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11 hours 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.

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.

 

 

 

Yes but it is the role of the shareholders to appoint the Board of Directors. Depending on the priorities that arise for the club, that will have an impact on the skills that the shareholders would want on the Board to address issues such as finances, property projects etc.

For example, given the dreadful communication from the club lately, it would be great to have an experienced PR professional on there to help improve that.

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It is with no little trepidation that, as a member of the initial failed TJF Board, that I stick my head above the parapet. My motivation is to provide a little background on some things and provide some personal observations. Hopefully some of it might be useful and/or of interest.

I’ll start with the difficult bit. Due Diligence. I’ll be honest my knowledge of what constitutes due diligence was/is very limited. It’s not something that I’ve had cause to have involvement and my approach to that was very much that of a layperson. There were others on TJF Board with far greater knowledge than me. It’s only sensible to defer to them. Problem was there were conflicting views.

The position of Three Black Cats was that Due Diligence wasn’t required as the shares would be a gift. The legal advice provided to TJF Board supported that.

However, it doesn’t seem sensible to me to simply accept the majority shareholding without knowledge of the financial position and the internal workings of the Club.

It was proposed by Three Black Cats that in the period in the lead up to the transfer of the majority shareholding there would be a period of knowledge sharing between the Board of the football club and the Board of TJF.

In practical terms this would involve a period where a member of TJF Board would sit on the Club Board as a full Board member. This would not just provide a snapshot of the financial position of the Club at any given point but provide an understanding of how the Club had reached the current position and plans moving forward.

Through that Board member, TJF Board were to gain full knowledge of the Club’s position. We signed Non-Disclosure Agreements which I took comfort from as this suggested full disclosure. You may think me naive , or just plain wrong, but I didn’t get any sense that they was any attempt to hide anything or any attempt to delay/prevent the transfer of the shareholding from taking place. Others, with far more knowledge and experience than me, suggested that Due Diligence can, and has, thrown up things that even the ‘seller’ was previously unware of. It’s a compelling argument.

There was some discussion as to who from TJF Board would perform this Club Board role with some, understandable reluctance, from those approached. Eventually it fell to Gavin Taylor to perform that important role.

As a layperson, in terms of Due Diligence the above worked for me.

In practice, and purely from my perspective, I don’t think it worked well. Despite signing those NDA I didn’t have a better sense of the internal workings of the Club than I did prior to signing it. No information, to the best of my knowledge, was shared by Gavin with TJF Board that wasn’t readily available elsewhere. Where the ‘blockage’ came from I genuinely don’t know. By the time Gavin stepped down from his position on the Club Board I’d stepped down from TJF Board.

It was with no little sadness that I read the joint Three Black Cats/Partick Thistle statement saying the TJF would not be the recipients of the majority shareholding.

My view is that the Fan Ownership model is one that all clubs should aspire to. It puts control of the Club in the hands of the people that care most about it.

There are good people involved with TJF. Some I considered friends beforehand (and beyond) and some that I consider friends now. Did we agree all the time? No but the desire to make it work was there although our thoughts as to the best route differed.

The Three Black Cats statement said that they had concerns re the progress TJF was making in terms of passing the “fit and proper” test. I took that to mean the organisation itself rather than the individuals themselves as has emotively been suggested. Either way it’s wasn’t pleasant reading.

I do think, however, that some of the points made in that statement though hurtful weren’t without merit. I do feel that TJF Board did get bogged down on the Due Diligence issue. Others will disagree and I respect that view.

I think we failed, and it is a collective failure I’m in no way trying to absolve myself of blame, to reach out to the broad church that the Thistle support is. There was some sterling work done with some relatively small groups but I think we ignored, for want of a better expression, ‘the silent majority’. That people still see Fan Owned and think Fan Run means we failed to articulate that distinction. I think too we failed to reach out to the other shareholding groups and make TJF an even broader organisation. Whatever fan organisation ultimately receives the majority shareholding, and I have to believe it will happen, needs to try and represent as many people as possible.

