New Investment Options

[Busta Nut]

A few we other snippets I had:


Tom was also confident that with the "Motherwell men" on the board if the proposal went through there'd be no need for EB to have the deciding vote. Cos he felt the Motherwell men would prevent it. I pointed out it doesn't always work that way as an example, himself. Voted on the WS board to protect and maintain the Society, Only to vote against society's ownership.



When I mentioned we'd probably make up the EB money if not surpass it with the sale of Bair and Miller he said, "we'll sell Bair, We're not selling Miller."

Before going into the "what if" injury thing.

Make of that what you will. 



Similarly when I asked "what happens to the society if this deal goes through?"

Tom gave the ideal scenario where there is the same amount of members contributing and the Society have X amount of money for a back up.

I pointed out that I don't think that would be the case as many members, myself included, would stop their contributions. He couldn't fathom this, I was trying to put a point across "why would anyone contribute to something that has moved the goal posts and no longer stands for it's original purpose?" but it was a busy part of the room and the questions were flying at him.

[steelboy]

I'll try to summarise one of the best points I heard from a board member....

At the moment board members are sacrificing time they could be spending with their families or on their careers to contribute to the Society and club. Members are contributing money they have worked hard for. if Barmack's deal goes through any time or money put into the Society will be a free contribution to Erik Barmack making a profit on his investment. Why would anyone want to do that?

[StAndrew7]

31 minutes ago, wellwell91 said:

There in lies the problem with a lot of people on here !!!!!

A good business will have a plan in place for the worst case scenario 

Whats the WS plan if we don’t attract all the thousands of new members and fans ????

Even when we’ve being doing well and playing exciting football our fan base barley moves 

We continue as we are, raising the money we already do and using player sales, league performance and other income to keep us sustainable. The club is in absolutely no immediate financial danger. The Chairman has said as much publicly.

Under the Exec Board's proposal, the safety net of the WS will diminish to practically zero over the course, even with its contributing membership remaining as it is (which it won't).

So that the begs the (so far unanswered) question; under Barmack's stewardship, who provides the safety net for the magical £750k funding gap in the doomsday scenario we keep hearing about?

[weeyin]

56 minutes ago, wellwell91 said:

There in lies the problem with a lot of people on here !!!!!

A good business will have a plan in place for the worst case scenario 

Whats the WS plan if we don’t attract all the thousands of new members and fans ????

Even when we’ve being doing well and playing exciting football our fan base barley moves 

As others have said, we are doing fine without US money. If you look at our accounts since the Society took control, they are actually quite healthy. A lot of that is thanks to Les Hutchison who, when he took charge, articulated a very clear plan of how he wanted the club re-structured, how his money should be spent, how his loans should be paid back, how many new fans needed to join the Society, and what his exit plan was.

Exactly what you want to hear from an investor.

Exactly what we are NOT hearing from EB.

[weeyin]

51 minutes ago, steelboy said:

I'll try to summarise one of the best points I heard from a board member....

At the moment board members are sacrificing time they could be spending with their families or on their careers to contribute to the Society and club. Members are contributing money they have worked hard for. if Barmack's deal goes through any time or money put into the Society will be a free contribution to Erik Barmack making a profit on his investment. Why would anyone want to do that?

Exactly my thought. I have zero inclination to donate to EB's pension fund if he takes over the club.

[weeyin]

54 minutes ago, texanwellfan said:

But the idea is for Barmack to bring in more money/investment for the club so that there will be enough coming in to make a difference.  However, that’s pretty much a pig in a poke so far.  Seems to be very Trumpish, has an idea but no plan or details. 

Also, all Trump's businesses go bankrupt and/or end up having to settle lawsuits.

[Yabba's Turd]

5 hours ago, Mootherwell86 said:

Hiya Tom. 

