TRVMP Posted May 23, 2022 Share Posted May 23, 2022 5 minutes ago, capitanus said: Apparently any deal was a good deal if it got rid of the Rae Family from Cappielow. The current arrangement is fine. It's not optimal but it's fine. The existence of this 75% safeguard in the articles of association is exactly what we need for situations like this, bearing in mind we had no such safeguards at all during the Raes' tenure. Link to comment Share on other sites More sharing options...
so72 Posted May 24, 2022 Share Posted May 24, 2022 11 hours ago, Stevie Aitken's Love Child said: Surely the EGM is just about approval changes to the currently terms to allow the possibility of shares being sold to investors? It can't possibly be that and then they sell to whoever they want. It has to be that any future sale of shares would also have to be approved my members in a separate vote, otherwise how would proxy votes work, when you're being asked to vote for something that you know nothing about. I won't be in the country at the time of the vote, so I'm curious to see what comes out later this week. This was my thinking, surely it can't be anything else or do the resolutions way that the board of mct can sell shares without a vote? Link to comment Share on other sites More sharing options...
vikingTON Posted May 24, 2022 Share Posted May 24, 2022 10 hours ago, TRVMP said: You need a vote of 75% to pass special resolutions and issue new shares and - in the case of most companies - approve a buyback of issued shares from company capital. So a 75.01% owner can do all these things without a vote. The other way of putting it is that any shareholder - or group of shareholders - with 25.000001% of the shares can act as an effective veto on any special resolution. Thanks for the clarification, but how important are these powers in our current position? Surely the point of the exercise is that MCT and any external investors need to be on the same page when it comes to investment decisions at the club? If I were being courted for investment - which I'm not - then I'd want myself and any other external investors to exercise some check over a fans' group that has only been around for a handful of years. MCT could easily drive the club into a ditch as owners without having any malicious intent at all. I don't see why it's a bad thing that MCT does not get to run the club in the same way that GC did, to the detriment of all other interested parties. Sharing power and increasing scrutiny should make the stewardship of the club stronger overall so long as there's not a belligerent minority interest. The site is supposed to be a place for the extended 'family' of Morton supporters - having an affinity with people that you don't know, because you share a love of your local football club. It's not supposed to be about point scoring and showing how 'clever' or 'funny' you are, or just being downright rude and offensive to people you don't know, because you can get away with it. Unfortunately, it seems the classic case of people who have little standing/presence in real life, use this forum as a way of making themselves feel as if they are something. It's sad, and I've said that before.. So, having been on Morton forums for about 15 years I guess, I've had enough... well done t*ssers, another Morton supporter driven away. You can all feel happy at how 'clever' you are Link to comment Share on other sites More sharing options...
port-ton Posted May 24, 2022 Author Share Posted May 24, 2022 Excuse my ignorance again but why would an investor want to invest their money for 14% or whatever of Greenock Morton Football Club? We are at best a break even entity and at worst a money leaking liability. What's the incentive to being a minority owner in something you have little power over and aren't ever likely to make a return on your investment? The fact Gordon Ritchie has came out from his cave to interview in the tele regarding this is even more of a red flag for me. Ive had no interactions with him but from the outside he sits in the background pulling the strings while keeping quiet. Not 100% convinced from anything I've seen of him that he has mortons best interests at heart. Good people will do good things, bad people will do bad things, but only with religion do good people do bad things! Link to comment Share on other sites More sharing options...
Jamie_M Posted May 24, 2022 Share Posted May 24, 2022 13 minutes ago, port-ton said: The fact Gordon Ritchie has came out from his cave to interview in the tele regarding this is even more of a red flag for me. Ive had no interactions with him but from the outside he sits in the background pulling the strings while keeping quiet. Not 100% convinced from anything I've seen of him that he has mortons best interests at heart. At least MCT members have a mechanism to remove GMFC board members if the need arises and if there's a vacancy they have the chance to put themselves forward for it. Oh, wait... Link to comment Share on other sites More sharing options...
