fbpx
News

Latest News

  • Club

    Investment proposal amended

  • Women

    Trio secure contract extension

  • First team

    Filip Stuparevic has arrived

  • First team

    Callum Slattery signs on

  • Women

    An update on player departures

  • First team

    Zach Robinson signs two-year deal

  • First team

    Ross Tierney bids farewell to Fir Park

  • First team

    Say hello to Ross Callachan

  • First team

    Season Ticket discount for cup tickets

  • Club

    Investment update

  • Club

    Investment proposal amended

    Investment proposal amended

    The Board of Directors of Motherwell FC have had further discussions with Erik & Courtney Barmack (Wild Sheep Sports) in relation to their proposed investment into MFC.

    Both parties have considered all feedback received to date during the on-going consultation period.

    Consequently, it has been agreed to amend the investment proposal as follows:

    1. The new proposal is that at the end of the 6-year investment period, the Well Society remain the majority shareholder in MFC with 50.1% shareholding.

    As a result, Wild Sheep Sports shareholding reduces to 47% from the original proposal. The balance of shares would still remain with the existing other shareholders.

    Therefore, Fan Ownership is guaranteed with the Well Society remaining the majority shareholder by itself.

    2. The 50.1% majority shareholding of the Well Society would be achieved by converting half of the debt that was going to be removed in year 6 into shares for the Well Society.

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

    3. The new proposal also reduces the buyback amount from £660k to £630k, making it easier for the Well Society to exercise the call option should they feel that Wild Sheep Sports is not adding strategic value to the Club.

    Should any shareholder or Well Society member require any further information please contact shares@motherwellfc.co.uk or members@thewellsociety.uk.

    Voting will commence on the 8th July, with MFC shareholders and Well Society members receiving further information on how to do so in due course.

  • Women

    Trio secure contract extension

    Trio secure contract extension

    Sarah Gibb, Rebecca Cameron and Laura McCartney have extended their stay at the club after agreeing a contract extension.

    Midfielder Laura McCartney will remain with the women of steel for a fourth consecutive season after initially signing on loan in 2021 before making the move permanent last summer.

    Recent 2023 acquisitions Sarah Gibb and Rebecca Cameron will commit to their second season in claret and amber after signing on a permanent basis from Glasgow City and St. Johnstone respectively last term.

    “This is another positive step in our preparations for the forthcoming season,” Head coach Paul Brownlie said.

    “Sarah has settled really well into the squad and has developed her game as the season has progressed. I’m excited to see that progression continue this season.

    “Laura has had a tough time with injuries, and getting her back in action was a significant milestone. The season ahead is the perfect opportunity for Laura to find regular first-team action.

    “Rebecca has had to bide her time for an opportunity, with Emily performing to a high standard, but when called upon, Rebecca has impressed myself and the rest of the coaching staff. Competition for places is key and crucial to driving high standards on the pitch.”

    Gibb cemented her place at the core of the Motherwell midfield over the entirety of her maiden SWPL campaign, featuring on 30-occasions, with the youngster capable of playing in a variety of positions, providing versatility within the Motherwell midfield.

    “I’m so happy here,” Gibb explained.

    “There’s nowhere else I’d want to be. I want to be apart of the club and try to reach the next level with this group of players. The staff have been excellent with me and have made me feel really valued at the club.”

    The return of Laura McCartney from a serious long-term injury – that ruled the midfielder out of action for over two-years – positively influenced the depth of talent in the Motherwell backline. As the squad prepare for the forthcoming season, McCartney will be determined to regain the early signs of momentum shown in a Motherwell shirt.

    “I can’t wait for the season to start,” McCartney emphasised.

    “Returning to competitive action after an extensive amount of time on the sidelines was a real milestone moment for myself last season and pre-season will be the perfect time for myself to continue that return to regular match action.”

    23-year-old shot stopper Cameron closely-fought fellow teammate Emily Mutch for a place in the Motherwell goal, impressing in an inspired performance over eventual league champions Celtic.

    “Last season was a really good introduction to the squad and the club as a whole,” Cameron explained.

    “Emily and myself have really pushed each others standards which has been a very positive and healthy competition for places. Extending my time at the club for the season ahead is exciting for myself personally and I can’t wait to get started.”

  • First team

    Filip Stuparevic has arrived

    Filip Stuparevic has arrived

    Filip Stuparevic has finalised his move to Motherwell on a two-year deal, with the club having an option of a further year.

