Woodstock Jag

Happy to provide any further clarification on this Tom. The significance of 75%, 50% and 25% In company law there are, essentially, 3 major "thresholds" for a shareholding with significant governance implications: A 75%+ shareholder can (normally) unilaterally adopt a special resolution of a company - so major decisions don't require the support of other shareholders A 50+ shareholder can (normally) unilaterally adopt an ordinary resolution of a company - so most other decisions don't require the support of other shareholders A 25%+ shareholder can (normally) unilaterally block a special resolution of a company This is reflected in the three different types of "Person/people of significant control" in respect of which companies now have to make declarations around ultimate ownership (for transparency reasons). PTFC Trust has never had 75% and isn't dropping below 50% The PTFC Trust has never held enough shares, on its own, to be able to pass a special resolution unilaterally. Before "tranche 1" it could do so with the support of The Jags Trust, who in practice would be aligned with their shareholding because they are also one of the trustees. After "tranche 1" the combined fan-controlled shareholdings fell below 75%, so any special resolution depends on the support of at least 2.5% or so of other shareholders than the two fan-ownership groups. In practice, certain decisions cannot be taken without Donald's agreement anyway (under the Investment Agreement and current Articles of Association) so those kinds of special resolution essentially require the support of: (a) the PTFC Trust and The Jags Trust; and (b) Donald McClymont Rights of the Class C shareholders The Investment Agreement, which allowed "tranche 1" to happen, also gave the holder of the majority of Class C shares, or those holding at least 1,250,000 Class C shares, certain additional rights. This includes being able to: appoint a director or observer to the Club Board veto the taking on of debt over £250k veto changes to the size of the Club Board to make it smaller than 3 people or more than 8 veto changes to the Articles of Association which would impact the rights of Class C shareholders veto a decision to liquidate, dissolve or wind-up the company otherwise than in the event of insolvency veto a decision to issue any dividends from the company's cash reserves veto any changes in corporate structure that seek to "squirrel away" assets from the company (e.g. into subsidiaries) What does this mean in practice? Only Donald holds, and would continue to hold, enough shares to gain the status of a "Preferred Director". So none of these special rights attach to anyone else if this deal goes ahead. Impact of Tranche 2 shares The shareholding of the PTFC Trust would drop from 66.0% to 59.3% and fan ownership from 72.6% to 65.3%. This doesn't cross any governance thresholds. In practice, special resolutions doing things like issuing new shares (for example) would continue only to happen if the PTFC Trust, Jags Trust and Donald McClymont all agree, and wouldn't happen if any of them don't agree.

They are preference shares so, in the event of liquidation, the remaining assets after meeting obligations owed to creditors would be distributed preferentially to the C-holders ahead of the A and B-holders. Any proposal to wind-up the Club, or appoint insolvency practitioners, if initiated by shareholders, requires a beneficiary vote under the Club-Trust Agreement. In the event of liquidation, it is unlikely that the Class-C shareholders would get all of their money back (as creditors would be getting first dibs).

