Motherwell FC - A Thread For All Seasons

[Swello]

1 hour ago, welldaft said:

My take like many is the Board have acted hastily in recommending what on the face of it is a poor offer. One wonders if their views may have changed not just based on the fans reaction but the exchanges and information highlighted here.

Will be interesting to see the statement the club release early this week as planned. Might take my mind away from worrying about watching Scotland play football in Cologne this midweek

Jim and the lads currently putting the finishing touches to tomorrow's statement:

 

[YassinMoutaouakil]

I like the sound of the South Americans tbf

[MurrayWell]

This is getting more bizarre with each passing day.

A lot to process and get through here, but one thing I've found strange throughout this is that the executive board insisted the Well Society come up with a detailed business plan and strategy that covered every eventually, but they are more than happy to sign the club away to someone who has, according to this thread anyway, 10 per cent of an idea of how things will go? 

Again, why are Jim McMahon and his cronies still in the building? Absolute chancers. 

[Jim McLean's Ghost]

Reading the Steelmen thread this is a good point.

WTF does clause 4 in the proposal actually mean?

Quote

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.

So non Well Society shareholders are allowed to keep thier current shareholding if they choose to buy new shares.

But the Well Society has to pay regardless and gets no new shares. And if the all current non-Well Society sharholder took up the offer it would leave the club

Barmack 49%

Other Shareholder 29%

Well Society left with just 22% of the club.

McMahon makes it sound like he is doing the Well Society a favour but it is just another way to reduce our influence around the club

Edited June 16 by Jim McLean's Ghost

[Jim McLean's Ghost]

16 minutes ago, MurrayWell said:

 

Again, why are Jim McMahon and his cronies still in the building? Absolute chancers. 

The Well Society need to demand Jim McMahon's immediate resignation from the board

And if he won't walk - push him.

[Vietnam91]

4 minutes ago, Jim McLean's Ghost said:

Reading the Steelmen thread this is a good point.

WTF does clause 4 in the proposal actually mean?

So non Well Society shareholders are allowed to keep thier current shareholding if they choose to buy new shares.

But the Well Society has to pay regardless and gets no new shares. And if the all current non-Well Society sharholder took up the offer it would leave the club

Barmack 49%

Other Shareholder 29%

Well Society left with just 22% of the club.

McMahon makes it sound like he is doing the Well Society a favour but it is just another way to reduce our influence around the club

Question already asked:

Following the invitation to field questions I would like some further clarification on some figures quoted in both press releases.

We are told Barmack will end up with 49% of the shareholding when the 6^th payment is received by the club.

The Well Society in their press release reveal they would expect to hold 46% at that time.

Therefore, the other shareholders (which I am one) who account for 28.3% at present total shareholding must be reduced to 5% to facilitate this.

Can it be explained how this will be actioned and the workings please?

Secondly and it may be related, in the Heads of Terms this is conveyed. Please spell out how this works practice.

"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."

 

Club Answered:

I think if I am understanding your questions correctly they are absolutely inter linked.

It is however not the Club’s place to comment on anything within the WS statement and you would need to direct any questions you have on their statement to them.

However, I am able to hopefully clarify to you the process in regard to the issuing of the new shares as noted in the Club’s statement.

If the investment proposal was to be accepted then in each of the next 6 years the Club would issue a batch of new shares.

This as you would expect is a formal legal process with the full details and appropriate paperwork provided to shareholders at that time.

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).  

If the other shareholders choose not to take up all of their available allocation, then The Well Society will acquire those shares.

 

My reply:

So a shareholder in the 28.3% who wished to exercise their full privilege/entitlement would have to put their hand in their pocket 6x?

If a shareholder did not exercise that are they still considered a shareholder in MFC if they continue to hold their shareholding as of today?

 

Club Response:

They would have the opportunity in each of the 6 years to add to the number of shares that they currently own – they could take up that opportunity in none, some or all of those years.

There is no requirement if they chose to do it in year one to commit to doing it on every occasion thereafter and if they chose not to do it in year one then that doesn’t preclude them from doing it in future years.

All existing shares remain 100% valid and their owners remain shareholders in MFC – the Club would be issuing new shares not removing its current shares / shareholders.

