New Investment Options

[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. 

[steelboy]

1 minute ago, wellfan said:

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, and was perhaps being too kind on them. 

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. 

[wellfan]

7 minutes ago, steelboy said:

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. 

Oh, I don't doubt that they are conniving and conspiring to control the narrative and agenda, which does take some brains, but they also must be thick if they think they can pull the wool over our eyes in this instance. 

The bowling club comment isn't particularly in reference to their talent, as I’m sure many bowling club board members are excellent at running bowling clubs, it's more about McMahon et al’s ability to run a football club properly for the benefit of the football club and its community/fans. 

[bobbybingo]

8 minutes ago, wellfan said:

Oh, I don't doubt that they are conniving and conspiring to control the narrative and agenda, which does take some brains, but they also must be thick if they think they can pull the wool over our eyes in this instance. 

The worrying thing is, you have someone saying, those communications are none of my business and I won't take them into account when voting. There's none so blind.

[steelboy]

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.

 

[Spiderpig]

As a life long supporter of the club and a non member of the WS I can only say that from the details we have so far this investment deal looks like a crock of shit.

A few points seem obvious

1. The governance of the WS from its formation until recently has been an ineffective shambles, taking in millions from the fans with no proper control on where or how that money was spent.

2. The existing club board have used the Fans/ WS as a piggy bank to raid whenever they wanted and the WS were compliant in allowing them to do so. Now they are desperate to get their cash out and walk away.

3. The deal they are so keen to endorse is basically selling the club to Barmack at a knock down price and at the same time fundamentally rendering the WS useless by taking their cash to reduce their own shareholding ffs, but they won't give a toss as they will have their cash and dissappear into the sunset.

4. So after the dust settles Barmack will quietly buy up the private share holdings to gain majority control without any prospect of interference from the WS which means the millions contributed by the members will have all been for nothing.

5. The club will then be in the hands of someone with no great love of football other than seeing a profit from selling it on when he inevitably gets bored.

The club really needs to tell these investors to GTF and get it's own house in order first with proper and effective governance for the WS and the club board and then an only then can suitable investment be sought when there are effective safeguards in place to protect the club and its fans, especially the subscribing WS members.