David Posted June 20 Report Share Posted June 20 I posted my response to the update from the club board over yonder, so I figured I may as well post it here too: The club board's statement fails to address the core issues surrounding Erik Barmack's investment proposal adequately. Despite claims of transparency and the promise of detailed information, Barmack himself has admitted that he only possesses a fraction of the necessary data to formulate a robust business plan. This raises serious concerns about the thoroughness and preparedness of this investment proposal. The absence of a detailed business plan, which should have been a prerequisite for consideration, leaves us with significant uncertainty. The club's valuation, heavily contested by supporters, appears based on speculative and incomplete data, further undermining confidence in the proposed deal. A valuation of £4m, justified through questionable adjustments and assumptions, does not align with the reality of our club's assets and potential. The club board's argument that public meetings are impractical due to the number of voters is a weak excuse for avoiding direct engagement. Written statements cannot substitute for the dynamic exchange of a public forum, where questions can be answered in real-time, and accountability is immediate. The assertion that the club is not in imminent financial difficulty contradicts the rationale for seeking investment. If the club’s finances are stable, as claimed, why is there a sudden push to bring in external investors? This inconsistency is troubling and suggests either financial mismanagement or a hidden agenda. The claim that issuing new shares to Erik Barmack, while also offering shares to the Well Society and other shareholders, will preserve fan ownership is misleading. The staged investment over six years, culminating in Barmack owning 49% of the shares, effectively hands over substantial control, if not a majority, and risks undermining the very foundation of fan ownership. The board's confidence in the safeguards against asset stripping is unconvincing. The supposed protections do little to alleviate concerns about long-term control and influence over club assets, including Fir Park. Finally, the proposed board structure, even with assurances of balanced representation, does not guarantee that fan interests will be safeguarded. The potential for conflicts of interest and undue influence remains high, particularly with Barmack appointing two of his own to the board. It is imperative, in my opinion, that the board halts this process until a full, detailed business plan is presented and subjected to rigorous scrutiny. The future of our club and the principle of fan ownership are too important to be compromised by incomplete and inadequately supported proposals. 1 Quote Link to comment Share on other sites More sharing options...
Spiderpig Posted June 20 Report Share Posted June 20 4 minutes ago, David said: It is imperative, in my opinion, that the board halts this process until a full, detailed business plan is presented and subjected to rigorous scrutiny. The future of our club and the principle of fan ownership are too important to be compromised by incomplete and inadequately supported proposals. Therein lies the problem, it seems obvious to me that the current board want out and want their cash out as well. So it's no surprise they are all for accepting Barmacks offer. Get the deal approved and then quietly sell their shares to Barmack job done, for me their commitment to preserve fan ownership is about as likely as Scotland winning the Euros. So don't hold your breath waiting for them to reject the deal. 1 Quote Link to comment Share on other sites More sharing options...
David Posted June 20 Report Share Posted June 20 3 minutes ago, Spiderpig said: Therein lies the problem, it seems obvious to me that the current board want out and want their cash out as well. So it's no surprise they are all for accepting Barmacks offer. Get the deal approved and then quietly sell their shares to Barmack job done, for me their commitment to preserve fan ownership is about as likely as Scotland winning the Euros. So don't hold your breath waiting for them to reject the deal. You may be right in that assessment. The unbelievable part is that when I questioned Barmack about his plans for the club if his bid succeeds, he openly admitted to having only "10% of the information needed" to formulate a plan. The fact that we're even considering this deal is utterly absurd based on that alone. Quote Link to comment Share on other sites More sharing options...
dennyc Posted June 20 Report Share Posted June 20 26 minutes ago, David said: The board's confidence in the safeguards against asset stripping is unconvincing. The supposed protections do little to alleviate concerns about long-term control and influence over club assets, including Fir Park. Spot on David. All to the point and exactly how every fan I have spoken to sees things. I've picked out one paragraph just to add that I think it is not only the Club's assets that need protecting. This proposal would vastly reduce/eliminate funds held by the Society as monies would be committed to match EBs input and to purchase any new shares not taken up by existing Shareholders....... should any funds be available. And there is a strong possibility that Members' contributions well drop off considerably. The sop that monies from transfer income might be set aside for the Society clearly recognises that possibility. Kind of ironic as well, the Club hands cash to the Society so we can hand it straight back to them. And that's not even looking at the ludicrous condition that the Society write off a huge chunk of money owed to it by MFC. 1 Quote Link to comment Share on other sites More sharing options...