    The 23-year-old Serbian forward made his Serbian top-flight debut at the age of 15 with Voždovac. That appearance in July 2016 meant he became the youngest player to ever play in the Serbian first tier.

    After a year of development, he scored his first goal for the club at the age of 16.

    He enjoyed two seasons at Voždovac, making over 35 appearances and scoring two goals before Watford secured his signature. It was reported that the likes of Valencia and Juventus were also looking to sign the forward.

    The Premier League side signed the then 18-year-old, in a reported multi-million pound deal, but he remain on loan Voždovac, where he made a further 31 appearances, scoring eight goals.

    In his second year as a Watford player, he joined Příbram in the Czech Republic for six months before returning to Voždovac for the second half of the campaign.

    Stuparevic left Watford in 2021 to join Serbian side Metalac Gornji Milanovac where he netted five in 28 games across all competitions.

    A short spell with United Arab Emirates side Al Urooba would come next before he joined Domžale in Slovenia.

    Last season, he scored seven goals in 23 games in all competitions and became a real fan favourite. With his deal expired, the Slovenian side offered Stuparevic a new deal but an agreement could not be made.

    Now he moves to Scotland looking for the next step in his career.

    “With over 100 games played in the Serbian top-flight, I think you can see he has experience,” manager Stuart Kettlewell said.

    “He had a really successful start to his football career and burst onto the scene. I think when you have teams in the Premier League and teams like Juventus interested in you, it shows us all the talent Filip has.

    “Filip had a really good season last year and having watched all his games, I know the type of player we’re getting. He has real flair and can do a lot of good when on the pitch.

    “I think everyone will see he can score, assist and work hard.”

  • First team

    Callum Slattery signs on

    Callum Slattery signs on

    Callum Slattery has signed a contract extension with the club.

    The midfielder has put pen to paper on a one-year deal, with club holding the option of a further year.

    “It’s so good to continue my stay here,” Slattery added.

    “I’m thankful to the club for the faith and trust they have shown. I know I can get back to the levels I’ve shown before and more.

    “My focus is now just getting fit and getting back out there. I’m really missing playing in front of everyone at Fir Park. I will continue my recovery and look forward to seeing everyone again soon.”

    Slattery first joined Motherwell in 2021, and has gone on to make 94 appearances thus far. He suffered a serious knee injury in training back in January and has been sidelined since.

    On track for what he claims was going to be one of his best seasons in his career, Slattery continues his recovery during the off-season.

    “Callum’s injury was a setback for the team but also for him personally,” manager Stuart Kettlewell said.

    “He had been playing regularly, scoring goals and helping the team. His confidence was high and I was gutted for him when he picked up the injury.

    “However, there is no doubt in my mind that Callum will get back to that level of performance when he returns. So, for that reason, we’re delighted that we have agreed a deal with him.

    “His recovery is going well and he’s working hard behind the scenes.”

  • Women

    An update on player departures

    An update on player departures

    Tara McGonigle, Morgan Hay and Katie Andrews will all depart the club following the expiry of their contracts.

    McGonigle and Hay both traded ML3 for ML1 last summer, as the pair departed local rivals Hamilton for claret and amber. However, both couldn’t establish a consistent place in the starting XI and were loaned out to SWPL2 survival hopefuls Gartcairn. The duo played a fundamental role in lifting Gartcairn from the foot of the SWPL2 league table to an eventual sixth-placed finish.

    Shot-stopper Katie Andrews joined the women of steel at 16-years-old from Queens Park in 2021 and spent three seasons with the women of steel including two loan spells at Gartcairn and Glasgow Women respectively.

    We thank Tara, Morgan and Katie for their efforts at Motherwell and wish them all well for the future.

  • First team

    Zach Robinson signs two-year deal

    Zach Robinson signs two-year deal

    Stuart Kettlewell has added Zach Robinson to his squad ahead of the new season. 

    The former Dundee and Wimbledon striker has signed a two-year deal with the club.

    “It’s pleasing to see another new face at the club,” manager Stuart Kettlewell said.

    “Getting so much business complete early on gives us a real base to work with.

    “Zach is still young but has good experience of football in Scotland. He knows where the back of the net is and he adds more options for us up the top end of the park.”

    Robinson is a product of the AFC Wimbledon academy, breaking into the first-team in 2019. Throughout his five years with Wimbledon, he has enjoyed a number of loan spells with the likes of Basingstoke, Leatherhead, Woking, Hemel Hempstead and Hampton and Richmond.