 

This all points to the WS 46%, as the deal was structured, they could only get to that if existing shareholders did not take up their options and pay additional funds to add to shares they already own.

[Jim McLean's Ghost]

@Vietnam91

Devious shit.

And reading again it doesn't look like Barmack would pay more to make up his shortfall in %, the club would just give him for shares for the same money. So the actual value of the club decreases too.

 

[StAndrew7]

4 minutes ago, Vietnam91 said:

Question already asked:

Following the invitation to field questions I would like some further clarification on some figures quoted in both press releases.

We are told Barmack will end up with 49% of the shareholding when the 6^th payment is received by the club.

The Well Society in their press release reveal they would expect to hold 46% at that time.

Therefore, the other shareholders (which I am one) who account for 28.3% at present total shareholding must be reduced to 5% to facilitate this.

Can it be explained how this will be actioned and the workings please?

Secondly and it may be related, in the Heads of Terms this is conveyed. Please spell out how this works practice.

"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."

 

Club Answered:

I think if I am understanding your questions correctly they are absolutely inter linked.

It is however not the Club’s place to comment on anything within the WS statement and you would need to direct any questions you have on their statement to them.

However, I am able to hopefully clarify to you the process in regard to the issuing of the new shares as noted in the Club’s statement.

If the investment proposal was to be accepted then in each of the next 6 years the Club would issue a batch of new shares.

This as you would expect is a formal legal process with the full details and appropriate paperwork provided to shareholders at that time.

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).  

If the other shareholders choose not to take up all of their available allocation, then The Well Society will acquire those shares.

 

My reply:

So a shareholder in the 28.3% who wished to exercise their full privilege/entitlement would have to put their hand in their pocket 6x?

If a shareholder did not exercise that are they still considered a shareholder in MFC if they continue to hold their shareholding as of today?

 

Club Response:

They would have the opportunity in each of the 6 years to add to the number of shares that they currently own – they could take up that opportunity in none, some or all of those years.

There is no requirement if they chose to do it in year one to commit to doing it on every occasion thereafter and if they chose not to do it in year one then that doesn’t preclude them from doing it in future years.

All existing shares remain 100% valid and their owners remain shareholders in MFC – the Club would be issuing new shares not removing its current shares / shareholders.

 

This all points to the WS 46%, as the deal was structured, they could only get to that if existing shareholders did not take up their options and pay additional funds to add to shares they already own.

Means I don't need to send my email I had in my drafts, thanks! Could an individual theoretically then increase their shareholding at this point and further dilute the WS' holding? Or is it only ever permitted for them to increase to keep their status quo % from before any investment?

So say the and individual chooses to spend a bit of their savings or the WS chooses to buy more shares with more of its money after a funding drive, it then increases its holding?

[Vietnam91]

11 minutes ago, Jim McLean's Ghost said:

@Vietnam91

Devious shit.

And reading again it doesn't look like Barmack would pay more to make up his shortfall in %, the club would just give him for shares for the same money. So the actual value of the club decreases too.

 

Mate, throw in the £1.65m interest free mortgage McMahon allowed that you identified and it should be making every Motherwell fan seethe how we got here.

I mean as far as valuation goes, only 12 months ago the published accounts say equity was £1.1m more than we're being peddled today.

 

Then let's not overlook our stadium and land is valued at £4.8m and have at least £5m in our squad if we sold them all tomorrow before all the other stuff and cash surplus of £104k a year ago.

Edited June 16 by Vietnam91

['WellDel]

I'm hoping that tomorrow's update is actually made by the Society, and simply reads :

'Lads, Erik has been told to bolt and McMahon, Dickie and Feeley have all fucked off. We will now take a breather from this utter insanity before formulating a sensible and realistic plan to take the club forward, decided ultimately by the people who actually own 71% it'.

[18May1991]

1 hour ago, YassinMoutaouakil said:

I like the sound of the South Americans tbf

Are they goalies? 
 

I’m thinking Rene Higuita. 