TONofmemories Posted May 24, 2022 Share Posted May 24, 2022 31 minutes ago, port-ton said: Excuse my ignorance again but why would an investor want to invest their money for 14% or whatever of Greenock Morton Football Club? We are at best a break even entity and at worst a money leaking liability. What's the incentive to being a minority owner in something you have little power over and aren't ever likely to make a return on your investment? The fact Gordon Ritchie has came out from his cave to interview in the tele regarding this is even more of a red flag for me. Ive had no interactions with him but from the outside he sits in the background pulling the strings while keeping quiet. Not 100% convinced from anything I've seen of him that he has mortons best interests at heart. Being in the Sunday Times rich list with a wealth of billions, I'd guess. TIME FOR CHANGE! Link to comment Share on other sites More sharing options...
TRVMP Posted May 24, 2022 Share Posted May 24, 2022 6 hours ago, vikingTON said: Thanks for the clarification, but how important are these powers in our current position? Surely the point of the exercise is that MCT and any external investors need to be on the same page when it comes to investment decisions at the club? If I were being courted for investment - which I'm not - then I'd want myself and any other external investors to exercise some check over a fans' group that has only been around for a handful of years. MCT could easily drive the club into a ditch as owners without having any malicious intent at all. I don't see why it's a bad thing that MCT does not get to run the club in the same way that GC did, to the detriment of all other interested parties. Sharing power and increasing scrutiny should make the stewardship of the club stronger overall so long as there's not a belligerent minority interest. It's a judgement call. I don't think it's guaranteed to be a bad thing. I do think that it throws the fan ownership model into doubt if the ownership then can't override veto. There is of course the opposite view, that scrutiny and consensus can help, but it's not clear to me that interest on the part of the fans can be sustained if they can be ultimately overruled. Link to comment Share on other sites More sharing options...
port-ton Posted May 29, 2022 Author Share Posted May 29, 2022 communications@mortonclubtogether.co.uk MCT EGM Q&A 29 May 2022 EGM Questions and Answers Why is this happening now? We received an approach to purchase shares in the club, and that stimulated a discussion at MCT board level about how we could look at different and innovative ways of raising additional funding for the club on top of what MCT contributes. What has the club been doing to raise additional revenue from alternative streams? Alongside season tickets and the new home kit being on sale much earlier than last season, the club has launched a new business club scheme, is looking into more ways the facilities at Cappielow can be utilised on more than just matchdays, and is in negotiation with companies who are interested in significant sponsorship arrangements. From an MCT perspective, we have also had a number of conversations with similar community owned clubs to learn from what alternative funding sources they have outside of traditional sponsorship agreements. Does this mean that community ownership has failed? It doesn’t. Community ownership has enabled the club debt to be eliminated and Cappielow’s future to be secure. We can continue to run the club, but additional investment increases the club’s annual budget. Money can be invested into the maintenance of our iconic home, along with increasing the playing budget and continuing to have a buffer to cover unexpected costs which continue to arise. Was this in MCT’s plan all along? It wasn’t. It was discussed and agreed upon at an MCT board meeting prior to communicating out to our members about our intention to hold the EGM. Approving the motion enables MCT to explore the options for greater investment and provides flexibility in discussions with potential investors. What’s happened to MCT’s Patrons? It was previously said we’d have more, why aren’t we pursuing potential investors to go down that route? MCT’s Patrons are content to donate money to the club with no benefit in return. Other individuals or companies have indicated they’d like to invest but wish to own shares while they do so. This allows us to cater to both groups. The MCT volunteers tasked with growing our membership numbers are continuing to look at ways to expand the Patrons offering. All MCT contributions previously went to the first team budget, has that now changed? At the MCT AGM last year, the membership voted to extend the payments to the club to cover all club expenditure, but still primarily supporting the playing budget. Where will the money potentially invested through this go? It allows the club’s annual budget to increase, covering all club expenditure, from the playing squad to Cappielow maintenance and upkeep. Why aren't MCT contributions to the club done as a loan or another means, so we could later have share issues that would convert the debt to us into shares to cover our investment, and then we could get others investing without diluting our shareholding? Our idea was to make the club debt free, not to transfer one debt for another. Can MCT issue additional shares instead of diluting the shares it owns? Yes we could do this, but this suggested route is quicker and simpler. Can you explain the finances used in the example again, they don’t seem to make sense? MCT own 89% of the shares in the club, with the other 11% owned by a large number of individuals who’ve previously bought, or been gifted, shares. We are planning to offer the opportunity