    After these successful loans, he signed a new two-year deal with AFC Wimbledon before joining Dundee in the Championship as they looked to bounce back to the top-flight. During his first season at the Dee, he scored eight goals in 19 games and was recalled by his parent club in January.

    He returned to Dundee shortly after and continued where left off. Leading the line as Dundee stormed to the Championship title, the 21-year-old finished on 12 goals in 29 games during the league campaign.

    In the summer of 2023, he returned to Dens Park for another season-long loan where despite injury and limited minutes, scored six goals in all competitions, one of which was against Motherwell back in the 3-3 draw at Fir Park in December.

    He left AFC Wimbledon at the end of the season, having been there since 2017 and joins Motherwell for the next two seasons.

    “I’m really happy to be here,” Zach Robinson added.

    “I’ve only heard good things about the club from people that I’ve talked to. Everyone I have met has been great and it just makes the move so much easier.

    “I feel like I’ve got more to give and this seems like the perfect place to do so with all the excellent staff that are at the club.”

  • First team

    Ross Tierney bids farewell to Fir Park

    Ross Tierney bids farewell to Fir Park

    Ross Tierney has departed the club joining Irish side Bohemian F.C. for an undisclosed fee. 

    The 23-year-old made 38 appearances, scoring four goals since joining the club in 2021.

    Scoring against both Rangers and Celtic, and netting a last minute equaliser against St Mirren, Tierney was part of the side that clinched European football in the 2021/22 season.

    Tierney went out on loan last season to League Two side Walsall and made 35 appearances down in England.

    He now joins his former team Bohemian for a second spell.

    The club thanks Ross for his service and wishes him all the very best in the future.

  • First team

    Say hello to Ross Callachan

    Say hello to Ross Callachan

    Ross Callachan has joined the club on a one-year deal, with an option of a further year. 

    The 30-year-old makes the switch to Fir Park after his contract expired with Ross County last month.

    “I’m delighted to have Ross at the club,” Manager Stuart Kettlewell said.

    “He’s been unfortunate over the past year with certain injuries that forced an extended spell on the sidelines, but Ross has recovered well and is ready to kick on this season.

    “Ross is an experienced professional especially throughout Scottish football, and we believe he can really add quality to our midfield.”

    “I can’t wait to get back onto the pitch,” Callachan said.

    “Last year was a tough season for myself personally, but my recovery has gone to plan and the opportunity to play for Motherwell was something I simply couldn’t turn down. This feels like the perfect next step in my career.”

    Centre midfielder Callachan represented Raith Rovers at youth level before joining their first-team in 2010, making his senior debut at the end of the 2010/11 season.

    After seven appearances the following season, he spent some time out on loan with Mussleburgh Athletic.

    He then became a regular feature for Raith Rovers in the seasons that follow and accumulated over 160 appearances before moving to Hearts for an undisclosed fee in 2017.

    In his only season in Edinburgh, he made 25 appearances, scoring four goals before switch to St Johnstone.

    After 18 months at McDiarmid Park, he made a loan move to Dens Park in the January of 2020. His short stint in Dundee would be tainted with injury as the midfielder suffered a leg fracture and only made four appearances.

    Once football returned following the Covid-19 lockdown, he joined Hamilton Accies in the Premiership. He spent one season at Hamilton, where he was a shining star in the side that were eventually relegated. He scored 10 goals from the middle of the park and come the end of the season, interest was high.

    Ross County eventually won the race for his signature and he moved to Dingwall in the summer of 2021. In his first season, Callachan became an integral part of the Staggies’ side that went on secure top-six status. His initial two-year deal was extended by a further two years, which kept him at the club until 2024.

    He had made 28 appearances the following season, 22/23, before he ruptured his ACL in a match against Celtic in April 2023. That injury kept him sidelined for over a year before he returned to Ross County’s bench in May 2024.

    With 126 Premiership appearances, and 127 Championship, Callachan now returns to Lanarkshire with the Steelmen as he looks to pick up where he left off prior to his injury lay off.

  • First team

    Season Ticket discount for cup tickets

    Season Ticket discount for cup tickets

    We can confirm the price of tickets for three of this year’s Premier Sports Cup matches. 

    For our matches at Fir Park, we can confirm that a Season Ticket discount has been made available for Motherwell, Edinburgh City and Partick Thistle fans.

