Motherwell FC - A Thread For All Seasons

[standupforthemotherwell]

6 minutes ago, boozyBJ said:

Pardon my ignorance but I’ve not seen our new CEO’s name been mentioned anywhere. What is his role in all of this?

He is on the executive board so will have been involved to some degree and voted for the original proposal since it was unanimous.

He seems competent from what I've seen of him so suspect he hasn't had much to do with the waffling condescending statements being put out and also wasn't around at the point of initial contact.

Worth noting that the CEO and Finance director would remain in post regardless of the way the vote goes as I understand it.

[Wellwatcher]

54 minutes ago, David1979 said:

I have a few. Maybe some other people on the forum can answer them for me?

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.

Moreover, 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.

Good questions. You should email them to the club and put the answers on here as I think they would be helpful.

[steelmen]

13 minutes ago, boozyBJ said:

Pardon my ignorance but I’ve not seen our new CEO’s name been mentioned anywhere. What is his role in all of this?

I am probably way way off but i get the feeling this is McMahon's baby and he is driving it.

[David1979]

35 minutes ago, steelmen said:

this section is an interesting bit of word play

Therefore, the increase in the Well Society shareholding would not require the Well Society to invest any additional sums to the original proposal.

The Society is not increasing out shareholding, we are going from 71% (?) to 51%. and paying the same money as EB

It's a bog-standard, crass and rudimentary business dealing technique.

Start with an absolutely dreadful offer initially. There's always a slim chance it might be accepted.

If it isn't, then you present your real offer. If it had been the starting offer, it would have been firmly rejected. But now, it looks somewhat better when compared to the original dire offer.

Regarding the shareholding situation, the executive board isn't just suggesting that the Society pays more to see their shareholding reduced, but is trying to portray it as a victory and something we should be delighted about. I suppose this might reveal their utter disregard for 'ordinary' supporters?

[David1979]

I also can't emphasize this enough: We need absolute clarity on what happens if the Society can't meet these financial obligations under the proposed deal.

If and when the Society can't increase income to meet the conditions imposed by the executive board and Barmack, I believe it will allow WSS to increase their shareholding. Can someone can point me to something official that tells me otherwise?

Under the proposed deal, the Society would be required to run faster than it ever has simply to stand still and not lose ground.

Edited June 21 by David1979

[Vietnam91]

The breaks need pumped on this

[StAndrew7]

1 hour ago, welldaft said:

I still find it astonishing that the WS / fans have effectively forced this revised offer and not the incumbent Exec Board. That is how it appears to be. 

As to the changes. Keeping a majority share was important but I was hoping for a little more truth be told. 

What I do know is that I would like a new Chairman and a new direction / strategy for Motherwell FC. I just don’t feel there has been enough of an effort / focus on growing our revenues as a club over the past few years. 

As to whether EB and Wild Sheep is the answer I still have my reservations. Will we see what the WS proposal / business plan is before any vote ? Right now there are only two options on the table. Status Quo or Wild Sheep. I still need to see what the WS are proposing before I could vote one way or another. 

This in the middle is the fundamental issue here.

The Exec Board have let the Club become listless in the last few years; it took them well over a year to appoint a CEO after the first round of recruitment ended with none of the original interviewees being appointed. Things, as far as I understand it, were then not restarted. I believe it took the (new) Well Society Board insisting on it restarting that Brian Caldwell was then appointed. Derek Weir did his best having been dealt a very shitty hand in the first instance; former managers still being paid, terrible recruitment etc. (and given how keen he was to leave during the "discussions" with investors, I think he saw exactly how this was going to play out and rightly left before he was tarred with it all).

I have pretty high expectations of Caldwell; he speaks well, has plenty of experience and I imagine his aims are to make the club a success both on and off the park in terms of product we offer. There's a few things I personally think he should start with but I won't share them just now. He definitely feels like the right person for the job, so in a way I'm kind of glad it took so long, too?!

The whole "invest in our story" shite has been peddled by McMahon at every AGM I've been to for the last 5 or 6 years.

He sat on it and sat on it, did nothing and eventually rushed it through shortly after Well Society elections happened and (in my view) he realised he wasn't going to be able have the influence that he had as Chairman, because the Yes Men and Women on the WS Board he had relied on for so long were all of a sudden outnumbered; with passionate advocates for proper fan ownership appointed in their place.

Edit: just to add to this rant when I'm on a roll, I'm also completely fed up of the absolute bullshit excuses we had for lack of action over the years because of being volunteers/not paid/not full time in their roles on the Exec Board; they've clearly had plenty of fucking time to go through this and other investment proposals since the start of the year.

All this does for me is show how little motivation there was in the past to actually get things done when everything was coming up roses.

Edited June 21 by StAndrew7
Ranty McRantyface

[capt_oats]

1 minute ago, StAndrew7 said:

This in the middle is the fundamental issue here.

The Exec Board have let the Club become listless in the last few years; it took them well over a year to appoint a CEO after the first round of recruitment ended with none of the interviewees being appointed. Things, as far as I understand it, were then not restarted. I believe it took the (new) Well Society Board insisting on it restarting that Brian Caldwell was then appointed. Derek Weir did his best having been dealt a very shitty hand in the first instance; former managers still being paid, terrible recruitment etc.

