Takeover closing in

Last updated : 28 May 2012 By Stuart Gillespie

One of the main issues with the CIC from people who are both for and against the proposals, which they say will give control of the club to the supporters, has been communication. All had been quite for a wee while as the Ken McGeoch storm blew over so I'm sure I wasn't the only one surprised to hear them announced they'd hope to be in control by July 4 (sparking the inevitable Independence Day remarks). They also announced a few other changes to the set-up so lets have a look at what we've learned this week. Before that though, two disclaimers:

1. Anyone who reads this site regularly (not too many people admittedly) will have worked out by now that I'm not exactly in favour of what is being proposed. I'll try to be balanced in this piece but if you think I'm being overly negative it's probably because I am negative about the proposal. Just thought I'd make that clear.

2. This article would have been written and online days ago but for a combination of man flu, lack of time and deciding to enjoy the fantastic weather rather than slave away indoors at a computer, which is what I have to do during the working day. Apologies for that, but how often do we have temperatures like we've had this week in Scotland?

Enough of that, let's get down to business. I realised after writing this that the random headings gave it the appearance of utter fruit loop David Leggat (read http://leggoland2.blogspot.co.uk/ to see what I'm on about) but I decided to leave them in for fun.

WE HAVE A DATE!

Indeed, about two years after this whole proposal started coming together, we finally have a proper, no turning back deadline - unless Duff and Phelps get involved. Fans have until June 15 to pledge their support. A bid will then be made and, if accepted, the CIC could be in place by July 4.

The 10000Hours website (www.10000hours.org) claims a deal has been agreed "in principal" with the directors looking to shift their 52 per cent controlling stake in the club. I don't know all the ins and outs of all this (I'd imagine few people outside those directly involved will) but I'm intrigued how a deal can be agreed when the buyers don't yet know how much money they're going to be able to offer.

GORDON SCOTT IS DONATING HIS SHARES!

Well, kind of. Former director Gordon Scott, who tried to buy the club in 2010 before getting into bed with the CIC people last year, is selling off his shares in blocks of 1877 for £25,000 a shot. However, he he is not donating them as some people seem to think - the Paisley Daily Express pointing out he will "technically become a creditor". He will, therefore be entitled to get his cash back, although claimed on Black & White Army he won't be looking for the money back until the loans taking out to buy the shares are cleared and the CIC is £100,000 in the black. But by coming to this agreement he has managed to find some value for his shares which were part of the 48 per cent not up for sale and about to be made worthless.

Now, Scott has been involved in the CIC since last year. The deadline for people pledging support and agreeing to buy these shares (and we'll come on to why you'd want to do that in a moment) is less than a month after this news became public. So why are they only doing it now? I'd imagine people would want a wee bit of thinking time - after all, £25,000 is not an insignificant amount of money - so could this not have been announced a few months ago to give people a chance to to make up their minds?

The cynical part of me thinks the CIC is desperate for money and is making a hail Mary play in one last bid to get the cash they need to meet the consortium's asking price. The Herald claims Scott has about 17,500 shares - enough for nine of these packages, which would raise £225,000 (I reckon it works out at just under £13 a share). I've no idea how many they hope to shift but I'd be surprised if five people decide in the next few minutes to stump this up (not including current or future directors).

MORE EXCLUSIVE OFFERS!

Yup. Those of you who remember the original CIC recall will remember there were three levels of membership with three different prices to match. Well, the new model now has as many. Those paying £25,000 will get 1877 shares and also a place on a soon-to-be-formed non-executive board of the club, which could then lead to a non-executive place on the club's proper board. There's also a place in a soon-to-be-built viewing box (no mention of who will pay for this), free food and drink, a club suit and tie and use of the boardroom. All sounds swell - and if you already own 1877 shares then you can also apply for all these benefits. Ken McGeoch take note.

People who take up this offer will also get the benefits that go with the 87 Club, which now includes 20 shares in St Mirren (presumably from Scott's shareholding).  This includes free parking spaces, fast tracking at the members bar (seems a bit unfair on the £10 a month folk) and so on. Richard Atkinson, the director who is heading this whole thing, claimed before that they couldn't offer things the club already makes income from - such as season tickets. There is a debate as to whether some of this stuff crosses that line but there's a far bigger issue out of this.

WHAT HAPPENED TO ONE MEMBER, ONE VOTE?

The most recent remodelling of 10000Hours changed it to an equity system where you could throw in £10 or £10,000 a month but everyone still had just one vote. The people behind the CIC have announced that if more than 75 per cent of folk go with a motion, they will use their 52 per cent to push that through. If, to use their own example, it's 50/50 then they will split the shares accordingly - so 26 per cent will vote for one and 26 per cent will vote for the other. Apparently this gives "meaning" to folk in the 48 per cent and means they have a "massive say" in the club. Except...