    If you have a Season Ticket, an adult ticket will cost £10, with all concessions costing £5.

    If you don’t have a Season Ticket, adults will be £12 and concessions will be £6.

    Motherwell season ticket holders will have until the 11th July at 5pm  to secure their own seat for the Edinburgh City match, with the ticket being added to their season card and until 25th July at 5pm for the Partick Thistle match.

    Tickets for Motherwell fans are now available to buy online.

    Montrose v Motherwell

    We can also confirm pricing has been agreed with Montrose for our match on Tuesday 16 July.

    Adult tickets will cost £12, with all concessions costing £6. There will be no discount for season ticket holders.

    Details on how to buy will be communicated shortly when confirmed by Montrose.

    Hospitality

    There will be no hospitality available for the Edinburgh City match. 

    Cooper Bar will open from 12 noon serving food and drink to both home and away supporters.

    Centenary Suite will open from 1pm for drinks only.

    Hospitality is available for our match against Partick Thistle. 

    Cooper Bar will also open from 12 noon serving food and drink to both home and away supporters.

    Combine the full experience of a match day along with exceptional and great value hospitality at Fir Park.

    Centenary Suite
    • 2-course lunch served to your table
    • Pay bar available from 1pm, half-time and one-hour after the final whistle
    • Half-time pie served with tea and coffee
    • Match ticket

    Price: £58

    Kids Price: £28 (12 and under)

    Cooper Box
    • 2x complimentary drinks served to your box pre-match
    • Access to Cooper Suite pre-match, half-time and at full-time for refreshments
    • Half-time refreshments served in the Cooper Suite
    • Indoor seat in an executive Cooper Box

    Price: £44pp

    Dress code for all areas is smart. No jeans, trainers or colours permitted.

    To book, please phone our hospitality team on 01698 338003 or email: hospitality@motherwellfc.co.uk

    Tickets for away supporters Below

    Edinburgh City

    Edinburgh City fans will be housed in Phil O’Donnell stand

    Link to purchase full price tickets is here.

    Edinburgh City have physical tickets for season ticket holders to purchase from their office at the discounted price

    Partick Thistle

    Partick Thistle fans will be housed in Tommy McLean stand upper

    Link to purchase full price tickets is here.

    Partick Thistle have physical tickets for season ticket holders to purchase from their office at the discounted price

    New Catering Company

    The club is delighted to be working with local business Tom, Dick and Harry’s Diner.  The company operate cafes in Carluke and Overtown and will be providing the catering in the Cooper Bar this season on a match day, commencing on the 13th July at the Edinburgh City cup match.

    Come along and support a local business and try out the new food menu.

  • Club

    Investment update

    Investment update

    On Monday 10 June 2024 both the club Board and Well Society Board released statements on the proposed investment from Erik and Courtney Barmack.

    Prior to a formal vote on that proposed investment, a period of consultation was built in.

    This was to ensure that when shareholders and WS members cast their votes that they do so in possession of any additional information they want – they were actively encouraged by both boards to communicate all those information requests.

    It has been suggested that the original club Board statement was too long, but the overwhelming view since its issue is that voters would like more information.

    There is also a need to address a large body of inaccurate information being shared on social media as fact.

    While differing views are to be expected on various aspects of the deal (external investment was never going to be met with unanimous approval) what should be a given is that the way people decide to vote is based on accurate information.

    Consequently, this is a lengthy statement and contains a lot of financial and legal technical details.

    It has also been suggested that the club Board should be informing voters on the investment proposal by public meeting.

    The view of the club Board is that given over 3,000 people are entitled to vote on the proposal, communicating through the publication of statements ensures all voters are privy to the same information. Public meetings, where many will be unable to attend, cannot achieve the same coverage.

    The overwhelming requests for more information can be broadly grouped into four main areas –

    • The current club finances – why did the club seek investment?
    • The valuation of the club
    • The club’s share ownership
    • The club Board
    Current club finances and why did the club seek investment

    The club is not in any imminent financial difficulty – we are not examining investment because of short term pressures.

    As the club board noted to the shareholders at its last AGM, the club did end the financial year to 31 May 2024 with sufficient cash in the bank to cover all its short-term debt.

    The club’s financial results for the financial year to 31 May 2024 are still to be finalised mainly because some of the club’s key income figures are determined by awards from football bodies etc. These are not within the club’s control and will not be finalised until the autumn. This situation occurs every year and at all football clubs.

