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11 hours ago, Woodstock Jag said:

No one, absolutely no one, especially not any of Jags For Change suggesting anything other than that Colin Weir has been extremely generous to the Club. Happy to set that record straight.

The man quite literally wiped out a large six figure debt with the bank.

He funded a youth academy that otherwise simply wouldn't exist (whatever you think of how well it's worked).

He ensured that there was an alternative to the Lee/Conway deal that (if the experience of Barnsley and Nice fans is anything to go by) would have been a bad move for the long-term future of our Club.

Those were his decisions and we are incredibly grateful that he was willing to make those things happen.

There are concerns, however, that that level of (unconditional) support is exceptional in character. While it meets the Club's immediate spending needs, it does not strengthen the underlying business in the way that other activities generating similar kinds of funds would. That's why I mentioned the Directors' Fee arrangement earlier: it was an established model of revenue raising from directors that depended on more than ad hoc generosity. It created an incentive for people to join and to stay on the Thistle Board only if they could bring something to the table, and therefore incentivised them to leverage (for example) their business connections for the benefit of the Club, improving sponsorship, facilities and services.

There are reasonable question marks about how sustainable the Club is in the long term (under any owner, be they a fan ownership vehicle or a private individual or company) once the Three Black Cats funding is exhausted. Unless we are told otherwise, the reasonable working assumption is that there is no "new" money going into Three Black Cats, a business that has significantly less cash reserves now than it did two years ago, and which (notionally at least) has a substantial negative balance sheet because it is funded by a soft loan from Colin Weir's Estate.

It's not going to be much comfort, say, in 3-5 years time that Thistle fully owns the Main Stand and City End again if we have to take out loans with the bank, secured against the ground, because the Club has been budgeting to spend beyond its means.

At the heart of the desire for a due diligence exercise is an attempt to get a clear picture about Thistle's recent budgets, and to understand the level of fan fundraising and commercial activity necessary to fill any gap left when Three Black Cats ceases to advance further cash.

Perhaps the current directors of the football Club have a plan to put some of their own money into the Club? Perhaps they have a plan to encourage investment from other third parties? Perhaps they've got a plan to increase sponsorship and matchday revenues? If so, we'd like to hear more about it.

Not least because a lot of these plans and opportunities, presumably, could be pursued by whoever owns the Club. Unless there is something unique about the current Board of Directors that means they and they alone are able to leverage those opportunities?

Is due diligence the correct terminology here ? Do you really want legal due diligence which costs thousands(for both parties) ?Reading the paragraph suggests that it isn’t that, but again maybe it is the communication with or interpretation by the club that is the hurdle. 

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That’s useful to know WJ.

I’d hazard a guess that at least a couple of the candidates already declared have not only worked at senior levels overseeing budgets greater than our Club, but may also have been part of the senior (Board) team. There will be others, including perhaps some who have yet to declare, that will have the kinds of entrepreneurial skills that can really help football clubs start to perform better. 

Serving on a large Private Sector Board does not always deliver the kind of qualities to ensure success. The Royal Bank of Scotland had “an experienced team of high achievers” (The Scotsman, 2011) who failed to anticipate or prevent its collapse in 2008. 

To help put things in perspective, the typical annual turnover of Thistle might equate to a established family bakery firm or a perhaps a successful cluster of local GPs. It’s no really rocket science. And with Kingsley as our new Chair,  we could really be going places ;)

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48 minutes ago, Lenziejag said:

Is due diligence the correct terminology here ? Do you really want legal due diligence which costs thousands(for both parties) ?Reading the paragraph suggests that it isn’t that, but again maybe it is the communication with or interpretation by the club that is the hurdle. 

Thistle is not a high turnover company. Due diligence of a company this size is not a burdensome process and for the peace of mind it would provide is the basic prudent thing to do. No responsible fan ownership group would proceed without being satisfied as to the fundamental underlying financial condition of the Club.