If you've found the spare £25,000 to invest in the new package you get to use your vote at the CIC meeting. Then off you pop to the AGM/EGM and get to vote again - or another 1877 times if it comes down to individual shares rather than a show of hands. The £10 a month member doesn't get to do that unless he already owns shares, which not everyone does (myself being an example of that). One member, one vote? Uhm, no.

AN INTERIM BOARD!

If things go through there won't be an AGM (I'm assuming of the club rather than the CIC) until November. To take things through to then there will be an interim board, consisting of Scott, Atkinson and Tony Fitzpatrick, who has been involved in 10000Hours. So by trading in his shares Gordon Scott has managed to get himself a seat on the club board - usually you have to buy shares to become a director, not sell them! The lack of some sort of fan or community involvement at this stage is also extremely worrying. We are told there will be a five man board but details of who the other two are haven't been existed, no doubt due to the usual confidentiality nonsense.

By November the CIC and non-executive members boards will have been formed at which point - and I quote - "the shareholders will vote members of both onto the club board". Now, it may be that this is ridiculously bad worded but it looks to me as if you'll have to be a member of both of these boards to stand a chance of getting onto the club board. So you pay £25,000 for your non-executive membership, get onto that board, get yourself voted onto the CIC board and only then are you allowed onto the club board. No chance of a place if you're only paying £10 a month for bog-standard membership. If this is indeed the case, and not just something very badly worded, then it is nothing short of a disgrace.

Even if it is not badly worded it is still shocking. Let's suppose it means the new football club board members will comprise of people on the CIC board or the non-executive members board. By paying £25,000 for a non-executive board membership you are bypassing the part of the process where you are supposed to be chosen by the fans. That can't be right. We're also now back to three boards, which the original plan had. The new model was meant to be more streamlined. The joke/rumour the first time around was we needed so many boards because so many people had been offered places on them. Have we reached that stage again?

WE HAVE A FUNDER!

One of my big problems with this whole process is the amount of stuff that is being treated as confidential when it is clearly not. A fine example of this was with the original model and we couldn't be told who the corporate members were due to confidentiality reasons - despite the current board, Fitzpatrick and other people saying in the launch documentation they would be taking up corporate membership! We've had the same problem finding out who the social investors are who will provide the loans that will then be paid back by the subscriptions. Well, an unnamed financial expert (who could that possible be?) told the Paisley Daily Express we didn't need to worry about administration with the CIC because "they would only owe money to one short-term lender - a funding body called Big Issue Invest".

As the name suggests, Big Issue Invest is involved with the Big Issue (I can hear the jokes already). To get cash from them you have to be helping a "disadvantaged population". Hmmm. And you need to be up and running for two years, which the CIC has not (although the Big Issue Invest website days say they take newer cases on a case by case business). This requirement also stuck out at me: "a history of positive cash generation from trading or a clear near-term path to surplus cash generation". Well the CIC hasn't had anything to generate cash from and how can they generate surplus cash when they're going to spend the next few years clearing a debt? And that brings me nicely on to...

THE CASE OF THE MISSING MONEY!

Christ I really am going all LeggoLand now. Anyway, the unnamed financial expert says Big Issue Invest is the only short-term lender we're involved with. Now, I can't say for certain it's our only lender but I certainly get that impression. Which makes these sections of articles from the PDE rather odd:

May 3: "Irvine haulage firm boss Atkinson has already secured around £1million from public funding agencies".
 
May 22: "with the cash raised being used to pay back a £500,000 loan taken out by Atkinson in order to buy a controlling stake".

So in less than 20 days £500,000 seems to have gone missing - or there may be a long term lender. However, I can only speculate due to the lack of details about who the funder(s) is/are being revealed and how much they're pledging. If the PDE are are being provided with accurate figures it is a worrying situation.

SOMEONE ELSE IS INTERESTED!

How convenient. Less than a week after the CIC tells us it's time for the final push to buy the club, with Scott saying you never know who could get their hands on the club if you don't support the bid, it turns out parties are just queuing up to make an offer. After more than two and a half years of the club being up for sale. To quote Saturday's PDE: among the "'international parties' to have shown an interest in snapping up the Paisley club are a group led by former Livingston chairman Angelo Massone and another firm from Eastern Europe".

I cannot prove that these people aren't interested in the club but my cynical side is coming out again. It's a huge coincidence that just days after a deadline has been set, fans are being told they must back this bid because two parties - one (Massone) who has already been ridiculously stupid in his running of a Scottish football club - are waiting to pounce. It smacks of what happened a few months ago when the CIC needed a boost in numbers, the board of directors were due to get 10000Hours equity and suddenly Ken McGeoch was being smeared through the papers.

The board have already said they'll only sell to the right person. Massone was interested before and told where to go. Has the selling consortium's stance changed? I have no idea, but new bidders suddenly appearing seems rather convenient. Of course, it's happened before recently - Bill Miller had an offer accepted for Rangers and by the time he pulled out less than a week later three new parties, including Charles Green, had appeared on the scene.

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