    However, as previously reported by the club Board its financial monitoring shows the significant losses reported in the last two financial years have not re-occurred. This is primarily due to a significant increase in transfer income, some of which is still to be exactly quantified by the FIFA clearing house process, and this will play in a major role in how much profit the club will report or whether it has simply achieved a financial result around break even before depreciation and the Covid loan notional interest.

    For the financial year to 31 May 2025, if there were to be no transfer income and no significant cup runs, then for the first time in many years the club would require significant financial support from the Well Society reserves to cover its operational costs.

    This requires a number of clarifications, but it also has to be understood the club Board is limited in certain areas in the information it can release.

    Under legal and commercial confidentiality clauses etc. it cannot release details of transfer agreements, player contracts, SPFL contracts, club commercial contracts etc., therefore, requests for this information cannot be met.

    The club does not currently have an increase in season ticket income built in for the season ahead – the club reported season ticket sales during the early bird window were higher than last year but that does not automatically mean it will have an increase in season ticket numbers and sales at the start of the season.

    SPFL central revenues are very likely to show a small increase next season. While the SPFL has recently announced some new commercial deals, the figures connected to these deals being reported by some supporters on social media are wildly inaccurate.

    As noted previously, we cannot advise what the financial numbers on these deals are, but they are only likely to make a very limited difference to our income.

    We cannot allow voters on this very important matter to be under the impression that the club will not require access to Well Society reserves due to massive increases in SPFL central revenues, massive increases which don’t exist.

    A similar situation exists in regard to UEFA solidarity revenues. There is, as widely reported, a new UEFA solidarity award system coming into operation from next season.

    The exact rules for distribution are not finalised but, in a season, where Scotland has a team in the new Champions League group stage there is almost certainly a significant increase in the Club’s UEFA solidarity award. That will be the situation next season.

    However, both the club and Well Society’s boards were aware that in these challenging economic times many supporters were struggling with the cost of attending football and supporting the team.

    Therefore, the club Board agreed with the Well Society board that there would be a season ticket and gate price freeze for next season which effectively the club is “funding” through the anticipated increase in its UEFA solidarity award monies.

    In years where no Scottish club plays in the new Champions’ League group stages, and Scotland has no automatic place the season after next, UEFA solidarity awards are vastly reduced. So future income from this source would come down significantly.

    The club’s ability to finance its operations in recent years has been mainly down to transfer income. This will be further highlighted in the valuation part of this statement.

    Transfer income is by its nature unpredictable especially in an era where players can run down contracts and players in our academy system are targeted by other clubs at earlier and earlier ages with very limited or no compensation involved.

    The club has also been facing the same cost pressures as households up and down the country and like many businesses its payroll costs have been ever increasing – salaries in the football player market have been impacted by record spending from English clubs and the national living wage has increased by at least 30% in every age category over the last 3 years which drives up salary structures throughout the club.

    If the club was unable to generate significant transfer income for a period of time, then it has a number of options.

    It could seek financial assistance from the Well Society, however there is a limit to how often that can be done especially if the Well Society is on its own as a source of finance.

    It could seek to raise finance via debt which would be expensive, impossible to achieve without putting up the club’s assets, such as Fir Park, as security and therefore not a practical answer.

    It could drastically scale back its budgets / operations.

    It could seek to raise new equity.

    These scenarios have been discussed for a number of years with Well Society Boards.

    Fresh equity, with the correct investors, was always considered to be the preferred option of both boards and has also been discussed with shareholders at club AGM’s.

    It was also agreed by both boards that option is likely to be best achieved in times when the club is in a position of financial health, which is what we are trying to do.

    This process has been ongoing for months, not hastily rushed through for any financial reasons.

    The valuation of the club

    The club Board, which contains directors with experience of valuing businesses along with their network of contacts in the field of sports finance, undertook an extensive valuation exercise before negotiating terms with investors.

    There are several different commonly used methodologies in valuing a business where the shares are not publicly traded.

    The value of the equity of the club i.e. the shares in the club, in this transaction is £4m.

    Many supporters believe that a value of £4m for the club significantly undervalues the club and have queried why we would progress such a deal.

    The club Board has a different opinion and it is important to record that a number of investors withdrew from preliminary negotiations because having undertaken their own valuations they believed the club Board was significantly over valuing MFC.

