience in acquisitions.

If there are further negotiations, maybe we should get a 3rd party to put together an independent valuation as the starting point before we even start the next round of discussions. We don't need to share it, but those involved should at least read it.

[StAndrew7]

30 minutes ago, wellgirl said:

I found it interesting that Dickie is a chartered accountant with decades of experience. Im not suggesting that he voted one way or another because of his background - but there clearly are people on the well society board with a lot of business experience (not just him). 

Dickie is a chartered surveyor, not accountant; he counts bricks for a living, not money. 😅

[wellgirl]

5 minutes ago, StAndrew7 said:

Dickie is a chartered surveyor, not accountant; he counts bricks for a living, not money. 😅

You're right - it's Feely that's the accountant. 

[texanwellfan]

19 minutes ago, wellgirl said:

You're right - it's Feely that's the accountant. 

Feely. Sounds like one of the dwarfs who got cut for being naughty. Along with Humpy and Gropey.