The Club is not obliged to disclose commercially sensitive information at a General Meeting, simply because a minority shareholder asks a question. You don't understand the Companies Acts. There will be a General Meeting to approve or reject any special resolution enabling Tranche 2 to happen. Your recourse to the Directors is there. No it doesn't. That's not how limited companies work. Especially not those with different classes of share. The assets are not divided on a simple pro-rata basis. They are all owned by the company, in respect of which shareholders then have specific kinds of rights, which are not, as lawyers would put it "real rights" but are "personal rights". They are not rights in "things" but in relation to other legal persons. No you aren't. You're entitled, by default, to half of any dividend or to half of the remaining assets of the company in the event it is wound up. You are not automatically entitled to access the company's cash reserves. No we aren't. £500k of new value is being put into PTFC, in return for shares, thereby diluting the proportion of control of existing shareholders. If a company is worth £100, and I own 72 of its 100 shares, my shareholding is worth £72. If someone puts £20 of new money into the company, and gets 20 shares in return, the company is now worth £120. It is worth £20 more than it was before. If I hold 72 of the 120 shares, my shareholding is still worth £72. I have not "sold" any assets, whether my own or the company's. The value of my assets has not gone down. What has gone down is my percentage shareholding, and therefore my legal control and influence over the company, from 72% to 60%. No it wouldn't. You're talking nonsense. Again, total failure to understand the difference between a shareholding and a real right in property. No shares are being "sold" here. You sell shares when someone who already has shares gives them to another person in exchange for money. That's what "selling" is. Subscribing for shares is not the same as selling. It is the issuing of new shares. A completely different economic concept with different impacts, as no existing shares change hands. And that's why the fans have been given lots of information about this proposal and are being invited to an open meeting at the Football Club to ask questions and to ask for more information if they see fit. And that's why the fans are going to decide whether or not this can go ahead through a ballot of over 2,400 individuals. This isn't hidden either. This has been publicly trailed by the Club for well over a year now. Shareholdings are not valued as a simple proportion of the assets of the company. The value of a majority shareholding will often, for example, be more, pro rata, than the value of a minority shareholding. Because shares aren't the same as real rights in property. Because we are not a public company. We are, like almost all football clubs in Scotland, a private limited company. It's called the Annual Accounts, which you receive in draft ahead of every AGM as a shareholder of the company. There is no legal obligation for the Board of Directors of a company to give a forward looking forecast of revenue and expenditure at an Annual General Meeting. They often do so, but there is no obligation to do so. And were challenged on it by the majority shareholder, accepted the criticism of the underlying assumptions, and then presented a budget to the majority shareholder with a completely different set of forecasts and projections. Wrong. They changed the forecast when they presented the draft 2024-25 budget to the Trustees. The Club is not under a legal obligation to provide in-year updates to AGM financial forecasts. It is, however, under a legal obligation to seek Trustee approval for its budgets. And as one of the people who was in the room I can confirm that the budget options presented in April were not forecasting a break-even outcome. As the Club has since openly chosen to disclose with specifics, at a Q&A, earlier this year. It wasn't our figure to disclose. It is for the Club Board to decide the level of public disclosure of commercially sensitive information, not the majority shareholder. They chose to disclose it at the Q&A, despite being under no legal obligation to do so. This shows that your distinction between an EGM and an informal meeting is a completely false one. The Board didn't "omit a key part of our finances" - they disclosed it. To the trustees between April and June as part of the budget-setting process. And to the wider fanbase subsequently. So your premise is false. You are of course free to name the directors you believe should be removed, and to ask other shareholders to join you. No, they're the same. The Club Board is in complete control over what commercially sensitive information it chooses to disclose in either setting, subject only to its statutory obligations and those under the Articles of Association. What is different is that shareholders have the power, acting collectively, to appoint and remove directors. That has nothing to do with powers of disclosure of financial information. Okay, stand for election against us then. Campaign for our removal. Let's see if the rest of the fanbase agrees. Nope. A matter of opinion. You're entitled to it. Completely false. The Board has stated there will not be a Tranche 3. TJF has made clear that, in our view, fan ownership should not be further diluted. You are lying. Again. This is true of the governance of literally every company ever. Votes are how decisions are made. Feel free to put yourself up for election to replace those you think have done a bad job. Instead of tediously repeating the same ill informed talking points on this forum.

Even taking this thoroughly dubious "pro rata" approach of Jim's to ownership of property at its highest: the fans owned less than 10% of Firhill before PropCo was formed in 2009 (via their Jags Trust shareholding) the fans owned even less than 10% of it after PropCo acquired the Main Stand and Bing, with the Club itself retaining a 50% interest in PropCo but others being preferential shareholders in PropCo the fans owned slightly less than 20% of it between October 2015 (when the PTFC Trust was created with a 19% shareholding) the fans owned less than 30% of it even after the Main Stand and Bing were returned to the Club in April 2022 And even after the 3BC shares went to the PTFC Trust in August 2022, the combined shareholdings of the PTFC Trust and Jags Trust was 81%. So even then "the fans" didn't own 19% of Firhill. The entire exercise of apportionment like this is of course a legal and economic nonsense, because the legal powers and rights of a shareholder are completely different from the legal powers and rights of an owner of property.