    This can only be explained by going through some very detailed technical accounting using the club’s publicly available accounts (it should be noted that the club Board’s exercise had the benefit of more up to date plus the underlying financial information which it cannot for reasons previously explained fully disclose).

    Since Season 16/17 (when the Well Society took its majority shareholding) until Season 22/23 (the last publicly available accounts) the correct aggregate of the club’s accounting profit and losses is £2,336,944 (we are aware several different incorrect figures have been posted on social media).

    However, as the club Board has explained in its Strategic Reports and at its AGMs these figures contain a very unusual and complex set of accounting entries connected to the Scottish Government Covid Loan.

    These arise from the fact that the loan is interest free while most loans from parties unconnected to the club would involve interest charges.

    These accounting entries have two major impacts which require to be adjusted for in any valuation exercise.

    In Season 20/21 the Club’s Profit includes £1,501,767 of noncash accounting profit and the Club’s balance sheet excludes £1,501,767 of long-term debt.

    These hugely significant values are then reversed in subsequent accounts over the lifetime of the Scottish Government Covid Loan (over the next twenty-one years).

    Therefore, the profit over the Well Society’s ownership period is not £2,336,944 but by correctly excluding all the Scottish Government Covid Loan entries since Season 20/21 is actually £1,051,694.

    This then results in an average annual profit for the club over the Well Society’s ownership period of £150,242.

    Many prospective investors made further adjustments to this figure for two main reasons.

    The results of more recent years should be given more weight than the results from 6 or 7 years ago and we have made over £1m loss in each of the last two years.

    In addition, this profit includes £7,392,281 of transfer income which is inherently volatile.

    Applying those caveats would reduce the average annual profit for the club over the Well Society’s ownership period in the context of a business valuation to be a break even position.

    The most common way to value a business is to take a multiple of its average annual profit.

    This is also the only valuation method which requires the use of multiple years of data.

    For a less than 50% stake in a business a multiple of 8 would be considered very high end.

    If that multiple were to be applied to the non discounted club’s average annual profit of £150,242 that would result in a club valuation of £1.2m.

    The value we are discussing is £4m – which is 3.3 times higher than the average annual earnings valuation (above).

    Utilising the average annual profit of £150,242, to reach a valuation of £4m would require a multiplier of 27 which would be unheard of for a business valuation of a football club.

    Therefore, £4m is not a significant undervaluation in the view of the club Board.

    Many supporters have noted that Fir Park and the playing squad are worth more than £4m.

    They undoubtedly are – but one of the absolute safeguards in this proposed investment is that Fir Park remains in the club and cannot be sold.

    On a similar point the subject of valuing players when you cannot force them into contract extensions along with the risks around injury etc. is also a significant issue. So, to state that the club is worth much more than £4m by simply aggregating our net assets with a “value” for players is completely wrong.

    There has also been some correspondence about whether we are effectively debt free as a club. Without prolonging that there are two very clear points to make.

    As previously noted, the very unusual and complex set of accounting entries connected to the Scottish Government Covid Loan create a situation whereby £1.3m of long-term debt does not appear on the club’s balance sheet in its last set of published accounts.

    In calculating the club’s available cash, the details of the component elements of the club’s available cash need to be fully considered.

    A prime, but not the only, example of this would be that the club’s available cash at the end of every financial year contains the majority of next season’s season ticket sales.

    This ensures the club is in a position to meet all its short-term debts over the summer but to suggest that can be offset against long-term debt in some way is again completely inaccurate.

    The club’s share ownership

    The club currently has just over 300,000 shares in issue.

    The Well Society own 71% of these shares with 29% owned by other individual club supporters.

    In terms of the 29%, the majority are Well Society members to whom the Well Society sold some of its originally acquired shareholding.

    Others are individuals who owned their shares before the Well Society existed and indeed some of these shares have been in their families for generations. Some of them have also joined the Well Society.

    The investment proposal revolves around the issuing of new shares.

    Consequently, all of the just over 300,000 shares currently in issue remain in issue – they do not cease to exist and none of them are transferred to Erik Barmack.

    In return for each of his annual investments Erik Barmack receives new shares issued by the club.

    If no other new shares were issued, then Erik Barmack would own all of the new shares and in time far more shares than the current shareholders.

    If that situation was allowed to occur, then he would become the majority shareholder and have all the many resulting rights of a majority shareholder.

