Morton Club Together Updates

[Guest capitanus]

1 hour ago, port-ton said:

I saw the other day that the lighthouse are doing an evening with imrie for a tenner a head. Don't see why MCT aren't doing things like that in a decent sized venue to fundraise while local pubs are smart enough to capitalise on his popularity. 

 

The Shitehouse is possibly the last place which should be hosting any kind of event for Morton supporters or football supporters in general.  

[Jamie_M]

On 5/2/2022 at 9:52 PM, port-ton said:

I saw the other day that the lighthouse are doing an evening with imrie for a tenner a head. Don't see why MCT aren't doing things like that in a decent sized venue to fundraise while local pubs are smart enough to capitalise on his popularity. 

 

Hosted by Gerry as well.

[TRVMP]

Graphic design is my passion

[port-ton]

Notice of Extraordinary General Meeting of Morton Club Together Ltd

 

An extraordinary general meeting of MCT will be held in the Douglas Rae (Hospitality) lounge at Cappielow Park, Sinclair Street, Greenock at 7:00pm on Tuesday 7th June 2022. There will be one item on the agenda:

 

1) The MCT board seeks permission under Article 4.4 to reduce it’s shareholding to a level below 75% of the total shares in Greenock Morton FC Ltd.

 

We are seeking permission to sell groups of shares in the club to individuals and companies who have expressed an interest in investing in the club. In doing so, we will maintain majority ownership (our ownership will not drop below 50.1%). In this way, we can secure additional and ongoing funding for the club and for the first team budget.

 

In an example of this proposal, if an individual or company purchased 5% of the available shares, we would require them to match your MCT contributions. So if MCT continues to contribute around £180,000 per year, the individual or company purchasing that 5% share would be required to contribute £18,000 each year. In the ideal scenario, every £1 each MCT member contributes becomes a £1.80 contribution to the club budget. 

 

To confirm, we will continue to maintain majority ownership and continue to be a community owned club, owned by you, our MCT members.

 

We are recommending to the membership that you approve this motion. 

 

Please sign up here if you're able to attend in person at Cappielow.

 

If you are unable to attend this meeting in person, please reply to this email to advise us and a Zoom link will be sent to you.

 

If you wish to vote by proxy due to your unavailability, please reply to this email and let us know your vote be 5pm on Monday 6th June 2022.

 

Thanks,

 

MCT Board of Directors -->                                     

[port-ton]

Never attended something like this and know very little about EGMs etc so will reserve judgement to hear other people's opinions before I form mine. 

1. Do we get to see the clubs finances before we vote on this? 

2. Do we get to vote on which companies and investors we sell our shares to? Do we even get to know who they are before voting? 

Initially feel torn between being happy with outside investment while maintaining control and also worried about the slippery slope after only a year of fan ownership as can't help but feel we know exactly which way that's heading. 

 

 

 

[TRVMP]

In my opinion this should have its own thread. This is a very significant development. 

Owning >50% of a company is of course majority ownership but >75% - as GC had, and MCT now has - is effectively free rein to run the business without recourse to votes. That is, with 75% of shareholding you can (for example) undertake a share issue without a vote. Plenty of other stuff besides.

I totally understand why an investor on the sidelines wanting to put money into Morton would want equity of their own. I also understand why preventing the outcome above - preventing MCT from being able to (for example) dilute the investor's shareholding by undertaking a share issue, or materially altering how the club is run - would be important to such an investor.

But what I'd like to get out of this meeting is:

1) How does assauging that investor's valid concerns help the club in the long term? That is, if control of the club by MCT - community ownership - is seen as a valuable exercise in and of itself, how does reducing the community owner's ability to act autonomously square with our long term future? In short: if any special resolution is now able to be effectively vetoed by a minority shareholder or group thereof, what good is the 50.1% ownership?
1.1) To that point, the email example says someone might own 5% of the club. Do MCT envision this being so neatly parceled out (they state they'll sell "groups of shares") and, if so, how will this be achieved? In short: what under this model prevents 49.9% of shares ending up in one individual's hands? Or is that not something we want to prevent?
2) One of MCT's aims was to become a 'hub' for larger-scale investors or patrons. Is this tacit admission that this hasn't panned out? Or are these investors simply much bigger than patrons?
3) And for me, the biggest one - how is this enforceable:

"In an example of this proposal, if an individual or company purchased 5% of the available shares, we would require them to match your MCT contributions."