Due diligence is an important component of, but not the whole part of, the desired (financial) information sharing exercise. As others have explained, it is precisely because the Club would be taken on without warranties that it is so important.

No one would ever forgive a fan-ownership organisation, and it’s membership would quickly haemorrhage, rather than grow, if it failed to ensure this information was properly understood by its fans before any share transfer.

This is exactly why the mantra at Morton has been maximum transparency in their fan ownership journey. It’s night and day compared with what Thistle and 3BC has been willing to share.

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1 hour ago, Woodstock Jag said:

Thistle is not a high turnover company. Due diligence of a company this size is not a burdensome process and for the peace of mind it would provide is the basic prudent thing to do. No responsible fan ownership group would proceed without being satisfied as to the fundamental underlying financial condition of the Club.

Due diligence is an important component of, but not the whole part of, the desired (financial) information sharing exercise. As others have explained, it is precisely because the Club would be taken on without warranties that it is so important.

No one would ever forgive a fan-ownership organisation, and it’s membership would quickly haemorrhage, rather than grow, if it failed to ensure this information was properly understood by its fans before any share transfer.

This is exactly why the mantra at Morton has been maximum transparency in their fan ownership journey. It’s night and day compared with what Thistle and 3BC has been willing to share.

Part of the problem here is that as communication from TJF was so poor it’s members have no idea what information was or wasn’t shared, what questions were or weren’t asked and answered and what insight into the clubs finances have gained. So not much transparency there.

on that basis it’s quite hard to know whether due diligence is really necessary.

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6 hours ago, Woodstock Jag said:

Thistle is not a high turnover company. Due diligence of a company this size is not a burdensome process and for the peace of mind it would provide is the basic prudent thing to do. No responsible fan ownership group would proceed without being satisfied as to the fundamental underlying financial condition of the Club.

Due diligence is an important component of, but not the whole part of, the desired (financial) information sharing exercise. As others have explained, it is precisely because the Club would be taken on without warranties that it is so important.

No one would ever forgive a fan-ownership organisation, and it’s membership would quickly haemorrhage, rather than grow, if it failed to ensure this information was properly understood by its fans before any share transfer.

This is exactly why the mantra at Morton has been maximum transparency in their fan ownership journey. It’s night and day compared with what Thistle and 3BC has been willing to share.

What was the quote that the jags foundation got for due diligence?

 

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2 hours ago, Lenziejag said:

What was the quote that the jags foundation got for due diligence?

 

I’m not sure the quote but the response was 

Will the Jags Foundation be carrying out an independent Due Diligence process?

We asked for and were denied a formal process of Due Diligence. The view expressed was that this is not appropriate as the shares are being gifted, and that the information sharing process described in the joint statement should suffice. We know that this is not a view that we all agree with but, equally, we do not wish to walk away from this process. We are happy to acknowledge that this is a challenging situation for us.”

 

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1 hour ago, Norgethistle said:

I’m not sure the quote but the response was 

Will the Jags Foundation be carrying out an independent Due Diligence process?

We asked for and were denied a formal process of Due Diligence. The view expressed was that this is not appropriate as the shares are being gifted, and that the information sharing process described in the joint statement should suffice. We know that this is not a view that we all agree with but, equally, we do not wish to walk away from this process. We are happy to acknowledge that this is a challenging situation for us.”

Put another way, the Foundation actually bent over backwards to try to accommodate the Club and Three Black Cats on alternatives to a traditional due diligence process, and still they were treated shoddily.

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1 hour ago, Woodstock Jag said:

Put another way, the Foundation actually bent over backwards to try to accommodate the Club and Three Black Cats on alternatives to a traditional due diligence process, and still they were treated shoddily.

I get that, but the post I was responding to suggested that due diligence wouldn’t be particularly burdensome. My experience is that it may well be between 10K and 50K  for a business of PTFC size.

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4 minutes ago, Lenziejag said:

I get that, but the post I was responding to suggested that due diligence wouldn’t be particularly burdensome. My experience is that it may well be between 10K and 50K  for a business of PTFC size.