    To avoid any new investor becoming the majority shareholder the only way this can be achieved is for the club to issue new shares (at the exact same price) to be purchased by the Well Society and the current 29% other shareholders if they so wish, who have the legal right to be involved in any new share issue.

    This is to preserve fan ownership.

    All of the club board believe in fan ownership.

    The longer serving board members were all heavily involved in the inception of the Well Society and all sums they have invested in the club since the society’s inception have been made to the Well Society and not directly to the club.

    They do not receive remuneration from the club, they gain no financial benefit from this proposal and have the same one vote on the proposal as every other Well Society member.

    The investment proposal requires the Well Society to invest further sums to the club and as equity rather than an increase in its loan.

    This is also why the investment is being done in instalments over 6 years.

    If Erik Barmack invested all of his near £2m investment at the very beginning, then to avoid him becoming the majority shareholder the Well Society would need to almost match his investment at the same time.

    The Well Society does not have the cash reserves to do this hence the agreement to stage the investment over six years.

    Under the investment proposal in year 6, Erik Barmack would own 49% of the club’s shares.

    At this point, he would have become, for the first time, the largest shareholder in the club.

    Although the Well Society will have acquired many new shares on top of its existing shares it will have a lower % of the club’s much increased total new share capital having invested less than Erik Barmack and this would also apply to the other shareholders.

    This, however, very importantly would not make him the majority shareholder in the club.

    A majority shareholder needs to own more than 50% of the club shares.

    Most prospective investors immediately withdrew when they realised that they could not acquire at least 51% of the club.

    By ensuring the Well Society plus the other club supporters, who as previously noted are also mostly society members (and presumably when the Well Society sold them part of its shares it did so on the assumption it could still rely on their support in future years) had a block vote of 51% it is considered by the club Board that fan ownership has been retained.

    It has also been asserted that once Erik acquires his first shareholding the club is effectively stuck with him.

    That is inaccurate.

    The deal contains a buyout option after two years, which is also a concept which most prospective investors refused to consider.

    The buyout option which can be partly funded from any significant transfer fees in the next two years also does not return the Well Society back to where it started.

    If enacted the Well Society’s shareholding in the club would increase from its current 71% to close to 90%.

    There has also been discussion about asset stripping in future years.

    Given the nature of our assets and the safeguards built into the transaction its is very very difficult to see any way that could happen. It is also very rare for an investment to be made in a private company where no value can move in the first six years of that investment.

    The club Board

    The club Board has historically consisted of 2 business people with connections to the club, 2 Well Society representatives and the club CEO.

    A proposal made in conjunction with the Well Society Board was unanimously passed at the last club AGM in February that the club Board should be expanded to 8 persons to improve governance and the club Board’s diversity of skills and views.

    Moves to achieve this commenced immediately although a period of transition was always likely.

    The Well Society were invited to add a third representative to the club Board and are currently identifying who that person will be.

    The current club Board members with the approval of the Well Society Board appointed the club CEO and club FD (Finance Director) to the club Board.

    Under the investment proposal the current club chairman (who has delayed his announced retirement to maintain a working quorum on the club Board) would be replaced by Erik Barmack and he will bring with him 2 experienced business professionals to complete the new 8-person board.

    It has been asserted that this new board structure results in Erik controlling the club board and therefore the club.

    However, even if we assume the 2 experienced business professionals he appoints always vote with him, which is not guaranteed, that still only gives him 37.5% of the board votes.

    The exact same % as the Well Society representatives hold and in no circumstances can that be considered to be a controlling % even allowing for the casting vote in a tied vote.

    The presence of the club CEO and club FD will be crucial in maintaining an independent balance should it be required, and this has been recognised by both Erik and the Well Society Board (and hopefully it will not be required as both parties have agreed in the preliminary discussions they have had, that they believe they can work well together otherwise the process would not have reached this stage).

    It has also been suggested their presence is unimportant or that they will just do as they are told by Erik and in the event of a tie as chairman, he would have the casting vote.

    However, leaving aside the integrity of the individuals involved and that they only accepted their board appointments on the grounds that no side would try to unduly influence them, it should also be remembered that neither have any previous connections with Erik or his team.

    Indeed, the Well Society Board were heavily involved in the recruitment process of the club CEO who has openly declared the importance of working closely with them and the club FD has been at the club for several years and provided his services to the Well Society on many occasions so it is therefore the Well Society that has an existing relationship with both of them and it is Erik and his team who have to build a relationship with them.