I have pretty high expectations of Caldwell; he speaks well, has plenty of experience and I imagine his aims are to make the club a success both on and off the park in terms of product we offer. There's a few things I personally think he should start with

The whole "invest in our story" shite has been peddled by McMahon at every AGM I've been to for the last 5 or 6 years.

He sat on it and sat on it, did nothing and eventually rushed it through shortly after Well Society elections happened and (in my view) he realised he wasn't going to be able have the influence that he had as Chairman, because the Yes Men and Women on the WS Board he had relied on for so long were all of a sudden outnumbered; with passionate advocates for proper fan ownership appointed in their place.

This. 100%.

[StAndrew7]

49 minutes ago, standupforthemotherwell said:

He is on the executive board so will have been involved to some degree and voted for the original proposal since it was unanimous.

He seems competent from what I've seen of him so suspect he hasn't had much to do with the waffling condescending statements being put out and also wasn't around at the point of initial contact.

Worth noting that the CEO and Finance director would remain in post regardless of the way the vote goes as I understand it.

One thing that's never been confirmed in all of this is whether or not Caldwell and Lindsay have a vote on the Exec Board. I remember Burrows being appointed to the Exec Board and not having one but that might have been during his time prior to becoming CEO?

I would imagine they both do, as they're full bore Directors on Companies House but I was never sure if you get voting rights immediately or not.

[standupforthemotherwell]

Just now, StAndrew7 said:

One thing that's never been confirmed in all of this is whether or not Caldwell and Lindsay have a vote on the Exec Board. I remember Burrows being appointed to the Exec Board and not having one but that might have been during his time prior to becoming CEO?

I would imagine they both do, as they're full bore Directors on Companies House but I was never sure if you get voting rights immediately or not.

The exec board is currently Caldwell, Lindsay, McMahon, Dickie and Feeley.

The proposal would put it as Barmack, 2 of his choice, Caldwell, Lindsay and 3 chosen by the Well society board.

[StAndrew7]

1 minute ago, standupforthemotherwell said:

The exec board is currently Caldwell, Lindsay, McMahon, Dickie and Feeley.

The proposal would put it as Barmack, 2 of his choice, Caldwell, Lindsay and 3 chosen by the Well society board.

Aye, I was meaning the vote for the investment proposal; I can't recall if ever being said who is a voting member on the Exec Board. It's clouded by the Burrows appointment because I remember something about him not having a vote initially, perhaps because he was on there in an advisory capacity and not as a Director prior to becoming CEO.

[Jim McLean's Ghost]

Offer is still shite and still hands control of the board room over to Erik Barmack.

[Handsome_Devil]

37 minutes ago, standupforthemotherwell said:

The exec board is currently Caldwell, Lindsay, McMahon, Dickie and Feeley.

The proposal would put it as Barmack, 2 of his choice, Caldwell, Lindsay and 3 chosen by the Well society board.

Aye but Caldwell has effectively been approved by EB already...there will be no dissent.

Edited June 21 by Handsome_Devil

[Jim McLean's Ghost]

So to believe the what the club is saying about shareholding you have to believe that the club are going to issue nearly 3 million new shares to dilute the non-WS shareholding to 2.9%

Existing non-Well Society shareholders have no rights to buy new shares.

This still involves the Well Society having to fork over nearly as much money as Erik Barmack to retain a majority ownership when we currently own 71%

 

[Jim McLean's Ghost]

There is also ZERO detail on how the buy back clause is activated. Do we need Erik Barmack's permission?

[Vietnam91]

46 minutes ago, StAndrew7 said:

Aye, I was meaning the vote for the investment proposal; I can't recall if ever being said who is a voting member on the Exec Board. It's clouded by the Burrows appointment because I remember something about him not having a vote initially, perhaps because he was on there in an advisory capacity and not as a Director prior to becoming CEO.

Flow’s immediate job after Leeann left was General Manager, it took a few years to be granted full voting rights as a named director but did attend board meetings before that.

[Jim McLean's Ghost]

From what I have heard this late change in the deal is a last desperate attempt to get something positive before the Well Society annouce their plans. And they are resolved to fix the issues between the Society and Club than may have noted here.

 

[camer0n_mcd]

31 minutes ago, Jim McLean's Ghost said:

From what I have heard this late change in the deal is a last desperate attempt to get something positive before the Well Society annouce their plans. And they are resolved to fix the issues between the Society and Club than may have noted here.

 

 

On the well society proposal - Sean Baillie mentioned the other day that it was almost ready and then said today that it's going to be another #lengthy statement. 

Edited June 21 by camer0n_mcd

[EK2DK]

These amendments are utterly hollow.
 

We still haven’t seen a plan from Erik.

It’s all complete fluff. If, buts and maybes.

Even remotely considering a deal that hands boardroom control to a random investor without a full business plan is utterly abhorrent from the executive board as is not including the majority shareholder in the discussions. 
 

Hands off Motherwell, Erik.

Totally amateur from the board.

 

 

Edited June 21 by EK2DK

[Phillips455]

The bridges have already been burned down to the ground. How can we trust this deal now? The fact is we probably need to get rid of most of the board instead of plowing ahead with this poisoned chalice.