I have concerns that the current approach brings a fan owned Partick Thistle no closer. For it to succeed there has to be compromise from both sides. There needs to be a far less adversarial approach from all parties. I don’t currently get a sense of any movement towards that, not least because until the elections are completed there really isn’t a Jags Foundation Board. Trust me when I say that I passionately want to see a fan owned Partick Thistle and I wish anyone working towards that goal all the luck in the world. For me it’s less about short term change and more the future Partick Thistle long after I’ve vacated my seat at Firhill for a more celestial one elsewhere.

Edited by Tom Hosie
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7 hours ago, stolenscone said:

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.

And that is fair enough for TJF. But playing devils advocate a wee bit here - what about PTFC ? They have to protect themselves. They info that is being handed over is very sensitive/confidential. Who/How many people on TJF are going to see it ? Are there NCD’s in place ? And what about the time it takes  ? Due diligence can become all consuming, particularly on a small admin team.

posted before reading Tom’s post

Edited by Lenziejag
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5 minutes ago, Lenziejag said:

And that is fair enough for TJF. But playing devils advocate a wee bit here - what about PTFC ? They have to protect themselves. They info that is being handed over is very sensitive/confidential. Who/How many people on TJF are going to see it ? Are there NCD’s in place ? And what about the time it takes  ? Due diligence can become all consuming, particularly on a small admin team.

The Board of TJF all signed NDAs at the time that Gavin Taylor took up a place on the Club Board. This was to allow Gavin to share information from his role as a full participatory member of the Club Board with TJF Board. 

If my recollection is correct those that signed that NDA, myself included are; quite properly IMO, still bound by it. 

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26 minutes ago, Lenziejag said:

And that is fair enough for TJF. But playing devils advocate a wee bit here - what about PTFC ? They have to protect themselves. They info that is being handed over is very sensitive/confidential. Who/How many people on TJF are going to see it ? Are there NCD’s in place ? And what about the time it takes  ? Due diligence can become all consuming, particularly on a small admin team.

posted before reading Tom’s post

This is a very small business if there is sensitive/commercial information I think I would want to know what it is before they throw the ownership over the fence …..the fact that everybody had to sign NDAs and then nothing was disclosed is on the one hand hilarious and on the other very concerning,

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19 minutes ago, javeajag said:

This is a very small business if there is sensitive/commercial information I think I would want to know what it is before they throw the ownership over the fence …..the fact that everybody had to sign NDAs and then nothing was disclosed is on the one hand hilarious and on the other very concerning,

Just to be clear, in case my overly wordy post is being picked up wrongly, I genuinely don't know where the 'blockage' (if indeed there was one) was formed in terms of knowledge sharing. 

At no point while I was on TJF Board was any suggestion, at least that I was aware of, given by Gavin that he wasn't provided with unfettered access to the Club's activities as befitting a Club Director. 

Equally though there wasn't much time spent discussing the report that Gavin provided on the Club Board activities at our, TJF, Board meetings. Our focus seemed to be on other things, often circular debates on Due Diligence. 

That we didn't make the knowledge sharing process work better is a source of frustration. I repeat that was a collective failing. I'm not throwing Gavin under the bus here, I hope it doesn't come across as I am. He was a reluctant conscript to the Club Board due to other commitments and I think his subsequent resignation is perhaps reflective of that. 

Edited by Tom Hosie
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28 minutes ago, Tom Hosie said:

Just to be clear, in case my overly wordy post is being picked up wrongly, I genuinely don't know where the 'blockage' (if indeed there was one) was formed in terms of knowledge sharing. 

At no point while I was on TJF Board was any suggestion, at least that I was aware of, given by Gavin that he wasn't provided with unfettered access to the Club's activities as befitting a Club Director. 

Equally though there wasn't much time spent discussing the report that Gavin provided on the Club Board activities at our, TJF, Board meetings. Our focus seemed to be on other things, often circular debates on Due Diligence. 

That we didn't make the knowledge sharing process work better is a source of frustration. I repeat that was a collective failing. I'm not throwing Gavin under the bus here, I hope it doesn't come across as I am. He was a reluctant conscript to the Club Board due to other commitments and I think his subsequent resignation is perhaps reflective of that. 