This is always what you have. It is up to the Club Board to decide what financial information to share with shareholders, otherwise than doing what is required to meet their statutory obligations and any specific obligations under the Articles of Association. This is equally true of an EGM or AGM as it is of an open meeting. Jim you clearly fundamentally misunderstand what an EGM is. There is no requirement for an “audit” of anything at an EGM. An EGM simply involves the presentation of items of business as seen fit to put before the shareholders. There is no legal requirement to put any financial information before the shareholders at General Meetings except when there is a requirement to formally approve the audited annual accounts of the Company. That typically happens at an AGM, not an EGM. To make it open to all fans, including over 2000 of them who are beneficiaries of the PTFC Trust but who don’t hold shares directly in an individual capacity (which would be necessary for them to be able to attend a General Meeting). Lies. Zero Club assets are being sold. The issuing of new shares in return for putting capital into the company is completely different from selling assets. Laughable.

One of the most surprising things in the 18 months following the start of the COVID pandemic was how few football clubs went into insolvency. The pandemic measures (furlough, grants, loans) undoubtedly saved tens of clubs. But I think a lot of them will have emerged from that period with lower cash reserves and more debt. Less wiggle room to weather any storm. And then inflation ratcheted up, increasing costs and weakening their customers’ spending power. They’ll have put off certain types of spend (like facilities maintenance) and things will be starting to catch up with them. Combine that with the range of shenanigans of poor financial planning and questionable characters that get involved in owning and running football clubs and it’s little short of a miracle that we’ve gone so long since Rangers without a Club going bust. I hope for the Sons’ sake that they’re not the next one.

And for the sake of completeness, the beneficiary vote is the “first” stage of any vote. It determines the position of the PTFC Trust in any subsequent shareholder vote on a proposal to issue new shares. If the beneficiaries vote in favour, there will then be the “second” stage decision: a special resolution put forward at a General Meeting of the Club. This would either be at the Club AGM, likely in January, or at a separate EGM if the timing doesn’t otherwise work. If the beneficiaries vote against, there is zero prospect of a special resolution passing (because it would at best only minority shareholder support and it needs 75%). So there probably wouldn’t then be (the need for) a shareholder vote at an AGM. A special resolution, if put forward, is essentially certain to pass, as the combined shareholdings of Donald McClymont and the PTFC Trust is over the 75% threshold. It is, nevertheless, open to minority shareholders to raise concerns at the General Meeting, and to vote against the motion to put their opposition on the record.

(1) Just email the Trustees at [email protected] (2) No, the beneficiary vote will be an e-ballot, just like the elections earlier this year. The ballot won’t be launched until after the town hall meeting.

It was always intended that it would drag on until after 9pm and anyone who says we only intended it to run to 8pm didn’t read our very clear statements 12 and 6 months ago.

Need to come out really positively in the second half. Totally in control the first half hour, but need to keep that intensity up.

Well that was possibly one of the most Partick Thistle things I've seen. No pressure, full control of possession, slack pass, common sense says a minute until half time, boot it into the stand. Nope.

Excellent first quarter. Looking really lively. Turner's settled really well at RB so far. Also feel Banzo is both giving good steel to the midfield and still playing quite positively. Great to see. Three more quarters of the same please.