David Posted June 20 Report Share Posted June 20 2 hours ago, dennyc said: Spot on David. All to the point and exactly how every fan I have spoken to sees things. I've picked out one paragraph just to add that I think it is not only the Club's assets that need protecting. This proposal would vastly reduce/eliminate funds held by the Society as monies would be committed to match EBs input and to purchase any new shares not taken up by existing Shareholders....... should any funds be available. And there is a strong possibility that Members' contributions well drop off considerably. The sop that monies from transfer income might be set aside for the Society clearly recognises that possibility. Kind of ironic as well, the Club hands cash to the Society so we can hand it straight back to them. And that's not even looking at the ludicrous condition that the Society write off a huge chunk of money owed to it by MFC. To make matters worse, it appears that the Society wasn't even consulted on the matched contributions mentioned in the proposal. It's not as if Barmack and the executive board sat down with the Society board and agreed on a figure that everyone thought was acceptable. The effective cancellation of 50% of the loan, which amounts to just under half a million pounds, adds to these concerns. As far as I can tell from what I've heard, this has all been imposed on the Society, though I may be mistaken. Those seeking confirmation can approach the Society board directly. I'm willing to be corrected on this, and I would actually welcome that. The idea that the club board and Erik Barmack determined these figures without consulting the Society itself seems unreasonable and verges on arrogance. 1 Quote Link to comment Share on other sites More sharing options...
dennyc Posted June 20 Report Share Posted June 20 39 minutes ago, David said: To make matters worse, it appears that the Society wasn't even consulted on the matched contributions mentioned in the proposal. It's not as if Barmack and the executive board sat down with the Society board and agreed on a figure that everyone thought was acceptable. The effective cancellation of 50% of the loan, which amounts to just under half a million pounds, adds to these concerns. As far as I can tell from what I've heard, this has all been imposed on the Society, though I may be mistaken. Those seeking confirmation can approach the Society board directly. I'm willing to be corrected on this, and I would actually welcome that. The idea that the club board and Erik Barmack determined these figures without consulting the Society itself seems unreasonable and verges on arrogance. Dickie and Feely agreed to it, so McMahon will say the Society were consulted. And I'm not saying that is a valid argument, but he will dress it up that way. Barmack might even have genuinely understood that to be the case given their position within the Society and that they were introduced to him as Society Board Members. The fact it appears they did their own thing without reference to their WS Board colleagues will be conveniently ignored. I also think the outstanding Loan is an issue and the Exec Board want it gone asap. That would further weaken the Society's position. Ironic if they use the Society share purchase money to repay the balance. All set up for a majority shareholding and Fir Park to fall into Barmack's hands. 1 Quote Link to comment Share on other sites More sharing options...
cambo97 Posted June 21 Report Share Posted June 21 6 hours ago, dennyc said: Dickie and Feely agreed to it, so McMahon will say the Society were consulted. And I'm not saying that is a valid argument, but he will dress it up that way. Barmack might even have genuinely understood that to be the case given their position within the Society and that they were introduced to him as Society Board Members. The fact it appears they did their own thing without reference to their WS Board colleagues will be conveniently ignored. I also think the outstanding Loan is an issue and the Exec Board want it gone asap. That would further weaken the Society's position. Ironic if they use the Society share purchase money to repay the balance. All set up for a majority shareholding and Fir Park to fall into Barmack's hands. I may be wrong but I thought Feely and Dickie were only on the board as WS nominated representatives, if this is the case, after their resignations from the WS board, surely their continued seat on the executive board is also untenable and they should also resign from that. Quote Link to comment Share on other sites More sharing options...
Spiderpig Posted June 21 Report Share Posted June 21 8 hours ago, cambo97 said: I may be wrong but I thought Feely and Dickie were only on the board as WS nominated representatives, if this is the case, after their resignations from the WS board, surely their continued seat on the executive board is also untenable and they should also resign from that. They should never have been on both the WS and the Executive boards together that seems like a major conflict of interest to me. Or they were on the WS board to ensure it stayed in line, either way the whole set up is not conducive to effective and proper governance. Quote Link to comment Share on other sites More sharing options...