Thanks Tom, a little confused as on the first post it states

 “Despite signing those NDA I didn’t have a better sense of the internal workings of the Club than I did prior to signing it. No information, to the best of my knowledge, was shared with TJF Board that wasn’t readily available elsewhere. Where the ‘blockage’ came from I genuinely don’t know.“  

yet on the second it states

At no point while I was on TJF Board was any suggestion, at least that I was aware of, given by Gavin that he wasn't provided with unfettered access to the Club's activities as befitting a Club Director. “ 

Was the information not flowing back,? Which I’d be very surprised about.

Or did the club board not actually have information regarding to daily finances, budget adherence  and future liabilities? Which would point to the board not actually controlling the club

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20 minutes ago, Norgethistle said:

Thanks Tom, a little confused as on the first post it states

 “Despite signing those NDA I didn’t have a better sense of the internal workings of the Club than I did prior to signing it. No information, to the best of my knowledge, was shared with TJF Board that wasn’t readily available elsewhere. Where the ‘blockage’ came from I genuinely don’t know.“  

yet on the second it states

At no point while I was on TJF Board was any suggestion, at least that I was aware of, given by Gavin that he wasn't provided with unfettered access to the Club's activities as befitting a Club Director. “ 

Was the information not flowing back,? Which I’d be very surprised about.

Or did the club board not actually have information regarding to daily finances, budget adherence  and future liabilities? Which would point to the board not actually controlling the club

The first part quote could have been worded better. It should read "No information, to the best of my knowledge, was shared by Gavin Taylor with TJF Board that wasn't readily available elsewhere". I can see why there would be confusion. I'll reword my original post. 

Gavin didn't, in any correspondence I saw or at any TJF Board Meetings I attended, indicate that he wasn't given unfettered access to the Club's activities or raise concerns. 

Nonetheless there was no meaningful exchange of knowledge between Gavin and TJF Board. Or at least none that I was aware of. I wasn't able to attend every Board Meeting

I'm trying to avoid presenting, as fact, why I suspect that was the case. All I will say is that our, TJF, Board meetings were rather narrow in focus. 

It's a failing on my part that I didn't ask raise this issue at TJF Board Meetings which I have cause to regret. 

Edited by Tom Hosie
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5 hours ago, Tom Hosie said:

 

There was some discussion as to who from TJF Board would perform this Club Board role with some, understandable reluctance, from those approached. Eventually it fell to Gavin Taylor to perform that important role.

 

Hi Tom, I recall this meeting well. It was 13th October. I remember you saying , and I am paraphrasing, 'Whoever does this role , its a poisoned chalice - I think you should do it Sandy'!

The reason I did not take the club board role was not due to a general reluctance though. It was due to a very specific one which you have omitted from your history of events. It was because I noted that I was best placed to remain on the TJF Board to oversee due diligence process without being compromised nor conflicted. On 14 October, I wrote to Gavin Taylor to decline the board position formally (having said I would sleep on it), including this paragraph which one of your fellow board members at the time described as a 'compelling reason' for me not to go onto the Club board (because at that time, there was an expectation by all on the TJF board that due diligence, as fed back during engagement sessions, was indeed a prerequisite to move forward). The position of others changed later. I have simply remained consistent.

"3.    I think I can add more value to TJF than to the PTFC board. That is a matter of opinion, but in particular for example in assessment/instruction of due diligence. I know you and I differ on this. You think it doesn’t matter as we will never refuse the share transfer. I agree with that to an extent, but I feel passionately that it absolutely does matter for our credibility that we know the position we are taking into fan ownership so there is a realistic set of expectations for our friends and fellow supporters."

I am glad you and I now agree that the approach which was taken and was supported by the majority of the TJF Board 'did not work well'. As you know I felt this approach was flawed and I consulted my Institute and ethically was therefore required to resign on their advice. At the time you opined, how could I speak about working together and compromise and then resign when not getting my way? I think that matters of ethics where you have a regulatory body don't quite work like that, in that you sacrifice having the choice of compromise. Compromise over ethical matters is something I would not do.

For fan ownership to work, in my opinion, the fan ownership body needs to be professional and have independent thought and standards (and ethics) from the outset.  For the avoidance of doubt, this need not be adversarial as you suggest. I truly believe that can be avoided, but I also do not think there is any harm in having the ambition to do things as professionally as can be done from the outset. 

 

 

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It has been so heartening to see the groundswell of support within the Thistle fanbase for fan ownership in recent weeks.