Also what would the information be used for.

Would the Jags Foundation, say sorry we don't want the shares as the stadium needs money spent, and the manager is spending too much on players, or would it be used to say look what a mess the previous board have made.

DD is normally about making sure you don't overpay for a business.

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5 minutes ago, erty13 said:

Also what would the information be used for.

Would the Jags Foundation, say sorry we don't want the shares as the stadium needs money spent, and the manager is spending too much on players, or would it be used to say look what a mess the previous board have made.

DD is normally about making sure you don't overpay for a business.

Doesn't it also include finding out if there is any hidden debt or liabilities the potential owner is taking on?

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The original letter, which many fans supported, called for change and said that it wanted to ensure that the best possible people came forward to fulfill the board roles in TJF. Of the 700 or so people who have now signed the letter, the 7 put forward under the Jags for Change banner were all original signatories of the letter. It feels a bit clumsy and to use it as a mandate for your election prospects seems slightly disingenuous given that the original letter made no mention of any of the original signatories standing.

These are minor points in the grand scheme of things however and I think a lot of credit has to go to anyone willing to put themselves forward for these roles (a point that equally applies to the previous TJF members who came forward). I would hope that the club did not have an issue with all of the individuals previously involved with TJF and hope that more of them may see fit to stand again as that would speak to some level of optimism from experience that there is a viable solution here. My biggest concern at this stage would be that a new TJF Board coming in on the back of the Open Letter would immediately be setting off on the wrong foot with the club at a time when bridges require to be built. That is absolutely not a criticism of the Open Letter but there has to be a willingness to engage and not prejudge the past from both sides here. I am not sure how that is achieved as at this juncture we feel as far away from it as we ever have. It probably requires an acceptance on both sides that mistakes have been made and to find common ground, that the club has made important steps forward in recent years in several areas for which the current board deserve credit but also that there is never going to be a perfect solution put forward for fan ownership and that a compromise has to be reached.

On a smaller point, I do have concerns about setting the membership rates so low as it's very difficult to uplift this in any significant manner once established, and gives a fairly easy argument against the legitimacy and ongoing viability of the organisation.

Good luck to all standing, even for those who doubt fan ownership (and I don't include myself in that) it has to be recognised that this is the way the club is going and we have to ensure that it is done in the best way possible.

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57 minutes ago, scotty said:

Doesn't it also include finding out if there is any hidden debt or liabilities the potential owner is taking on?

Understanding that there is hidden debt or liabilities,  would mean you would reduce the price that you pay for a company. 

This does not apply in this case as the price is £0.

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14 minutes ago, Hopeless Unbeliever said:

The original letter, which many fans supported, called for change and said that it wanted to ensure that the best possible people came forward to fulfill the board roles in TJF. Of the 700 or so people who have now signed the letter, the 7 put forward under the Jags for Change banner were all original signatories of the letter. It feels a bit clumsy and to use it as a mandate for your election prospects seems slightly disingenuous given that the original letter made no mention of any of the original signatories standing.

These are minor points in the grand scheme of things however and I think a lot of credit has to go to anyone willing to put themselves forward for these roles (a point that equally applies to the previous TJF members who came forward). I would hope that the club did not have an issue with all of the individuals previously involved with TJF and hope that more of them may see fit to stand again as that would speak to some level of optimism from experience that there is a viable solution here. My biggest concern at this stage would be that a new TJF Board coming in on the back of the Open Letter would immediately be setting off on the wrong foot with the club at a time when bridges require to be built. That is absolutely not a criticism of the Open Letter but there has to be a willingness to engage and not prejudge the past from both sides here. I am not sure how that is achieved as at this juncture we feel as far away from it as we ever have. It probably requires an acceptance on both sides that mistakes have been made and to find common ground, that the club has made important steps forward in recent years in several areas for which the current board deserve credit but also that there is never going to be a perfect solution put forward for fan ownership and that a compromise has to be reached.