to sell up to a maximum of 38.9% of shares, in blocks of 5%. A 5% shareholding is set at a value which is 10% of the annual MCT contributions. At present, MCT contributes around £180,000 per year. Therefore a 5% shareholding at present is valued at £18,000 per year under this proposal. As an example, if two investors purchased 5% blocks of shares this would be worth an additional £36,000 per year for the club. As a result, the shareholding of the club would be: MCT - 79% Other existing shareholders - 11% New investor A - 5% New investor B - 5% Shouldn’t the 11% of individual shareholders that also own the club be offered to increase their shareholding? It is always open to them to purchase additional shares. Have investors indicated the percentage of shares they wish to acquire? We are in the very early stages of discussions, but it looks likely that 5% batches would be most likely. Will new investors be working on a one vote system in the same way MCT members do when they contribute monthly? The MCT membership will continue to have one member one vote and MCT will retain a majority vote on the Morton board. The individuals or companies investing in these shares would be purchasing shares from MCT, this does not make them MCT members. Why hasn’t the identity of any potential investors been disclosed to MCT members? Early discussions have begun on the strict understanding that the identity of the potential buyers remains confidential. When a “completed” deal is done, their identity will be disclosed and the membership asked to vote “yes” or “no” on the sale of shares. Will the identity of any potential investors be disclosed to MCT members at the EGM? As outlined in the previous answer we are under certain legal restrictions in what we can and cannot reveal to members at this time. When will we find out the identity of the investors? After the details are agreed at board level, the MCT membership will be asked to approve the sale and the investors will be named. There will be no need for a general meeting for this vote. It will likely be done via email. Will the annual investment we’re expecting potential investors to make be legally binding? Yes. It will be written into the contract of sale. How will the investment work in practice? There are many options that can be pursued, but the working plan at present is that they will hold the shares for as long as they invest the agreed sum annually into the club. If they fail to make payment, the shares will revert to MCT. It may be an option for ownership of the block of shares to transfer to the investor after, perhaps, 10 years of contributions have been paid. Does it just continue, or will it end at a point in time in the future? That depends on the negotiations with the investors. Will investors be acquiring shares in the newly created property company, or in GMFC Ltd? The property company is not included. It is only the football club shares that are being discussed. Has any tax advice been taken on the implications of the potential dilution of ownership below 75%? In particular, given Cappielow was transferred to the new property company on a no gain/no loss basis for corporation tax purposes as a result of it’s greater than 75% shareholding, has it been considered whether a dilution of the property company’s investment in GMFC Ltd would trigger a degrouping charge? That has been considered. If we reach the stage of having provisional agreement then specialist advice will be sought before finalising any agreement. Why would they choose to invest in the club in this way? The early discussions we’ve had have been with Morton fans who believe in the model of community ownership and believe it’s an attractive proposition to be involved with. Would the potential investors be contributing monthly, or would they be paying up front? Most likely on an annual basis, but it is open to negotiation. Can any potential individual or business investing buy more than 5% of shares at a time? Can one individual or business buy all 39.9% of all available shares MCT has to sell? They can, but that is not our intention. Would they have to hand back the shares they’ve purchased if in the future they decide to stop investing? Yes, that is our proposal. There may be a time limit (e.g. pay 10 years investment and you own the shares outright) but that is subject to negotiation. Will there be a built in annual review with investors to check it’s working as intended? Yes, that will be part of the contractual agreement. Have investors indicated whether or not, in the event of there being profits available for distribution, they would expect dividends to be paid? If the club was to make a profit any excess funds will be reinvested into the club budget to increase the playing budget and fund the ongoing upkeep of Cappielow. Before we could even consider making a profit we could easily spend large sums bringing Cappielow up to standard or investing in new training facilities, for example. It’s our intention to invest in our community as part of community ownership, that is what is attracting potential investors. Why are they matching contributions, why aren’t we asking them to pay more due to them reducing MCT’s shareholding? We believe this offer is fair to the potential investors. They will be investing but MCT will remain in control of the club. Who and how will it be decided who to accept potential investment from? The MCT board will discuss all offers and MCT members will be asked to vote on approving them, or not. Next Home About Q&A Feedback Loop News Social Contact Join MCT Sign Up Contact Us Good people will do good things, bad people will do bad things, but only with religion do good people do bad things! Link to comment Share on other sites More sharing options...