Whatever the result in the Foundation elections, I am confident that this process will demonstrate that this can be done and that it can be made to work.

First and foremost, I would ask you all to vote for me and the other six Jags For Change candidates. We have a clear plan for the Foundation that can be taken forward from day one, and we stand ready to work with others, within and beyond the Foundation to make it happen.

Secondly, I'd ask you to encourage your friends and family to join The Jags Foundation if they haven't already. If this is going to work, we have to show the Club's current custodians that the Thistle support will step up to the plate when called upon. The Foundation elections are the first step on that journey but we're going to need people with experience, expertise and enthusiasm in the coming months, not just to get this over the line but to make a real success of it.

When the e-ballots come out, please use 7 of your votes to elect:

Andrew Holloway, Graeme Cowie, Heather Iona Holloway, Ian Mackinnon, Sandy Fyfe, Stuart Callison and Stuart Goldie

image.thumb.png.b45109ed108b46753e13d0e92962188f.png

 

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Received my voting email today, word of warning you need to pick all candidates you want to vote for in one go before voting... i did one thinking i could go back and vote for another candidate until i did all 9 and found i could not !  ... Woodstoock Jag will just need to do the work of 9 people as a result

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51 minutes ago, jaggymct said:

Received my voting email today, word of warning you need to pick all candidates you want to vote for in one go before voting... i did one thinking i could go back and vote for another candidate until i did all 9 and found i could not !  ... Woodstoock Jag will just need to do the work of 9 people as a result

1. Thank you for your vote!

2. I don’t know if it’s possible but you might want to try to contact Allan Heron, the TJF Secretary, to explain this and ask for your ballot to be annulled and reissued. I don’t know if that is possible but worth asking.

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26 minutes ago, Norgethistle said:

Many a pair of trousers or shoes ruined with that

A whole new thread there 'Worst pie ever'! One that sticks in my mind (as well as throat) was one at Easter Road. Burning hot crust but frozen in the middle  when I complained the female at the stall scowled and slapped my 50p refund right in a pool of bovril on the counter top! 

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2 minutes ago, fifexile said:

A whole new thread there 'Worst pie ever'! One that sticks in my mind (as well as throat) was one at Easter Road. Burning hot crust but frozen in the middle  when I complained the female at the stall scowled and slapped my 50p refund right in a pool of bovril on the counter top! 

Ooft, that’s a pie not to be ever served again. I liked the curry pies at Firhill a few years back. But mostly food at football grounds is ‘mince’. 
 

Small clubs often do the best food, cos it can be virtually homemade 

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34 minutes ago, sandy said:

Ooft, that’s a pie not to be ever served again. I liked the curry pies at Firhill a few years back. But mostly food at football grounds is ‘mince’. 
 

Small clubs often do the best food, cos it can be virtually homemade 

Did we also get a haggis pie at one point? Forfar wins for me. A bridie is a great way to soak up the pre match pints and keeps me going until I hit the chippy on the way home!

ETA its a long way to go, but the pasties at Truro City  do the same job with the added bonus of a bar inside the old ground and picnic benches to sit and enjoy a cooling cider with a pasty while watching a game.

Edited by fifexile
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13 minutes ago, fifexile said:

Did we also get a haggis pie at one point? Forfar wins for me. A bridie is a great way to soak up the pre match pints and keeps me going until I hit the chippy on the way home!

ETA its a long way to go, but the pasties at Truro City  do the same job with the added bonus of a bar inside the old ground and picnic benches to sit and enjoy a cooling cider with a pasty while watching a game.

Haggis yes. Forfar is very possibly the tastiest ground in Scotland. 
 

I’ve spent a few years working down south. Once had a meeting near St Austell. So next time I’ll be requesting Truro for ‘business reasons’ obviously. 
 

I can however report that the grub at Accrington Stanley is average. 

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12 minutes ago, sandy said:

Haggis yes. Forfar is very possibly the tastiest ground in Scotland. 
 

I’ve spent a few years working down south. Once had a meeting near St Austell. So next time I’ll be requesting Truro for ‘business reasons’ obviously. 
 

I can however report that the grub at Accrington Stanley is average. 

Grub at Ipswich isn't too bad.

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