On a smaller point, I do have concerns about setting the membership rates so low as it's very difficult to uplift this in any significant manner once established, and gives a fairly easy argument against the legitimacy and ongoing viability of the organisation.

Good luck to all standing, even for those who doubt fan ownership (and I don't include myself in that) it has to be recognised that this is the way the club is going and we have to ensure that it is done in the best way possible.

As an original signature of that letter we state clearly in the common platform that we want both parties to get back round the table, whether all of the original signatures are part of that, some of them or none of them, that is entirely for the membership to decide with their votes. 

To get round that table though, the Foundation needs to get some understanding from 3BC as to what reasonable fan ownership model would be acceptable, when the exact same model used at Motherwell, Hearts, Exeter, Wimbledon etc was rejected.

We also need to determine to what method “Fit & Proper” is being assessed, from the folk on the Jags For Change platform and the previous Jags Foundation board I have no known reason as to why any of both groups would fail any of the normal “fit & proper” tests within multiple sectors, some of us due to nature of our current or previous employments have had incredibly detailed and deep background checks (myself included), and there is not 1 of the two groups I could not vouch for as being “fit & proper” nor die hard jags fans, plus all bloody good persons.

One of the feedbacks given at the open night was for folk on low incomes or with lack of disposable income in the current cost of living crisis the £5 or £10 was too much for some to commit to monthly, that needs to be respected as financial situation does not (nor should) determine your level of support or bond to the club.

On due diligence, the statement “what does it matter as we’d get it anyway and wouldn’t walk away” is not quite right, for a couple of reasons.

The membership should know prior to ground and club being handed over are we raising money to boost McCalls budget or are we trying to narrow a shortfall. The uproar if on day 1 the first course of action is includes going part time and trimming the office staff with no previous foresight would cause a meltdown on here, and frankly it would be doing the membership a disservice by not getting ahead of the curve as much as possible and using that time to mitigate the issue as much as possible. Their is also the legal obligation of directors towards its shareholders, the Jags Foundation has directors (to be decided by upcoming elections) and it’s members are it’s shareholders.

This also comes down to transparency and engagement, for TGF board to be able to be transparent it needs to know the good bits, bad bits and everything in between of what it’s taking over so it can be risk assessed and worked with the members as how best to sort or grow dependent on situation. I’d rather see a problem upfront and be able to plan for it in advance than get blindsided by it and be reactive rather proactive. The same goes with the good stuff, gives you time to determine how to grow it more, benchmark it and take the good things from that and implement to the areas not as good.

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12 minutes ago, erty13 said:

Understanding that there is hidden debt or liabilities,  would mean you would reduce the price that you pay for a company. 

This does not apply in this case as the price is £0.

Morton we’re given full access even though it was being gifted, they even knew the cost to repair the floodlights in 6 month time.

Also when DD is not given normally a sellers (even if gift) liability would be offered as an alternative.

Both parties apparently want this to work, so the departing party should be aiding the incoming party as much as possible to show what’s due, what needs fixed and how the budgets really are at a micro rather than a macro level.

Surely to help transition Colin Weirs wish to reality all this help and information should be offered??

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31 minutes ago, Hopeless Unbeliever said:

The original letter, which many fans supported, called for change and said that it wanted to ensure that the best possible people came forward to fulfill the board roles in TJF. Of the 700 or so people who have now signed the letter, the 7 put forward under the Jags for Change banner were all original signatories of the letter. It feels a bit clumsy and to use it as a mandate for your election prospects seems slightly disingenuous given that the original letter made no mention of any of the original signatories standing.

We aren't using it as a mandate for our election prospects. We are saying it demonstrates that a significant chunk of our fanbase share our concerns and our assessment about what needs to happen in the immediate future. Any mandate we might have will come, and can only come, from the 500 or so TJF members, who have the opportunity to vote for us or for anyone else who is standing when nominations close tomorrow.

The reason the open letter didn't make any mention of us standing is that none of us had decided to stand at that point. The letter was the product of genuine and spontaneous conversations and a shared frustration about where things had got to.