I will fully and freely admit to not being a UK company law mastermind, but how can such a requirement survive a resale? That is, if GMFC Ltd. and Joe Bloggs make this agreement, and GMFC transfers 5% of the overall shares to Joe Bloggs, then Joe Bloggs immediately sells those shares to Tom Smith, how is Tom Smith liable for anything towards GMFC?

[Waverley]

I'll sell my shares in GMFC, with no strings attached, if anyone's interested. There's probably around 1,000,000 shares out there, held by minority shareholders.

[irnbru]

New mail out. Despite having a yes or no on who, there's no detail on how it will work and it'd still to be decided. I'm out. 

[Renfrew]

Don’t imagine anyone could willingly allow it if they won’t announce who they are

[port-ton]

The email states that once negotiations are agreed there would be another member vote on whether to sell to them and they'd be named. 

I'm not really seeing an issue with that? My only issue with them not being named was that we'd be agreeing to sell to people we didn't know and we'd have no opportunity to reject it when we did find out. 

 

[irnbru]

49 minutes ago, port-ton said:

The email states that once negotiations are agreed there would be another member vote on whether to sell to them and they'd be named. 

I'm not really seeing an issue with that? My only issue with them not being named was that we'd be agreeing to sell to people we didn't know and we'd have no opportunity to reject it when we did find out. 

 

The terms aren't know. Could be give them shares if they meet donations, a one off, etc. It presents a lot of uncertainty. 

Edited May 29, 2022 by irnbru

[dunning1874]

35 minutes ago, irnbru said:

The terms aren't know. Could be give them shares if they meet donating, a one off, etc. It presents a lot of uncertainty. 

It also states that the confirmatory vote of the membership will take place after a deal is agreed, so the terms for each investor will surely be put to the membership for that vote as well as disclosing the identity of the investor(s). If the MCT board aren’t providing a satisfactory level of transparency about any individual deal the membership can still vote no to individual investors at that stage.

[irnbru]

3 hours ago, dunning1874 said:

It also states that the confirmatory vote of the membership will take place after a deal is agreed, so the terms for each investor will surely be put to the membership for that vote as well as disclosing the identity of the investor(s). If the MCT board aren’t providing a satisfactory level of transparency about any individual deal the membership can still vote no to individual investors at that stage.

The way I read it is the veto is only over who, not how. This leaves it open to shares being sold with terms that might not be as entirely favourable or scrutinised. 

I'm not suggesting the MCT board wouldn't act in the clubs best interest but I'd like a vote on the eventual terms - not just the ideal of selling shares in any way. 

[Madton]

12 minutes ago, irnbru said:

The way I read it is the veto is only over who, not how. This leaves it open to shares being sold with terms that might not be as entirely favourable or scrutinised. 

I'm not suggesting the MCT board wouldn't act in the clubs best interest but I'd like a vote on the eventual terms - not just the ideal of selling shares in any way. 

Think there needs to be an element of trust in the GMFC board here.

We clear need investment, they clearly know the people in question and will undoubtedly have done background checks. They are not going to sell us doon the water to the next Hugh Scott. If they don't pay up, they lose their shares so we are fully protected.

I don't think we need to know each individual agreement, knowing who they are is enough.

I'll be bitterly disappointed if we say no to additional income streams  It's utter madness for me when we all want Dougie to have the best budget possible to give us the best chance of success.

[TRVMP]

3 hours ago, Madton said:

Think there needs to be an element of trust in the GMFC board here.

We clear need investment, they clearly know the people in question and will undoubtedly have done background checks. They are not going to sell us doon the water to the next Hugh Scott. If they don't pay up, they lose their shares so we are fully protected.

I don't think we need to know each individual agreement, knowing who they are is enough.

I'll be bitterly disappointed if we say no to additional income streams  It's utter madness for me when we all want Dougie to have the best budget possible to give us the best chance of success.

