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NOT EVERYTHING THAT CAN BE COUNTED COUNTS

And as the saying completes itself, “not everything that counts can be counted”.

Celtic is at decision point around entrenched governance failure, strategic mismanagement, and a widening chasm between the Club’s custodians and its lifeblood—the supporters.

The events of the last six months—the admission by the Interim Chairman that “mistakes have been made,” the managerial chaos, the failure to qualify for the Champions League, the resulting financial volatility and the continued shameful collective punishment of the Green Brigade —have proven conclusively that the current governance model is incapable of self-correction. The Board’s response has been reactive, insular, and fundamentally misaligned with the long-term interests of the Club.

I wrote in a couple of previous articles about how Celtic is juxtaposed against much smaller asset scale organisations who continually outperform it. Translated into plain English as “how pish Celtic are in European terms in comparison to, say Brugge”.

I write this the day after Bodo exited the Champions League and interestingly on the same day an old Dermot Desmond interview from 1999 talking about making “Celtic bigger than Manchester United”. As Celtic lurches towards the end of the season, the miracle of potential success is still alive thanks in the main to Martin O’Neill. And, let’s be frank, despite the board and executive management of Celtic plc.

The notion of a fan ownership model I think is now more than topical. It should be the guiding and sole light for any new initiative. Anything that promises anything less is simply a vehicle for ego and access.

IF I WAS GOING THERE I WOULDN’T START FROM HERE – BUT FCUK IT

This document sets out a detailed financial and strategic plan to acquire the necessary shareholding, oust the incumbent Board, and install a new, professionally-led, fan-aligned governance structure. It’s only purpose is to start a discussion. The financial model is aggressive but achievable, leveraging the Club’s own strength, activist capital, and the mobilised passion of the global Celtic support. It’s likely full of holes, and many would say impossible. But to force change we need unreasonable thinking. All progress depends on the unreasonable man.

If you boil it down to corporate bullshit speak, we need a hostile takeover of Celtic. I’ll frame a lot of the below in that lens.

As a fan base, the target should not just be ownership; it should be liberation from a failed stewardship. The goal of this article is to maybe draw the veneer away from perception that somehow we’re stuck with this lot. We’re most definitely not.

THE STRATEGIC RATIONALE: WHY A HOSTILE APPROACH IS NECESSARY

Desmond’s recent entrenchment and statements are de facto a “come and get me”. Nothing less than a “look at the size of my baws/pockets. If you want it come beg to take it”.

If we take him at face value, a negotiated transaction is most likely no longer a viable path. The following factors compel a hostile approach:

Factor Observation Implication
Entrenched Leadership The Board, despite recent changes, remains dominated by long-serving individuals with deep personal and business ties to the major shareholder. The Interim Chairman’s statement, while acknowledging mistakes, offers no credible plan for fundamental reform. They will not willingly cede control. A voluntary sale is unlikely.
Major Shareholder Stance Dermot Desmond holds a significant stake and has been the ultimate backstop of the current regime for over 30 years. There is no indication he supports a transition to fan ownership. His stake represents the single largest obstacle. Any successful takeover must either win him over (unlikely) or circumvent him.
Valuation Gap The incumbent Board will likely resist any offer they deem to undervalue the Club, even if the offer reflects a fair market price adjusted for recent turmoil. Their perception of value may be disconnected from market realities. A premium will be required to force their hand and appeal to other shareholders.
Urgency of Reform The Club cannot afford another cycle of instability. The new manager (Martin O’Neill interim) requires a stable, strategic environment. Every day of delay under the current regime prolongs the risk of further sporting and reputational damage. Time is of the essence. A protracted negotiation is not an option.

Outwith the above, a look at Celtic PLC’s share structure presents both challenges and opportunities.

Share Class Voting Rights Key Holders How to Win
Ordinary Shares Full voting rights. ~94.9m shares in issue. Wide dispersal including The Bank of New York (Nominees) (~16.8m), Christopher Trainer (~10.4m), James Keane (~5.6m). Primary Target. A public offer to all Ordinary shareholders at a compelling premium is the core of the strategy. Success requires >50% of voting rights.
Convertible Preferred Ordinary Shares (CPO) Convertible to Ordinary Shares (with voting rights) at shareholder’s election. ~12.65m shares held by a mix of institutional and private investors. Secondary Target. An offer that includes a mechanism for conversion or direct purchase of these shares would add to the voting pool.
Convertible Cumulative Preference Shares (CCP) Non-voting (unless dividends are in arrears, which they are not). Convertible to Ordinary Shares. ~15.6m shares. Value, not control. These do not provide immediate voting power but represent future Ordinary Shares upon conversion. An offer must address them to achieve 100% ownership.

Key Thresholds:

  • >50% of voting rights: Secure control of the Board and pass ordinary resolutions.
  • >75% of voting rights: Pass special resolutions (e.g., amending articles of association, delisting from AIM).
  • 90% of all shares: Invoke compulsory purchase provisions to buy out remaining minority shareholders (Companies Act 2006, s979).

 

In all of the context above, to succeed, any offer to the existing incumbents (‘you spelled c**ts incorrectly’ – ed) must be compelling enough to overcome shareholder inertia and loyalty to the current regime. This requires a control premium.