Having encouraged the wider support to stand, we had further discussions and eventually agreed that some of us should at least grasp the thistle for ourselves and be a part of the process. Especially the experience of having seen The Jags Foundation hit a brick wall in its current iteration, we concluded there was value in a more structured slate, with a specific prospectus on offer that is ready to be pursued on day 1 of the new board. That doesn't mean we aren't open to different ideas (though we are aligned on the fundamentals we are a group which has robust internal scrutiny) but we think there is an urgency about this process now that the direction of TJF needs to be set sooner rather than later.

If members disagree with us on that, obviously that's something we have to take on the chin.  But we suspect time is of the essence here and that unity of purpose is an asset, not a burden.

31 minutes ago, Hopeless Unbeliever said:

These are minor points in the grand scheme of things however and I think a lot of credit has to go to anyone willing to put themselves forward for these roles (a point that equally applies to the previous TJF members who came forward). I would hope that the club did not have an issue with all of the individuals previously involved with TJF and hope that more of them may see fit to stand again as that would speak to some level of optimism from experience that there is a viable solution here. My biggest concern at this stage would be that a new TJF Board coming in on the back of the Open Letter would immediately be setting off on the wrong foot with the club at a time when bridges require to be built.

We want to build bridges. But equally it has to be understood that the TJF Board, by its own admission and public statements, bent over backwards to try to build relationships with the Club. Indeed, on the face of it they had some considerable success as recently as October, securing a commitment to the transfer of shares by June (on which Three Black Cats has now unilaterally reneged).

For TJF to make concessions in this process, it has to be clear what it's actually expected to make concessions on, and those concessions have to be ones that are reasonable to make. I speak only for myself when I say this, but I am not in favour of fan ownership at any price or on any terms. I am only in favour of fan ownership on terms that mean the risk and level of obligation is clearly understood by the support.

31 minutes ago, Hopeless Unbeliever said:

That is absolutely not a criticism of the Open Letter but there has to be a willingness to engage and not prejudge the past from both sides here. I am not sure how that is achieved as at this juncture we feel as far away from it as we ever have. It probably requires an acceptance on both sides that mistakes have been made and to find common ground, that the club has made important steps forward in recent years in several areas for which the current board deserve credit but also that there is never going to be a perfect solution put forward for fan ownership and that a compromise has to be reached.

That is the fundamental essence of the letter and the first pillar of our platform: clarity. What is their criteria? There is no framework for common ground without them saying exactly, and in terms, what is not satisfactory about TJF at the moment.

31 minutes ago, Hopeless Unbeliever said:

On a smaller point, I do have concerns about setting the membership rates so low as it's very difficult to uplift this in any significant manner once established, and gives a fairly easy argument against the legitimacy and ongoing viability of the organisation.

So we've made a very conscious decision here to lower the first year membership rate. It's not a permanent thing, and it's a mechanism to involve more fans in the process.

Indeed, one of the most common criticisms of TJF that we've been hearing is that a regular contribution for a lot of fans is not something that they can afford in the current economic climate and that therefore the current elections are unnecessarily excluding people who feel unable to make that ongoing commitment right now.

It is important, particularly at the start of the fan ownership journey, that engagement is maximised. If you look at other fan ownership organisations, like the one at Exeter, once you get lots of bodies in, actually a lot of the revenue isn't raised from members subs, but from other fundraising activity. But without the engagement, that activity cannot happen on any sort of serious scale.

31 minutes ago, Hopeless Unbeliever said:

Good luck to all standing, even for those who doubt fan ownership (and I don't include myself in that) it has to be recognised that this is the way the club is going and we have to ensure that it is done in the best way possible.

It's a matter of public record that I was a sceptic of fan ownership. My own experiences of serving on the Jags Trust Board some years ago informed that position. But what clinched it for me was seeing that, for Thistle, there really isn't a viable alternative to fan ownership now. Three Black Cats want fan ownership (even if it's not clear how they now want that delivered). No white knights want to buy them out to retain private ownership. And the only others to have made a serious attempt to buy a majority stakeholding in the Club since Save the Jags were two people now firmly associated with dreadful fan relations at Barnsley and Nice and not so much a financial plan as a plan to saddle clubs with debt and turn Thistle into Barnsley reserves.