Joined March 10, 2011

I highly doubt it

[sinjy]

Barnack's deal is a no from me. For £300,000 he gets to be chairman with two of his people on the board of eight. If the CEO or FD get a better offer, get pissed off or are driven out EB can appoint another pal and it's now 4 of 8 and with his casting vote now has full control. I have seen nothing of a business plan other than some vague notions of a documentary and expanding interest in us in the USA. He has admitted knowing very little about running a soccer club. 

For his investment of £1.9 million he increases his shareholding from zero 47 per cent. In contrast for investing £1.3 million the Society sees it's share dropping from 70 per cent to 50.1 per cent. That is just mad.

With the Well Society Board at least we have people with the club's interest at heart, not some unknown.

As a Well Society member and also a shareholder that is two nos from me.

[StAndrew7]

Asked this over on P&B, too; has anyone been spoken to or contacted by the Club to confirm how they wish to vote (as in the method; postal/electronic etc.)? I've not had a peep as a shareholder thus far.

[weeyin]

43 minutes ago, StAndrew7 said:

Asked this over on P&B, too; has anyone been spoken to or contacted by the Club to confirm how they wish to vote (as in the method; postal/electronic etc.)? I've not had a peep as a shareholder thus far.

Not been contacted yet, but I was assuming an email was forthcoming based on the original announcement.

About the ballot
This vote will be administered by Civica Election Services (CES), the UK’s foremost independent provider of election services and voting mechanisms, on behalf of The Well Society. CES will issue voting instructions to members directly in due course, either by post or email from takepart@cesvotes.com. Please add this address to your safe senders list.

[StAndrew7]

3 minutes ago, weeyin said:

Not been contacted yet, but I was assuming an email was forthcoming based on the original announcement.

About the ballot
This vote will be administered by Civica Election Services (CES), the UK’s foremost independent provider of election services and voting mechanisms, on behalf of The Well Society. CES will issue voting instructions to members directly in due course, either by post or email from takepart@cesvotes.com. Please add this address to your safe senders list.

Ah. I've not had that e-mail; I assume because I only joined the WS on the 11th, so can't vote... so I'm expecting the Club to provide me with the same information at some point.

[Villageman]

46 minutes ago, StAndrew7 said:

Asked this over on P&B, too; has anyone been spoken to or contacted by the Club to confirm how they wish to vote (as in the method; postal/electronic etc.)? I've not had a peep as a shareholder thus far.

You are confusing me. Next weeks vote called by WS is for WS members only so I believed.  If you asking about a shareholders vote i have not seen anything. Guess that needs to come from the MFC Board. If as I hope it is decisive NO vote by the group owning 71% of the shares then there is not much point in asking the 29%.

[StAndrew7]

29 minutes ago, Villageman said:

You are confusing me. Next weeks vote called by WS is for WS members only so I believed.  If you asking about a shareholders vote i have not seen anything. Guess that needs to come from the MFC Board. If as I hope it is decisive NO vote by the group owning 71% of the shares then there is not much point in asking the 29%.

I was always under the impression both votes were happening at the same time and WS members and shareholders are voting at the same time. Perhaps I've totally misunderstood all of this! I thought the proposal from the Exec Board was to be put the Society and shareholders?

Edit: shareholders are voting at the same time, which means the information coming out on Monday is the formal offer.

Edited Thursday at 02:23 PM by StAndrew7

[Kmcalpin]

2 hours ago, StAndrew7 said:

Asked this over on P&B, too; has anyone been spoken to or contacted by the Club to confirm how they wish to vote (as in the method; postal/electronic etc.)? I've not had a peep as a shareholder thus far.

As a shareholder  I've heard nothing. 

[texanwellfan]

1 hour ago, StAndrew7 said:

I was always under the impression both votes were happening at the same time and WS members and shareholders are voting at the same time. Perhaps I've totally misunderstood all of this! I thought the proposal from the Exec Board was to be put the Society and shareholders?

Edit: shareholders are voting at the same time, which means the information coming out on Monday is the formal offer.