StAndrew7 Posted June 21 Report Share Posted June 21 Quote INVESTMENT PROPOSAL AMENDED 12:29 The Board of Directors of Motherwell FC have had further discussions with Erik & Courtney Barmack (Wild Sheep Sports) in relation to their proposed investment into MFC. Both parties have considered all feedback received to date during the on-going consultation period. Consequently, it has been agreed to amend the investment proposal as follows: 1. The new proposal is that at the end of the 6-year investment period, the Well Society remain the majority shareholder in MFC with 50.1% shareholding. As a result, Wild Sheep Sports shareholding reduces to 47% from the original proposal. The balance of shares would still remain with the existing other shareholders. Therefore, Fan Ownership is guaranteed with the Well Society remaining the majority shareholder by itself. 2. The 50.1% majority shareholding of the Well Society would be achieved by converting half of the debt that was going to be removed in year 6 into shares for the Well Society. Therefore, the increase in the Well Society shareholding would not require the Well Society to invest any additional sums to the original proposal. 3. The new proposal also reduces the buyback amount from £660k to £630k, making it easier for the Well Society to exercise the call option should they feel that Wild Sheep Sports is not adding strategic value to the Club. Should any shareholder or Well Society member require any further information please contact shares@motherwellfc.co.uk or members@thewellsociety.uk. Voting will commence on the 1st July, with MFC shareholders and Well Society members receiving further information on how to do so in due course. Hmmm. Still smelling shite, although it is slightly more palatable; no WS matching investment, buyback is (a bit) cheaper. I assume he'll still get Chairmanship of the EB with the casting vote, as that's not mentioned. Quote Link to comment Share on other sites More sharing options...
cambo97 Posted June 21 Report Share Posted June 21 2 hours ago, Spiderpig said: They should never have been on both the WS and the Executive boards together that seems like a major conflict of interest to me. Or they were on the WS board to ensure it stayed in line, either way the whole set up is not conducive to effective and proper governance. If they are only there as WS representatives (as majority shareholders), I would disagree, WS should be nominating their board members for the executive board. But thinking about it a bit more (if they are WS reps) then the resignations from the executive board should have been first as that is the actual board in which their position is untenable; technically the position on the WS board is not untenable it's just a personal disagreement with the other board members at least until the membership rejects the offer. Quote Link to comment Share on other sites More sharing options...
Well-Made Posted June 21 Report Share Posted June 21 Looks like they have at least listened to views. The WS still has to write off half the loan from the club but guaranteed ownership at the end of the 6years for that, some will agree that is a reasonable deal, others will still be against it. £30K less for the buyout, is just a little sugar on top of that... or not enough depending which side you are on. Revising this, they have given what most folk wanted, to retain fan ownership. Now its just down to what the Society Members decide, after an updated statement from the WS Board. 1 Quote Link to comment Share on other sites More sharing options...
grizzlyg Posted June 21 Report Share Posted June 21 Certainly more tempting as we are not giving up total control 1 Quote Link to comment Share on other sites More sharing options...
StAndrew7 Posted June 21 Report Share Posted June 21 2 minutes ago, Well-Made said: Looks like they have at least listened to views. The WS still has to write off half the loan from the club but guaranteed ownership at the end of the 6years for that, some will agree that is a reasonable deal, others will still be against it. £30K less for the buyout, is just a little sugar on top of that... or not enough depending which side you are on. Revising this, they have given what most folk wanted, to retain fan ownership. Now its just down to what the Society Members decide, after an updated statement from the WS Board. Just to be pedantic, technically that's not true; it's being converted into shares, which is a different thing. Writing it off would be a total loss of (our) money, getting it as shares is an investment into the club. I just said on P&B that I think this might sway a few undecideds/those closer to a yes vote. Quote Link to comment Share on other sites More sharing options...
Clackscat Posted June 21 Report Share Posted June 21 The biggest issue for me is overall control and at first glance this sees Well Society retain that, (which stregthens the rationale for continued member contributions etc) plus additional input and expertise. As ever the devil is in the detail, but this has swayed me from No to Maybe. A big shout out to those who thus far have forensically challenged the initial proposal to get things to this stage. 1 Quote Link to comment Share on other sites More sharing options...
StAndrew7 Posted June 21 Report Share Posted June 21 8 minutes ago, Clackscat said: The biggest issue for me is overall control and at first glance this sees Well Society retain that, (which stregthens the rationale for continued member contributions etc) plus additional input and expertise. As ever the devil is in the detail, but this has swayed me from No to Maybe. A big shout out to those who thus far have forensically challenged the initial proposal to get things to this stage. Given the statement doesn't mention a change to him/Wild Sheep Sports receiving the Chairmanship and casting vote of the board, I assume that's going to remain... Quote Link to comment Share on other sites More sharing options...