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21 hours ago, javeajag said:

However it is likely that some of  TJF executive will be in the Board and maybe all - we don’t know - and it’s not clear who the non TJF members in the Board would be.

and Board experience is light on the candidates so far. Being on a company Board has wider responsibilities and accountabilities than you reference. I’m not sure any of the candidates have been on a commercial board.

I am happy to go on the record that I have no desire to be on the football club board. I know others in our group feel the same. TJF previously tried to suggest that role for me, and I declined. I think its easy to underestimate some of the fabulous skills among our support though.

I think I agree with you in that TJF board and club board members require different skillsets and motivations. 

Also to whoever said that 'getting rid of the entire club board' as the agenda of TJF - past or prospective - that is absolutely untrue.

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39 minutes ago, Norgethistle said:

As an original signature of that letter we state clearly in the common platform that we want both parties to get back round the table, whether all of the original signatures are part of that, some of them or none of them, that is entirely for the membership to decide with their votes. 

To get round that table though, the Foundation needs to get some understanding from 3BC as to what reasonable fan ownership model would be acceptable, when the exact same model used at Motherwell, Hearts, Exeter, Wimbledon etc was rejected.

We also need to determine to what method “Fit & Proper” is being assessed, from the folk on the Jags For Change platform and the previous Jags Foundation board I have no known reason as to why any of both groups would fail any of the normal “fit & proper” tests within multiple sectors, some of us due to nature of our current or previous employments have had incredibly detailed and deep background checks (myself included), and there is not 1 of the two groups I could not vouch for as being “fit & proper” nor die hard jags fans, plus all bloody good persons.

One of the feedbacks given at the open night was for folk on low incomes or with lack of disposable income in the current cost of living crisis the £5 or £10 was too much for some to commit to monthly, that needs to be respected as financial situation does not (nor should) determine your level of support or bond to the club.

On due diligence, the statement “what does it matter as we’d get it anyway and wouldn’t walk away” is not quite right, for a couple of reasons.

The membership should know prior to ground and club being handed over are we raising money to boost McCalls budget or are we trying to narrow a shortfall. The uproar if on day 1 the first course of action is includes going part time and trimming the office staff with no previous foresight would cause a meltdown on here, and frankly it would be doing the membership a disservice by not getting ahead of the curve as much as possible and using that time to mitigate the issue as much as possible. Their is also the legal obligation of directors towards its shareholders, the Jags Foundation has directors (to be decided by upcoming elections) and it’s members are it’s shareholders.

This also comes down to transparency and engagement, for TGF board to be able to be transparent it needs to know the good bits, bad bits and everything in between of what it’s taking over so it can be risk assessed and worked with the members as how best to sort or grow dependent on situation. I’d rather see a problem upfront and be able to plan for it in advance than get blindsided by it and be reactive rather proactive. The same goes with the good stuff, gives you time to determine how to grow it more, benchmark it and take the good things from that and implement to the areas not as 

If there was a £100k black hole discovered during due diligence  or if it was discovered on day 1 of fan ownership. The outcome and corrective action is still the same.  The only advantage of due diligence in the share tranfer is that you know about it earlier.

If this was the blocker to the share transfer, you may have to compromise some areas to get the deal over the line.

Too many times in commercial negotiations one party gets stuck down a rabbit hole and do not achieve the main objective.

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1 minute ago, erty13 said:

If there was a £100k black hole discovered during due diligence  or if it was discovered on day 1 of fan ownership. The outcome and corrective action is still the same.  The only advantage of due diligence in the share tranfer is that you know about it earlier.

If this was the blocker to the share transfer, you may have to compromise some areas to get the deal over the line.