Ok I’m confused (seems normal mode for me on this) surely WS vote has to occur first in order to cast the WS vote as the 71% shareholder at the exec. Board vote? Perhaps I am not understanding how many voting instances there needs to be and what each one is about? 

[wellfan]

17 minutes ago, texanwellfan said:

Ok I’m confused (seems normal mode for me on this) surely WS vote has to occur first in order to cast the WS vote as the 71% shareholder at the exec. Board vote? Perhaps I am not understanding how many voting instances there needs to be and what each one is about? 

I don't think the Exec Board understand numbers or percentages either. 

[StAndrew7]

2 hours ago, texanwellfan said:

Ok I’m confused (seems normal mode for me on this) surely WS vote has to occur first in order to cast the WS vote as the 71% shareholder at the exec. Board vote? Perhaps I am not understanding how many voting instances there needs to be and what each one is about? 

Every shareholder is entitled to vote legally.

The WS vote is for its members to instruct its Board how they wish them to vote on their behalf; yes or no.

Individual shareholders get to vote yes or no. So if you're a shareholder and a WS member, you get two votes; one in each.

I get that it doesn't make sense percentages wise but it does legally and morally. I want my vote to get this in the fucking sea to be heard.

[texanwellfan]

10 minutes ago, StAndrew7 said:

Every shareholder is entitled to vote legally.

The WS vote is for its members to instruct its Board how they wish them to vote on their behalf; yes or no.

Individual shareholders get to vote yes or no. So if you're a shareholder and a WS member, you get two votes; one in each.

I get that it doesn't make sense percentages wise but it does legally and morally. I want my vote to get this in the fucking sea to be heard.

Right! So that means the WS has to conclude its voting process prior to casting a vote as a shareholder. So the share holder voting and WS voting can’t be at the same time, which is what someone else had mentioned earlier. 
I have no issue with your point that some people will be able to vote on the WS decision as well as casting votes as an individual shareholder. That makes complete sense and is as it should be. 

[StAndrew7]

4 minutes ago, texanwellfan said:

Right! So that means the WS has to conclude its voting process prior to casting a vote as a shareholder. So the share holder voting and WS voting can’t be at the same time, which is what someone else had mentioned earlier. 
I have no issue with your point that some people will be able to vote on the WS decision as well as casting votes as an individual shareholder. That makes complete sense and is as it should be. 

Why not?

If it's done using an online portal and people can do both at the same time, which then calculates the Society vote split and so on it should be the same timescale. The results are then totalled and communicated to the Club and Society.

I'm not sure you can have things running in a staggered way; everyone involved in the voting process needs to get the same information at the same time, otherwise, I imagine there will be all kinds of legal ramifications due to people having access, others not, and then potentially exerting undue influence.

I'm sure this will all be cleared up by the communications from the Club/Civica in due course.

[texanwellfan]

Ok. Got it. Although, in essence, the WS vote is the real vote. The share holder vote is merely going to end up recording/reflecting the decision of the WS, WRT to accept/reject proposal, since it holds 71% of the shares. 

[Joe Wark The Legend]

7 hours ago, sinjy said:

Barnack's deal is a no from me. For £300,000 he gets to be chairman with two of his people on the board of eight. If the CEO or FD get a better offer, get pissed off or are driven out EB can appoint another pal and it's now 4 of 8 and with his casting vote now has full control. I have seen nothing of a business plan other than some vague notions of a documentary and expanding interest in us in the USA. He has admitted knowing very little about running a soccer club. 

For his investment of £1.9 million he increases his shareholding from zero 47 per cent. In contrast for investing £1.3 million the Society sees it's share dropping from 70 per cent to 50.1 per cent. That is just mad.

With the Well Society Board at least we have people with the club's interest at heart, not some unknown.

As a Well Society member and also a shareholder that is two nos from me.

As a Well Society member and also a shareholder that is two no's from me.

[Kmcalpin]

1 hour ago, Joe Wark The Legend said:

As a Well Society member and also a shareholder that is two no's from me.