dunning1874 Posted May 29, 2022 Share Posted May 29, 2022 Confirmation that each individual deal with investors will be put to a membership vote before it goes through has tipped me back to a yes vote, but I do still think there are points to be raised about this. Before voting yes I’d like to see exactly what the wording of the new article will be that ensures the membership get to vote on each and every sale, and what exactly will be disclosed to the membership about the sale along with the identity of the investors. Will we get to see the terms of the deal in relation to other points touched on in the Q&A, such as the length of time before the shares are permanently theirs with no further investment required? If not, how do we know someone’s not only compelled to invest £18K for 2 years rather than 10, for example? We need a concrete answer on what the voting mechanism will be for that because the Q&A only says “likely” by email while flippantly dismissing the need for another General Meeting. If the membership want it there’s absolutely a justification for an EGM to hold the vote on any sale of shares, if necessary with the prospective investor in attendance as well so the membership have the opportunity to ask them questions in person if they have any concerns. Brian Wake my Lord, Brian Wake Brian Wake my Lord, Brian Wake Brian Wake my Lord, Brian Wake Oh Lord, Brian Wake Link to comment Share on other sites More sharing options...
TaunTon Posted May 29, 2022 Share Posted May 29, 2022 That's much more informative than the initial communication and answers a lot more of the obvious questions. I'm still a little concerned about the direction of travel but I equally accept that given the limitations of raising what we will need to start upgrading Cappielow and the playing staff it may be a sensible option. Link to comment Share on other sites More sharing options...
EanieMeany Posted May 29, 2022 Share Posted May 29, 2022 AWMSC Link to comment Share on other sites More sharing options...
The Bewilderedbeast Posted May 29, 2022 Share Posted May 29, 2022 1 hour ago, dunning1874 said: Confirmation that each individual deal with investors will be put to a membership vote before it goes through has tipped me back to a yes vote, but I do still think there are points to be raised about this. Before voting yes I’d like to see exactly what the wording of the new article will be that ensures the membership get to vote on each and every sale, and what exactly will be disclosed to the membership about the sale along with the identity of the investors. Will we get to see the terms of the deal in relation to other points touched on in the Q&A, such as the length of time before the shares are permanently theirs with no further investment required? If not, how do we know someone’s not only compelled to invest £18K for 2 years rather than 10, for example? We need a concrete answer on what the voting mechanism will be for that because the Q&A only says “likely” by email while flippantly dismissing the need for another General Meeting. If the membership want it there’s absolutely a justification for an EGM to hold the vote on any sale of shares, if necessary with the prospective investor in attendance as well so the membership have the opportunity to ask them questions in person if they have any concerns. My thoughts exactly. Link to comment Share on other sites More sharing options...
irnbru Posted May 29, 2022 Share Posted May 29, 2022 1 hour ago, EanieMeany said: If MCT’s stake was reduced to 51%, what would stop the other party/parties buying up 2% of the shares from the other 11% to reduce the MCT balance to under 50%? Is that possible and would MCT have any power to prevent it if it is? If MCT have 51% it's impossible for anyone else to have more than 49%? Link to comment Share on other sites More sharing options...
StuartTon Posted May 29, 2022 Share Posted May 29, 2022 1 hour ago, EanieMeany said: If MCT’s stake was reduced to 51%, what would stop the other party/parties buying up 2% of the shares from the other 11% to reduce the MCT balance to under 50%? Is that possible and would MCT have any power to prevent it if it is? I’d have another think about this if I was you… Link to comment Share on other sites More sharing options...