Mccus28 Posted June 21 Report Share Posted June 21 7 minutes ago, grizzlyg said: Certainly more tempting as we are not giving up total I feel that no matter what EB does now, some fans have written this off Quote Link to comment Share on other sites More sharing options...
StAndrew7 Posted June 21 Report Share Posted June 21 1 minute ago, Mccus28 said: I feel that no matter what EB does now, some fans have written this off Which is totally fine? Making some changes to a really shite deal doesn't mean it suddenly becomes a great one. It still values the club poorly and the WS as majority shareholder hasn't been engaged in the revision at all; the statement quite clearly says it's been the Board of Directors and the Barmacks doing this. Whilst it leaves the WS as majority shareholder, Barmack will still have Chairmanship and the casting vote on the Exec Board if this goes through. As much as the WS will be the majority shareholder it doesn't mean that they have the full control to which they are entitled. Quote Link to comment Share on other sites More sharing options...
wellgirl Posted June 21 Report Share Posted June 21 2 minutes ago, StAndrew7 said: Which is totally fine? Making some changes to a really shite deal doesn't mean it suddenly becomes a great one. It still values the club poorly and the WS as majority shareholder hasn't been engaged in the revision at all; the statement quite clearly says it's been the Board of Directors and the Barmacks doing this. Whilst it leaves the WS as majority shareholder, Barmack will still have Chairmanship and the casting vote on the Exec Board if this goes through. As much as the WS will be the majority shareholder it doesn't mean that they have the full control to which they are entitled. Yes it is. How fans vote is completely up to them Quote Link to comment Share on other sites More sharing options...
Mccus28 Posted June 21 Report Share Posted June 21 6 minutes ago, StAndrew7 said: Which is totally fine? Making some changes to a really shite deal doesn't mean it suddenly becomes a great one. It still values the club poorly and the WS as majority shareholder hasn't been engaged in the revision at all; the statement quite clearly says it's been the Board of Directors and the Barmacks doing this. Whilst it leaves the WS as majority shareholder, Barmack will still have Chairmanship and the casting vote on the Exec Board if this goes through. As much as the WS will be the majority shareholder it doesn't mean that they have the full control to which they are entitled. Totally agree, I wasn't suggesting it was a great deal, I was simply suggesting that to some its dead no matter what Quote Link to comment Share on other sites More sharing options...
Tamwell Posted June 21 Report Share Posted June 21 Erik Barmack’s answering questions on Twitter again, If anyone’s interested. Quote Link to comment Share on other sites More sharing options...
David Posted June 21 Report Share Posted June 21 Some thoughts: Well Society's Financial Commitment: The WS is required to invest increasing amounts each year (£200k for the first three years and £250k for the next three). If the WS fails to raise these funds, they could be forced to dilute their shareholding. Question: What happens if the WS cannot meet its financial commitments in any given year? Does Wild Sheep Sports have the option to cover the shortfall, thereby increasing their shareholding? Board Composition and Decision-Making: The Executive Board has eight members, with the WS and Wild Sheep Sports each nominating three directors. If there's a tie, Erik (as Chair) has the deciding vote. Question: Could Erik's deciding vote be used strategically to influence key decisions that might indirectly lead to an increase in Wild Sheep Sports' control over time? Potential Avenues for Erik Barmack to Gain Total Control Increased Share Purchase: If the WS cannot meet their annual financial commitments, Wild Sheep Sports could purchase additional shares, increasing their ownership beyond 47%. Strategic Decision-Making: By leveraging the deciding vote, Erik could push through decisions that might favour Wild Sheep Sports financially or operationally, potentially leading to scenarios where the WS might have to sell more shares or accept further investments from Wild Sheep Sports. Buyback Failure: If the WS is unable to exercise the buyback option, Wild Sheep Sports remains in control of 47% of the shares. Any future capital injections might come with terms that could further dilute WS’s control. Financial Pressure: If the club faces financial hardships, which more than likely will happen based on the ludicrous ideas I've seen from Barmack to this point, which won't come cheap, the WS might be pressured to accept further investments from Wild Sheep Sports to stabilize the club, gradually increasing Wild Sheep Sports’ shareholding. Factors that haven't been addressed Nothing has changed around what Barmack is actually going to do to provide value for his owning almost half the club. That hasn't changed, so I refer to my previous post: The club board's statement has unfortunately failed to address the core issues surrounding Erik Barmack's investment proposal adequately. Despite claims of transparency and the promise of detailed information, Barmack himself has admitted that he only possesses a fraction of the necessary data to formulate a robust business plan. This raises serious concerns about the thoroughness and preparedness of this investment proposal. The absence of a detailed business plan, which should have been a prerequisite for consideration, leaves us with significant uncertainty. The club's valuation, heavily contested by supporters, appears based on speculative and incomplete data, further undermining confidence in the proposed deal. The notion that consultation can replace the need for a comprehensive, transparent business plan is deeply flawed. Fans and stakeholders deserve to see concrete figures and detailed plans, not vague promises and unverified claims. Until such a business plan is presented, any decision on this proposal is premature and fraught with risk. It is imperative that the board halts this process until a full, detailed business plan is provided and subjected to rigorous scrutiny. The future of our club and the principle of fan ownership are too important to be compromised by incomplete and inadequately supported proposals. Quote Link to comment Share on other sites More sharing options...