The Club Board prepared the budget in the expectation that tranche 2 would be pursued, having indicated to shareholders in January at the AGM that they intended to bring it forwards. We asked them, when they presented the budget, what the plan would be if tranche 2 did not materialise, and they explained that the shortfall should be able to be managed, in the 2024-25 season at least, through careful timing of meeting obligations to creditors and, if necessary, through soft loans from directors. On that basis, we were satisfied that, whilst it would create a difficult situation, it would not lead to a repeat of the situation in 2022-23 where, but for a fortuitous Scottish Cup draw, the Club would actually and literally run out of cash. Edit to add: this budget also meant that the Club could commit to keeping the Academy open, once the single-season underwriting from a benefactor had been exhausted there). We saw this budget as being one that invested for the future in that key respect. We were acutely aware that such a scenario (tranche 2 being rejected) would mean significant cuts to the playing budget in 2025-26 if promotion was not secured, as well as pain in other parts of the business. But we also appreciated that, if promotion could be secured, it would make the Club's objective of breaking even in future seasons orders of magnitude more attainable, given prize money, crowds and commercial opportunities. The budget also had, within it, room for the Club Board to exceed expectations on revenue, drastically decreasing the forecast loss from the £280k level. It was only a £280k loss on the basis of finishing in 4th place, leaving plenty room for footballing up-side if, once the £300k player fund donations were taken into account, the higher playing budget translated into better results on the park. Similarly, the non season ticket gate projections were deliberately pessimistic and de-risked. So far they are performing ahead of that target. Additionally, if the Academy secured more sources of revenue than had been pessimistically assumed, the Club would be relieved of its 2024-25 underwrite commitment, which was in the budget. That looks like it won't be needed. Equally, there are other areas of the Club budget where, as we have publicly stated, it is currently underperforming on revenues. Season ticket sales were flat when they budgeted for an up-tick. Hospitality isn't reaching its targets. The revenue from the Centenary Fund took a hit when, for regulatory compliance reasons, the club moved towards the new Club Lotto platform. So we're not getting the full bang for the buck, as things stand, from those better crowds and the Academy over-performance. The budget we signed-off on included the opportunity for the Club Board to overdeliver and to do better than the £280k scenario. It was on that basis, after really quite extensive interrogation of the revenue forecasts and costings, that we agreed to let them proceed with it. We thought it better to have a budget that openly and honestly admitted what the revenue risks were than one that made over-optimistic assumptions out of a desire to present a plausible path to break-even (the like of which you saw in January's AGM forecasts). Partick Thistle is not, currently, a sustainable business entity. No one disputes this. Where we disagree is on what the appropriate strategy is to bring about a sustainable business model. You think we should cut the Women's team, sack the back-office staff, sack the board and bring in your friends and volunteers to run the Club. The Club Board, and others, think that sustainability will come from professionalising the off-field operation and through driving revenue growth across the wider business, even if that means spending a bit more in the short term. Firstly, the Club Board made clear at the January 2024 AGM that it intended to proceed with the tranche 2 investment. In fact, they said they wanted to do it in Q1 of 2024 (i.e. before the budget had even been set for season 2024-25). Here is the relevant slide from Richard Beastall's AGM presentation It even earmarks the need for money to make stadium repairs and improvements (which were subsequently flagged as the main use of tranche 2 funds in the Club's August update). Some of the proposed areas have seen spending carried on already, which has meant they used up tranche 1 funds instead (e.g. ticket and till system improvements actually happened during the first half of 2024). The important thing here is that the Club Board's approach to revenue generation was premised on progressing tranche 2, and actually on timescales far faster than has transpired. The original "option" in the Investment Agreement anticipated a November 2023 completion of tranche 2. The AGM anticipated a March 2024 completion of tranche 2. All within the FY 2023-24. And when the Club Board forecast break-even in the January AGM presentation, TJF then immediately queried the revenue assumptions (especially the projected fan revenues), told them those were not achievable, and instructed them to prepare their budget on the basis of more pessimistic revenue projections. Which is the reason why the Club is budgeting for a loss in 2024-25 instead of breaking-even. Except, if tranche 2 had gone ahead on the basis of the original timescales envisaged, it wouldn't be "4 times the size of your reserves". The losses would have been about half of the reserves (£75k + £500k in the bank, £280k loss). A completely different situation. The Club Board's desire to progress tranche 2 as part of the Club's financial strategy was not concealed from anyone. The need for about £1 million of investment was clearly identified when TJF and others sought to work on their own bail-out deal for the Club in early 2023. Those in the room will all testify that the bare minimum figure they were working to was £800k and that, if the Academy was to be part of the save, it probably needed to be a larger number. TJF's own comms in June 2023, issuing a call to arms to fans, stipulated explicitly that it had to be more than £500k to deal with the cashflow issues beyond 2023-24. TJF's own comms in October 2023, welcoming the first tranche of investment, said that further investment was needed to rebuild the Club into a Premiership Club with appropriate facilities, and made clear that tranche 1 only dealt with cashflow issues for season 2023-24. The Club's AGM presentation said they wanted to get tranche 2 done by the end of March 2024. None of this was a surprise, Jim.