“What the fcuk is that and how do we get there?”I hear you ask. Well, eTims can’t afford the Margot Robbie in a bath tub scene from The Big Short but we do promise we’ll include it in the prospectus. If you can follow the table below this is how we land at a valuation and control premium. (and if you haven’t seen the Margot Robbie scene it’s here. Same pitch, slightly different subject matter)

Valuation Method Fair Value Range To Win Bid Premium Offer Price
Discounted Cash Flow (DCF) £160m – £200m +20% – 30% N/A
Comparable Company Analysis (Comps) £150m – £220m +20% – 30% N/A
Precedent Transactions £140m – £190m +25% – 35% N/A
Calculated Equity Value (based on £180m EV) £102.7m +30% ~£133.5m

Calculation of Offer Price:

  • Target Enterprise Value (EV): £200 million (the top end of the fair value range, reflecting the potential of the asset when properly managed).
  • Net Cash (as at 30 June 2025): £77.3 million.
  • Implied Equity Value: £200m – £77.3m = £122.7 million.
  • Control Premium: 30% on the underlying EV/Fair Value, but applied to the equity.
  • Total Equity Offer Value: £122.7m + 30% = £159.5 million.
  • Transaction Costs: £5 million (legal, advisory, banking).
  • Total Funding Requirement: £164.5 million.

This represents a significant premium to the undisturbed share price and values the club at a level that is hard for shareholders to ignore. That said, if you’re Dermot and money isn’t the concern then it’s to the left of him that all efforts should focus. To that end the work Celtic Supporters Ltd is doing should not be dismissed as purely an ego trip. Tho it most likely is. But hey, someones gotta grift.

WHERE THE FCUK DOES £164.5M COME FROM – THIN AIR?

There’s a billion ways to raise this. From 100% acquisition via ‘Wealth off the Radar Billionaires’ (bless ‘em), to Investment Funds (eh, nope), to US Investment arms actively seeking football clubs (albeit with same funds actively profiting from bombing footballers and pitches in occupied Palestine so, again, nope and you can fcuk right off). The point being, most corporate money is dirty. Pick your poison on this one. However getting this shower out of doge – e.g. a hostile takeover – most likely will require a more aggressive, activist-oriented capital structure.

Here’s one way of doing it – and in case you need a bit more information on these terms etc, here’s Margot Robbie in a bathtub…

Source of Funds Amount (£m) Instrument Terms & Counterparty Rationale
Activist Equity / Anchor Investors 50.0 Ordinary Shares (Post-Takeover) / Warrants High-net-worth individuals, family offices, and supporters with significant capital who are aligned with the mission. They receive equity in the new entity. Provides the initial firepower and credibility to launch a bid. These investors are motivated by reform and long-term value, not just short-term gain.
Bridge Financing 75.0 Short-term, High-Yield Loan Special situations debt funds or investment banks. Secured against Club assets. Term: 12-24 months. Interest Rate: 10-12%. Provides the bulk of the cash needed to make the offer unconditional. It is expensive but necessary to move quickly. This debt will be refinanced post-takeover.
Club’s Own Cash 30.0 Internal Funding Utilised post-takeover, but can be pledged as security for the bridge financing. Demonstrates that the Club’s own resources are part of the solution.
Fan Equity Campaign 9.5 Ordinary “One Member, One Vote” Shares Launched after the takeover is announced but before it completes, to demonstrate mass support and raise additional funds. Tiers: £250, £500, £1,000. This is the political and emotional core of the bid. It proves the takeover has a mandate from the fans and can be used to pressure remaining shareholders.

Total Funding: £164.5 million

CONGRATULATIONS FIDO

As I mentioned, this is one version of a million ways to go about it. But it is viable. And in the maelstrom of this season I’ve yet to see anything else out there that opens the debate. In the follow up to this I’ll lay out a series of tactical steps post acquisition that allow the fan base to take genuine ownership and direction of the Club into the medium and long term.

I’ll also incorporate any feedback or steer from “folks who know better” into it.

But this isn’t a difficult transaction. It’s achievable. It’s reasonable.

And it ends the bloodsucking of the soul of Celtic by money.

And for a fraction of the cost of what America and Israel dropped in bombs on occupied Palestine in the last 24 hours.

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Peter Donnelly
3 hours ago

Really interesting article, although I don’t agree completely with the funding plan. I’ve been saying for a while, what is the equivalent value of Fergus’ fundraising in 1994 in today’s terms? For me it is at least in the order of 10x the 1994 fundraise. I think the fans are the answer, and as unpalatable as it is to buy our way out of this situation, we have reached that point. If you can give me a credible plan, and a credible new Board I’d personally invest £10k in the club. Get 8,999 others to do the same and we’re at £90M. Take Willie Haughey’s £10M (thanks very much Willie) and we start to become serious with £100M of capital. I appreciate most people don’t have a spare £10k lying around, but there are surprisingly more people than you’d think who do, and who also want change at Celtic, and there’s bound to be a number of banks who would jump at funding loans for individuals who want in – just look at the season ticket financing as an example.

Peter Donnelly
1 hour ago
Reply to  Monty Burns

I’m in!!!

SteveNaive
3 hours ago

Peter,

Can you lend me 20k please ?

Worst caption competition ever !

Peter Donnelly
1 hour ago
Reply to  SteveNaive

@Steve Naive, £10k I can get away with. £20k my wife finds out, so sadly I have to decline!

The best point I ever read / heard was how lucky we are that Fergus wasn’t married in 1994 or we would have gone to the wall as no wife is letting you spend reputedly 2/3 of your entire fortune / lives work / savings on buying a football club.

We are lucky, our best days are still ahead of us and as TB said, god bless every one of us. HH

BJF
2 hours ago

I would love to have gone to the end of your article but like most ETims punters I went straight to the Margot Robbie bath tub scene. I hadn’t seen it before but now have, at least 87 times.
I would say we do not need to think of 100% shareholding. I suspect at last 10% maybe more are in somebody’s
wardrobe or bureau drawer long since
forgotten. I think you underestimate Desmond’s commitment to keeping his 34.7% shareholding. The Board are largely irrelevant.

Sancheto
1 hour ago

A very good article that shows not only what can be done but how it can be done. Sure there will be other plans but this shows it can be done, we just need an action plan to get the ball rolling. I am in.

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