dennyc Posted June 21 Report Share Posted June 21 I'm probably being a bit slow here but I would like to see the entire new proposal laid out in full so I can see exactly what is still included, and what is not. Detailing only the changes does not paint the full picture. Far from it. Let's see exactly what the Society is giving up and what they would be committing to. Without getting distracted or hung up on that 51% concession. And if that prolongs matters. tough! These are not changes that can be allowed to be blustered through to suit the Chairman or anyone else Off the top of my head. Does the Society still require to more or less match the Sheep input on an annual basis? Thus reducing Society Funds? At year 6, the conversion to Shares rather than the writing off 50% of the outstanding debt sounds better. At least it is not a complete write off of an asset. But do we still have to match others buy up of Shares through earlier years. Thus depleting Society Funds. "The increase in the Well Society shareholding would not require the Well Society to invest any additional sums to the original proposal". That suggests to me that the original payments are still included. Might just be my reading of it of course. What exact Exec Boardroom powers will the Society hold? Looks like very little because despite being majority Shareholder, Boardroom decisions are not to be made on a shareholding basis, but rather by a show of hands. And if that show of hands is 50/50 then MB as Chairman has the casting vote. A bit arse for elbow for me. The majority shareholder should have the casting vote. Looking forward, is it still the intention that any monies provided to the Club will be on a loan basis? Essential to preserve Society assets just in case they are needed for a rebuild.. Exactly how is Fir Park to be protected moving forward? At present MFC own Fir Park, but the WS hold a registered first charge over it in view of the loan funding provided to the Club (The outstanding Loan). In effect that means the ground cannot be used to secure outside finance without the approval of the Society as first charge holder. Anybody can check Companies House and they will see that the Charge was signed off by A Burrows in 2016 to cover monies borrowed by the Club. If that Loan debt is extinguished in full (and the Exec Board could elect to do that on a show of hands when in funds), does that mean the WS could then not block any attempt to use FP as Security for external finance. Thus putting it at risk should disaster happen? I'm no property lawyer but why not include a condition that, Club debt or no Club to the WS, Fir Park cannot be remortgaged without the agreement of the Society, notwithstanding any Exec Board vote. I accept I may be being overly cautious and apologies if any of my concerns have already been addressed ( even as I was typing)and resolved. But I am still dubious despite these apparent concessions. Quote Link to comment Share on other sites More sharing options...
David Posted June 21 Report Share Posted June 21 4 minutes ago, dennyc said: Does the Society still require to more or less match the Sheep input on an annual basis? Thus reducing Society Funds? Yes. Quote Link to comment Share on other sites More sharing options...
dennyc Posted June 21 Report Share Posted June 21 1 minute ago, David said: Yes. Thanks. That is what I thought. So funds depleted until such time as the WS cannot meet it's obligations. What then? What happens upon default? No need to answer as I know you are asking that same question. Quote Link to comment Share on other sites More sharing options...
steelboy Posted June 21 Report Share Posted June 21 Aye the chances are the Society will run out of money and not be able to buy enough shares. It's still a rip off where we pay £1.8 million to lose a huge amount of our shareholding. Also Barmack still has control of the board from day one. Quote Link to comment Share on other sites More sharing options...
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