No one reading TJF’s statement on 5th October 2023 could have been remotely under the impression that tranche 1 was sufficient. Direct quotes: “This investment was necessary because of the erosion of reserves suffered by the Club in recent seasons (most notably in 2021-22 and 2022-23). We have commented on the scale of that and the responsibility for it previously. We are grateful to those who intervened to alleviate the immediate pressures towards the end of last season, and to the fans for stepping-up their fundraising support through TJF and other initiatives including excellent season ticket sales. First and foremost, what this investment does is begin to restore the Football Club’s margin of safety, so that it can operate without any immediate risk of financial distress over the current season. Secondly, it provides the Club Board with the breathing space to restructure and improve off-field operations, so that they are more efficient and raise more revenue. This investment, on its own, does not guarantee the Club’s longer-term sustainability. The financial position inherited meant that outside capital of one type or another was essential because the hole to be filled was much bigger than we could reasonably expect fans to fill in the available timeline. However, fan fundraising remains an essential component of the income that underpins the operating budget, and these vital contributions will be required to continue into the future despite the investment. That is the price of fan ownership and the controls and protections that brings us as fans.” And later: “To be completely candid, longer-term development at the Club, to get us back to being an established top-flight Club with appropriate facilities, will require additional investment in the years ahead. The deal that has been signed allows some flexibility for further investment further down the road along similar lines. This forward planning is prudent and we welcome it.” It was *always* anticipated that more than £500k was needed if the ambition was to maintain a competitive team pushing for promotion to the Premiership. You can ignore what we said all you like, Jim. Entirely your prerogative.

Correct, though others have managed it. St Johnstone for example. Ayr United are probably the closest of the current pack to achieving it.

I think (from memory) it was achieved (or thereabouts) when we were in the Premiership.

If we didn't have tranche 1 it wasn't getting covered. Even though it represented a like-for-like improvement of £500kpa. If we didn't have tranche 1 we were already screwed because the Club was in a position of more than £250k of net liabilities without a credit facility. The Club would have probably have run out of money in November 2023. Agreed, with one clear qualifier. What matters is not that the books balance every single season, making zero allowances for fluctuations in revenues and extraordinary items of expenditure. What matters is that the books balance sustainably over multiple seasons. I would rather that the Club took slightly longer to return to break-even if the extra spending protects the core footballing and commercial performance of the business, and therefore lays the foundations for being in a better position to operate sustainably in future seasons. Absolutely. Which is why the Trustees have made clear to the Club Board that we expect break-even to be the basis for future budgets and why the Club Board has publicly committed to to breaking-even over a three-year cycle.