EanieMeany Posted May 29, 2022 Share Posted May 29, 2022 1 minute ago, irnbru said: If MCT have 51% it's impossible for anyone else to have more than 49%? Oh aye, right enough, haha. Still though, the possibility of another group/groups being able to get to 49% would surely present a bit of a power struggle if those people are pumping in significant amounts of money on their own. I just find all of this quite uncertain, there doesn't even seem to be a firm proposal in place from MCT, just a rough outline of something; it seems like opening a door to unknown outcomes rather than to a specific option being on the table. The bit about a simple yes or no vote via email once a deal is agreed is a bit vague too. Are people going to be given the exact specifics of each deal? Or is it just going to be "x wants to buy 5%, we've made a deal with them, yes or no"? If there's going to be negotiations involved with each interested party, wouldn't it be better to simply present each one to the membership as it happens rather than putting out some vague proposal which it appears isn't necessarily going to be what gets agreed? Quote What’s happened to MCT’s Patrons? It was previously said we’d have more, why aren’t we pursuing potential investors to go down that route? MCT’s Patrons are content to donate money to the club with no benefit in return. Other individuals or companies have indicated they’d like to invest but wish to own shares while they do so. This allows us to cater to both groups. The MCT volunteers tasked with growing our membership numbers are continuing to look at ways to expand the Patrons offering. On this, current "patrons" may be content with that, but what about other ones? I wrote about roughly this in another thread, suggesting a socio-type model would potentially be much more appealing whereby there's something in return for contributions, even if it's just a discount on merch etc. The appeal has to be pushed beyond people who will always cough up no matter what, and (imo) there should also be incentives to keep contributing if things aren't going well on the pitch etc - again, member rewards would be a way of doing that rather than just assuming people are going to keep forking money out regardless. If you subscribe to MCT and buy a season ticket, supporting Morton is really quite wildly expensive, and that has to be justified. Also, on a broader note, MCT often mention how they "kept the stadium". There wasn't any remotely palatable option that didn't include the stadium, the only people who were ever willing to countenance such a thing was them before the reaction to it forced a change of plan so I'm not really sure its an achievement of fan ownership in itself. AWMSC Link to comment Share on other sites More sharing options...
TRVMP Posted May 30, 2022 Share Posted May 30, 2022 I'm still not fond of this static valuation of 5% of the club. If that's the valuation today - alright, fine. But it should be constantly open to review. If, hypothetically, we have people queuing around the block wanting their 5%, we should assess that demand accordingly and bump up the price. (Of course, if there's no takers after the people currently interested, that changes things.) And above all else, the answer to this question didn't address the most pertinent point - if MCT's ownership is diluted, yet our annual payment to the club remains static, then how does that work against a static valuation? Why can't we just reduce our annual contribution commensurately? I'm less excited about paying my current monthly fee to own 51% of a club than I am 89%. If we drop below 75% I'd reassess my membership in full, frankly, but even if we don't, this feels like MCT members are just being treated as wallets with mouths, while everyone else gets treated like a serious negotiating partner. I appreciate MCT's answering questions but the valuation remains open to question and the dilution of MCT's ownership still clearly implies our continued contribution on the same terms. That's not acceptable to me, so I'll still be voting no. Link to comment Share on other sites More sharing options...
TRVMP Posted May 30, 2022 Share Posted May 30, 2022 2 hours ago, EanieMeany said: Also, on a broader note, MCT often mention how they "kept the stadium". There wasn't any remotely palatable option that didn't include the stadium, the only people who were ever willing to countenance such a thing was them before the reaction to it forced a change of plan so I'm not really sure its an achievement of fan ownership in itself. That jumped out at me as well. I'm trying not to be negative for the sake of it but did these guys really think "ownership" without the club's main asset being under our control was appropriate? The only people, like you say, who would ever have accepted that were the Raes and some of the MCT higher-ups. Everyone else would have seen it for what it was - the kiss of death. MCT have improved markedly in recent months, and today's communication is welcome... but it's still alarming to me how they see things sometimes. I can't help but feel the membership is being taken for granted while they chase after some magic beans. Link to comment Share on other sites More sharing options...
HamCam Posted May 30, 2022 Share Posted May 30, 2022 I believe MCT has been chasing down those with magic beans but evidently the investors have not been forthcoming without being given something in return. In the current economic climate, bringing in new investment is undoubtedly a challenge but MCT require to be wholly transparent as to why this avenue is the optimum option going forward and what it means for the members of the organisation. Link to comment Share on other sites More sharing options...
TRVMP Posted May 30, 2022 Share Posted May 30, 2022 It's a challenging environment for ham-and-eggers like us, too. Nobody at MCT has yet tried to answer this question - why should our individual contributions remain at their current level if our ownership decreases? If the answer is "because you love the club" then why isn't that applicable to the new investors as well? We're being taken for mugs. Link to comment Share on other sites More sharing options...
TRVMP Posted June 6, 2022 Share Posted June 6, 2022 The meeting is at 7pm tomorrow. Link to comment Share on other sites More sharing options...
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