[CaspianChris]

19 minutes ago, 'WellDel said:

I'm hoping that tomorrow's update is actually made by the Society, and simply reads :

'Lads, Erik has been told to bolt and McMahon, Dickie and Feeley have all fucked off. We will now take a breather from this utter insanity before formulating a sensible and realistic plan to take the club forward, decided ultimately by the people who actually own 71% it'.

A decent board and chairman would do that. 

However a Stephen Thompson like chairman and board members are more likely to say the following.

'We the board and chairman of the club regardless the fans views as totally irrelevant to our decision making and as such will ignore them.

As we see the chance for some private profiteering at the clubs and the fans society's expense we have decided to accept this ludicrous investment offer.'

[YassinMoutaouakil]

14 minutes ago, 18May1991 said:

Are they goalies? 
 

I’m thinking Rene Higuita. 

They'll all be clamouring to play with Theo after the Copa

[18May1991]

1 minute ago, YassinMoutaouakil said:

They'll all be clamouring to play with Theo after the Copa

Will need to fight off Messi if they want a Bair shirt

[rowsdower]

Does the WS have the actual power to demand the board resign and install a new board?  Having the literal owners of the club sitting on the sidelines while this is being negotiated is a disgrace.

If we can't deal with this mess with 71% of the shares, we are absolutely fucked with just 46% (or less).

Edited June 16 by rowsdower

[Swello]

1 minute ago, rowsdower said:

Does the WS have the actual power to demand the board resign and install a new board?  Having the literal owners of the club sitting on the sidelines while this is being negotiated is a disgrace.

If we can't deal with this mess with 71% of the shares, we are absolutely fucked with just 46% (or less).

I would think that would need a club EGM with a resolution to do just that - it would then (presumably) come down to a shareholder vote. I also assume it would be unprecedented in our history.

[Vietnam91]

9 minutes ago, rowsdower said:

Does the WS have the actual power to demand the board resign and install a new board?  Having the literal owners of the club sitting on the sidelines while this is being negotiated is a disgrace.

If we can't deal with this mess with 71% of the shares, we are absolutely fucked with just 46% (or less).

Under the club Articles of Association,

Clause 21.5

Any Ordinary Director may at any time be removed from office by the holder of the Ordinary
Shares in accordance with Article 21.8.

Clause 28.8:

“Any appointment or removal of a Director by the Shareholders of the Company pursuant to this Article 21 must be in writing and signed by or on behalf of the holder(s) of a majority of the issued A Ordinary Shares or Ordinary Shares (as the case may be) and served on the Company at its registered office, marked for the attention of the Secretary. Any such appointment or removal takes effect as at the time of such lodgement or delivery or at such later time as may be specified in such notice.”

Edited June 16 by Vietnam91

[Jim McLean's Ghost]

4 minutes ago, rowsdower said:

Does the WS have the actual power to demand the board resign and install a new board?  Having the literal owners of the club sitting on the sidelines while this is being negotiated is a disgrace.

If we can't deal with this mess with 71% of the shares, we are absolutely fucked with just 46% (or less).

They absolutely have the power to do it..

Whether they will? They talk a good game in interviews and putting out leaflets but IDK if they have the spirit to get their hands dirty.

1 minute ago, Swello said:

I would think that would need a club EGM with a resolution to do just that - it would then (presumably) come down to a shareholder vote. I also assume it would be unprecedented in our history.

Exactly. They can call an EGM and vote on whatever they want.

[ML4]

@Vietnam91 fair play to you. You’ve proven beyond all reasonable doubt that @Erik Barmack is clueless, and not the person this club needs to take it forward. Not one clear bit of understanding on how to grow the club properly. People have a cheek criticising the Society as owners when we’d be left with this chancer.

The Society board need to pull the finger out right now. Get rid of the entire exec board and appoint an interim one that has the remit of devising a new strategy and vision for the business. Every day wasted is negligent. Act now.

[Jim McLean's Ghost]

The Well Society board need to look at themselves.

If Alan Burrows, a good guy but not exactly having a wealth of experience can become our CEO and run day to day operations then one of the Well Society (Phil Speedie seems like the guy doing the heavy lifting) can be chairman and lead a few board meetings each year.

This needs to happen now.

 

 

Actually make @Vietnam91 chairman.