I knew we could count on you Phil. Good man. 

[David]

One thing that is absolutely astounding about all of this is that the Heads of Terms mention:

"The WS commitment is £200k for the first three years and £250k for the next three" yet nothing else is clarified.

Here's my question - What happens if the Well Society can't make that commitment at any point? There has to be repercussions? Otherwise, why even quote a number? 

Now, in the absence of any information on the penalties for missed payments, despite me asking Erik outright and him providing a vague answer about how penalties aren't included in Heads of Terms, let's have a look at some of the penalties I've seen enacted in the past, and how they could apply to the Well Society:

 Equity Dilution:

• What Could Happen: The Well Society’s ownership stake in the club could be reduced.
• How It Works: If the Society misses a payment, more shares could be issued to Wild Sheep Sports (WSS), decreasing the Society’s ownership percentage (in fairness, Erik says this shouldn't be the case, but you'll note the use of the word "shouldn't" rather than "wouldn't". Besides, I don't think a claim made on a football forum would stand up in court if he decided to enact this option.

Financial Penalties:

• What Could Happen: The Society might have to pay additional fees or interest.
• How It Works: The agreement could include a clause that charges interest or fixed penalties for missed payments, increasing the amount the Society owes.

Reduction of Benefits:

• What Could Happen: The Society could lose certain privileges.
• How It Works: Benefits like voting rights on certain issues or access to club facilities might be reduced or suspended until the missed payments are made.

Acceleration Clause:

• What Could Happen: The Society could be required to pay the remaining balance immediately.
• How It Works: Missing one payment could trigger a requirement to pay all remaining committed funds upfront.

Loss of Buyback Option:

• What Could Happen: The Society could lose the option to buy back shares.
• How It Works: If the Society fails to meet financial commitments, they might forfeit the option to buy back shares from WSS.

Or, it could even be the following, which is the one I'm particularly concerned about outside of the first option:

Impact on Existing Loan:

What Could Happen: The £868,000 loan from the Society to the club could be affected. Well, the £434,000 that would remain after 50% of the original amount is converted into shares to help the Well Society maintain a 50.1% majority shareholding in a football club that it would have previously held over 70% in.

How It Works:

• Debt Forgiveness Negotiation: If the Society fails to meet its financial commitments, the club could negotiate to have the loan forgiven in exchange for the Society being forgiven for not making its required payments.

It should be mentioned at this point that the Well Society loan is currently secured against the stadium. And more importantly, the ground it sits on.

All of a sudden that "clean balance sheet" looks really attractive. Why? For the following reasons:

Release of Security:

• What Happens: If the loan is forgiven, the security (the stadium) associated with the loan would be released. This means the stadium would no longer be collateral for the debt since the debt itself would be eliminated.
• Implication: Without the loan, the club would own the stadium free and clear of that specific debt obligation.

Potential Increased Control for Wild Sheep Sports:

• Scenario: If Wild Sheep Sports becomes the majority shareholder, and the loan is forgiven, they could have increased control over the club’s assets, including the stadium.
• Implication: WSS, as the majority shareholder, would have significant influence over decisions regarding the stadium, including the possibility of selling it.

Now, it might be the case that none of the above would apply. 

Or, indeed, any or a combination of the above could apply. We don't know, because no one is telling us. All we know is that Wild Sheep Sports is extremely eager to eliminate the loan the club has from the Well Society. As soon as a vote to approve Barmack's offer happens the loan is reduced immediately by 50%. Which leaves only 50% to get out the way.

Now, I could be wrong. I just wonder if the information on those penalties will be provided in good time for the membership to scrutinise before voting?

[cambo97]

I keep reading that the aim is for WSS to get 49% shareholding and the WS (are the initials deliberately similar?) get 51%, what happens will the not insubstantial 23%(?) in private hands? 

[StAndrew7]

Erik's vision is here.

I've not had a look through other than a quick skim read, so won't be commenting just yet.