Too many times in commercial negotiations one party gets stuck down a rabbit hole and do not achieve the main objective.

Knowing about it earlier allows you to assess quicker how to address it, buys you a bit of time and importantly allows for the membership to mobilize.

The main objective doesn’t change (fan ownership) the way funds are raised and spent does, as does the message from before handover 

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1 minute ago, erty13 said:

If there was a £100k black hole discovered during due diligence  or if it was discovered on day 1 of fan ownership. The outcome and corrective action is still the same.  The only advantage of due diligence in the share tranfer is that you know about it earlier.

If this was the blocker to the share transfer, you may have to compromise some areas to get the deal over the line.

Too many times in commercial negotiations one party gets stuck down a rabbit hole and do not achieve the main objective.

Discovering it before fan ownership offers a massive advantage to planning and expectation management.

Two common themes we hear when we talk to fans who haven't signed up to TJF is:

(a) what is the money for anyway (making them apathetic to participation in the fan-ownership vehicle)

This becomes self-defeating because then people say that the vehicle doesn't have enough paying members to meet these undisclosed and undefined costs

(b) that they think fan-based organisations fundamentally don't understand the business model of football clubs (making them fan-ownership sceptics)

If we know about it before the transfer, we can build a business plan to accommodate and deal with it before assuming responsibility for it. Therefore demonstrate our "fit and proper" status to have custodianship of the Club. If we don't know about it until afterwards, the fan body gets blamed as "naive" and "ill prepared" to deal with the challenges, because it hadn't planned for eventualities such as those. Meanwhile those who made the decisions cannot be held accountable because no warranties are being offered.

Put another way, the criticisms of TJF are often mutually exclusive and contradictory. That sets the tone for Club engagement. That sets the tone for fan engagement.

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I'm keen not to wade into the due diligence debate in great detail as I think there's good points on either side, but one thing I would note is that TJF are (hopefully!) taking on the role of majority shareholder in PTFC. It is not the role of shareholders to have a business plan in place, nor is it the role of shareholders to have a plan to address any 'black hole' in the club's finances. That's the role of the existing Board of Directors of PTFC and will continue to be so after the transfer of ownership of the shares.

I confess I haven't taken as close an interest as I should have to date in TJF's progress or why it stalled the first time around although clearly this seems to have been primarily driven by the club. Is our understanding that it failed largely around the due diligence debate? Reading the statements from PTFC/3BC does not leave much of a road back for TJF. While I think there are questions remaining around TJF's mandate given the relatively disappointing membership numbers so far, it's difficult to see how 3BC can possibly come up with an alternative with a stronger mandate.

 

 

 

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11 minutes ago, Hopeless Unbeliever said:

I'm keen not to wade into the due diligence debate in great detail as I think there's good points on either side, but one thing I would note is that TJF are (hopefully!) taking on the role of majority shareholder in PTFC. It is not the role of shareholders to have a business plan in place, nor is it the role of shareholders to have a plan to address any 'black hole' in the club's finances. That's the role of the existing Board of Directors of PTFC and will continue to be so after the transfer of ownership of the shares.

But equally the majority shareholder is going to be primarily responsible for who is put on the Club Board, going forward, and presumably therefore will be expected to have developed views on these matters. When you have a Board that is unaligned to the broader outlook and approach of the majority shareholders, we end up in tit-for-tat shenanigans like we saw in the summer of 2019.

Also, if you look at the Motherwell model, for example, there is a distinction, but also a synergy, between the fan vehicle board and the Club Board.

So I don't accept that there's as big a distinction there. I do think people can legitimately expect the majority shareholder of a football club not to pass the buck on viability and sustainability. Thistle is not the kind of company with the sort of turnover where we're going to be headhunting and paying great big salaries to directors. 

11 minutes ago, Hopeless Unbeliever said:

I confess I haven't taken as close an interest as I should have to date in TJF's progress or why it stalled the first time around although clearly this seems to have been primarily driven by the club. Is our understanding that it failed largely around the due diligence debate? Reading the statements from PTFC/3BC does not leave much of a road back for TJF. While I think there are questions remaining around TJF's mandate given the relatively disappointing membership numbers so far, it's difficult to see how 3BC can possibly come up with an alternative with a stronger mandate.