Selling your assets isn't an income stream. It's selling your assets. An income stream is something like away kits or match streams. Once we part with our shares, they're gone unless we are in a position to buy them back. Once we drop below 75%, I'd wager we'll never, ever get it back.

I'm not against external investment on principle, not at all. I'm against it on the current terms, which will see us lose our 75% voting power, stipulate ongoing payment against an arbitrary valuation... Let's assume that's even enforcable - what's been mooted now is a fixed sum on a ten-year timescale in an inflationary environment. Will the MCT contribution be similarly frozen, or are we going to be asked to increase? 

I think we give the MCT board (this is their decision, not GMFC's) plenty of trust already. But this is our money, our capital and our ownership in play here, and that cannot be a matter of trust. It needs to be very carefully scrutinized. And for the reasons above, I'm a No vote. 

[TaunTon]

Stuart Duncan resigns from the board.

'Morton Club Together director, Stuart Duncan, has resigned from the board with immediate effect. Stuart was elected onto the board in December 2021 and led our Operations team. We wish him well for the future.

At this time, we will be continuing to operate as a board of five up until the MCT AGM, which is due to be held in early September..... 
 

 

[vikingTON]

10 hours ago, Madton said:

Think there needs to be an element of trust in the GMFC board here.

We clear need investment, they clearly know the people in question and will undoubtedly have done background checks. They are not going to sell us doon the water to the next Hugh Scott. If they don't pay up, they lose their shares so we are fully protected.

I don't think we need to know each individual agreement, knowing who they are is enough.

I'll be bitterly disappointed if we say no to additional income streams  It's utter madness for me when we all want Dougie to have the best budget possible to give us the best chance of success.

1) I'm not sure an element of trust has in fact be established, when nobody knew leading MCT figures like Gordon Ritchie at all eighteen (if not twelve months ago). For an example of how a fan-owned but not fan-run club can fail to act in the best interests of anyone other than its office-holders, check in on any Stirling Albion thread on P and B. 

Fan ownership requires more scrutiny and not less, because the people on the MCT board are acting only as representatives. Not all representative board members hold on to this mindset though. 

2) Tying 'investment' to Imrie's budget is entirely the wrong mindset. What happens if and eventually when Imrie leaves? Do our investors get the right to pull out? Are 'patrons' going to pull their funding as well because there's some dinosaur figure in the dugout yet again? The current ownership and investment model is clearly sufficient to hand out two year deals to players like Skittles right now, so this link to the first team budget should be rejected. 

While the Q and A gave a lot of information, the tangible things that any investment would do off the park to develop sustainable revenue streams need to be identified and given clear priority over what I hope was a populist sales pitch about bigger budgets. If MCT convince me that this is a serious development of the club's infrastructure, then I'd be inclined to vote yes. Not for a vague wishlist. 

Edited May 30, 2022 by vikingTON

[irnbru]

11 hours ago, Madton said:

Think there needs to be an element of trust in the GMFC board here.

We clear need investment, they clearly know the people in question and will undoubtedly have done background checks. They are not going to sell us doon the water to the next Hugh Scott. If they don't pay up, they lose their shares so we are fully protected.

I don't think we need to know each individual agreement, knowing who they are is enough.

I'll be bitterly disappointed if we say no to additional income streams  It's utter madness for me when we all want Dougie to have the best budget possible to give us the best chance of success.

Agree to an extent that some investment would be good and we can't know every detail. But I think effectively having shares on loan (which seems to be an option) or getting rid no questions asked is a pretty big difference and one the members need a vote on. 

[Mr.Blue]

Stuart Duncan leaving after less than 7 months in post is a strange one. I wonder if its been due to differing opinions on the pending investment?

[Guest capitanus]

On 5/31/2022 at 6:19 AM, Mr.Blue said:

Stuart Duncan leaving after less than 7 months in post is a strange one. I wonder if its been due to differing opinions on the pending investment?

It could be for personal reasons, family reasons or even health reasons.  As much as I've been critical of Stuart over the years, and justifiable at times too, I hope all is well with him.