There are, I think, two important differences. Firstly, the scale. But for a Rangers cup game, the "old board" had run a budget that would have seen Thistle lose more than £600k in a season. They also knew that the Academy was running a £200k loss and had subsidised the Club by almost £100k in that season. By comparison, the last full financial year saw the Club deliver what is expected to be only a circa £170k loss. Those are two completely different situations. I readily grant you that the larger loss this year isn't an ideal situation (though it should still be better than 2022-23, without an Old Firm cup game). But as we've alluded to elsewhere, this is partly because the Club is making more conservative assumptions about football revenue and because its more optimistic (unrealistic) fan revenue growth projections were held to account, at source, in close to real time. Secondly, there's the transparency element. The "old board" pretended that the Club was being run sustainably when it wasn't. It used the Directors' Statement in the 2021-22 accounts to accuse people on the outside expressing concerns about the finances of making it all up (it turned out they were understating the scale of the problem!). They only ever disclosed detailed financial information with the AGM pack, well after the end of the financial year. They denied due diligence to the prospective fan-ownership vehicles to understand the finances in anything approaching "real-time". Under the current board, things aren't all rosy, by any stretch of the imagination. Much more needs to be done to get closer to break-even and (with or without tranche 2) a Championship budget in 2025-26 will likely be much less competitive than you've seen in the last 3 or so seasons. But you are receiving financial disclosure updates, both over the summer well ahead of the AGM and in quite a bit of detail in public Q&A meetings. The Trustees are getting management accounts on a monthly basis, and are able to test and question performance in something closer to real-time. And you've got a Club Board that's being quite open with the fans that the finances aren't strong and need to be improved. Both financially and culturally, this is night and day. One group buried their heads in the sand, concealed and didn't just spend beyond our means but ran the Club into the ground. Another group is accepting the situation is challenging, seeking out ways to improve the situation, and trying, imperfectly, to make that reality better understood. The two situations aren't the same, for all the challenges the present faces us. That's not true. If the Club starts operating at break-even from 2025-26 onwards, then even allowing for the stadium repairs, about a third of the £1 million would still be in the bank as working capital. That's definitely not the perspective. There is no tranche 3. A decision was taken to push the boat out on the playing budget for this season specifically because it was seen as a better chance than most to get out of the Championship. The clear expectation and directive from 2025-26 onwards is that budgets have to break-even across a 3-year cycle based on credible and properly evidenced revenue forecast assumptions. The Club Board is being instructed to keep £300k of cash in the bank at all times, and to maintain a current ratio above 1.2 at all times. In practice, given the expected post-tranche-2 cash levels and current assets/liabilities, this means that they will not be allowed to set loss-making budgets. A football club's costs are generally far better known and predictable than its revenue. Especially in the Scottish Championship where a higher proportion (than in most other leagues above and below and beyond Scotland) of income is determined directly by footballing revenues (gate and prize money). So if you take the most conservative assumptions on footballing outcomes, that leaves you less flexibility to: (a) invest in the first team and secure better footballing outcomes (b) invest in off-field revenue generating activities, which require effective, experienced, professional people and their time to be done well Is it possible to break even consistently in the Scottish Championship if a football club is run well, without extraordinary sources of footballing or other revenues? Absolutely. But it's not something that happens overnight from a starting point of grotesque financial mismanagement. It's not, generally, something that happens when you have modest cash reserves. And it's not something that the vast majority of Scottish Championship Clubs have been able to do, including Thistle, on a sustainable multi-season basis pretty much my entire lifetime. And the quickest, and most transformative route to sustainability, as we, St Mirren and others have seen in the last decade and a half, is promotion to the Premiership. The pursuit of that carries risks, and when it doesn't work (and there isn't a plan to underwrite the cost) it can be bad news for a football club. But some element of risk is unavoidable if the ambitions are a Club that wants to be consistently in the top half of this division or in the Premiership, rather than fighting Championship relegation battles and facing the spectre of part-time football if things go really badly.

We can deploy the 1000 new fans identified on the Alexander Abacus to do all the back-office jobs at Firhill.

400. Alexander Abacus still poorly calibrated I see.

We should replace the Seville Calculator with the Alexander Abacus.

This isn't accurate. As we explained in the Fans' Guide, the Club is now on the hook in the event that the Academy has a financial shortfall as it has effectively been brought "in-house" from season 2024-25 onwards. The model is now much more conventional and operates along similar lines to other Clubs in the division. We are fortunate that those working on Academy revenue streams have exceeded expectations, which means that the (significant) five figure sum set aside to support the Academy in 2024-25 may not be needed, but the Club is very much liable to make good the difference if the Academy incurs operating losses in any given year. This is one of the commitments that had to be made for the Academy to remain eligible for certain key sources of its funding, including various grants. ETA: and as part of the Academy model, the Club has to find a way to fund modern-apprentice contracts (roughly a six-figure sum). This is a precondition, again for certain funding sources being available to the Academy. In 2022-23 this was covered by the Academy itself, and contributed to its £200k+ losses. In 2023-24 this was covered by the Club, putting more pressure on footballing costs and increasing the structural shortfall it had to close. So it's not true to say that the Thistle Academy is cost-free, or has no impact on the Club's financial position. That was the case in the past, but it is no longer true. Equally, cutting the Academy is unlikely materially to help to close any financial gap, as it would cut-off other sources of funding to the wider Club.

Are you volunteering javea? 😉

Last season the exit fee difference was (IIRC) about £10k between rounds 3 and 4, FWIW. So you're right that there would be a difference, but it's not a big one (and without going into the granular detail, it will broadly "wash" when you take into account the player bonus structure, VAT etc.) The impact of taking part of the gate for two games instead of one will have a bigger impact on the numbers than the prize money for that stage of the competition. Scottish Cup only begins to make a "big difference" to prize-money and our bottom line between rounds 4 and 5 and/or if you get a TV game in round 4 onwards. We benefited from a TV game against Motherwell in the League Cup, of course, which slightly boosted income there.