My impression is that DD is part of the picture but not the whole story. But when all we have to go on are opaque public statements and vague generalities, it's difficult to pinpoint what put the thing off the rails. I think the fans deserve answers on that at least.

Completely agree with you about the obstacles to an alternative vehicle. TJF is as good as it gets, even though it has clearly not fulfilled its potential (yet!)

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11 hours ago, Lenziejag said:

I get that, but the post I was responding to suggested that due diligence wouldn’t be particularly burdensome. My experience is that it may well be between 10K and 50K  for a business of PTFC size.

Hi - to respond to this point:  diligence on a corporate acquisition will typically take three forms- legal, financial and technical (by which I mean technical building surveys).

Some of this might be covered off by allowing the buyer to rely on existing reports.  But the bulk of DD in a purchase of this nature is financial. 

I understand that there are three accountants associated with the TJF board, one of whom is a partner in the kind of accountancy firm that you would engage to undertake financial DD for an acquisition of this nature.  I also saw names on the letter of support for partners of law firms and firms of building surveyors who will have acted in the purchase and sale of hundreds of more complicated businesses.

While your assessment of the potential DD costs is not off the mark by any means, what the TJF is seeking to undertake is unlikely to have a corresponding cost. Indeed, it may not cost anything other than the time of specialist volunteers.

Edited by stolenscone
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10 hours ago, erty13 said:

Also what would the information be used for.

Would the Jags Foundation, say sorry we don't want the shares as the stadium needs money spent, and the manager is spending too much on players, or would it be used to say look what a mess the previous board have made.

DD is normally about making sure you don't overpay for a business.

It isn’t just about finances - also contracts. It would allow the new board to see what needed attention first eg. 
But this isnt or shouldn’t be a hostile change in ownership. It’s what Colin Weir wanted and Low is there to facilitate it. She should be making it easy - not hard.

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11 hours ago, erty13 said:

Also what would the information be used for.

Would the Jags Foundation, say sorry we don't want the shares as the stadium needs money spent, and the manager is spending too much on players, or would it be used to say look what a mess the previous board have made.

DD is normally about making sure you don't overpay for a business.

Hello erty - it seems to me that taking control of the company in these circumstances, without have the opportunity to undertake financial DD would be possible, but inadvisable. 

It's easy to foresee a new board making budget commitments "blind" which could jeopardise the financial viability of the Club.  "We think we know what the priorities are, so we'll replace the roof ... which doesn't leave enough money to pay this tax bill that we knew nothing about, so we're terribly sorry, but that's the liquidator just called for a chat."

It's an extreme example, but I'm sure that you get the point.  A change of control with little or no visibility on the finances would be dangerous for the health of the business.

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2 hours ago, stolenscone said:

Hello erty - it seems to me that taking control of the company in these circumstances, without have the opportunity to undertake financial DD would be possible, but inadvisable. 

It's easy to foresee a new board making budget commitments "blind" which could jeopardise the financial viability of the Club.  "We think we know what the priorities are, so we'll replace the roof ... which doesn't leave enough money to pay this tax bill that we knew nothing about, so we're terribly sorry, but that's the liquidator just called for a chat."

It's an extreme example, but I'm sure that you get the point.  A change of control with little or no visibility on the finances would be dangerous for the health of the business.

It is an extreem example, and I fully understand the risks of this approach. 

Why due diligence is probably discussed  so much on here is that is the only area that has been fed back from the Jags Foundation discussions with board.

If it was the blocker, then park it to one site and focus on areas where both parties agree or have common ground. I have not seen anything where the Jags Foundation and the board have agreed on. In a negotiation the more you agree on, the more progress you make and  more trust is built up.

If there have been areas where both parties have agreed, then communicate the progress to the members please.

 

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