The Jags Foundation

[stolenscone]

Just now, Jimbo said:

So can I conclude that TBC/BoD shared their intention in relation to the share transfer with the Ark Sports agency but kept TJF, & fans generally, in the dark? Sure looks like it.

Looks to me as though it was shared with the Cumberland bus!!

[Dougall]

22 minutes ago, jagfox said:

Partick Thistle have a few players represented by Ark including Harry Milne. I'm sure they would want what they see as the best for the club. Not much to be made on part-time or even amateur players in the lower leagues.

If there is no professional involvement then why are there fans who are not trustees with more information than the rest of us.

The lack of openness and transparency from the PTFC Trust is the antithesis of the Jags Foundation. It's not a good start, we have no idea who the people involved are and they have just decided what is best for us as fans.

 

Edited August 18, 2022 by Dougall

[stolenscone]

Nailed it, Dougall.  One of the reasons why I'm so annoyed. 

[jagfox]

20 minutes ago, Dougall said:

If there is no professional involvement then why are there fans who are not trustees with more information than the rest of us.

The lack of openness and transparency from the PTFC Trust is the antithesis of the Jags Foundation. It's not a good start, we have no idea who the people involved are and they have just decided what is best for us as fans.

 

An agent does have a professional involvement with the club. They will regularly meet/ speak with board members and the CEO. Discussing the distribution of the fans' (haha) shares is another matter.

[javeajag]

40 minutes ago, stolenscone said:

If (and without sight of an updated Trust deed / conditions imposed on the share transfer, I am speculating) the 75% shareholder is not entitled to vote on matters of appointing Club board directors, then the appointments would be voted on by the other 25% shareholders, I would think.

Yes that makes sense and I suspect that will happen 

[MarciaBlaine]

But what are the mechanisms for it? How could they be expected to coordinate or set a strategy? 

The fan ownership model lets this happen, for example, annually. A single controlling entity can do the same. Recently, you'd assume the direct overlap between 3BC and the club chair allowed it to be a moot point. 

[stolenscone]

2 minutes ago, MarciaBlaine said:

But what are the mechanisms for it? How could they be expected to coordinate or set a strategy? 

The fan ownership model lets this happen, for example, annually. A single controlling entity can do the same. Recently, you'd assume the direct overlap between 3BC and the club chair allowed it to be a moot point. 

Marcia - under the proposed model as it seems to have been advertised, the Trust, as majority shareholders, has no role to coordinate or set the strategy for anything.  It has no active role to play whatsoever.

If the club board chooses to do so, then the Trust will be fed snippets of information as and when convenient.  The Trust then gets to decide if or to what extent any of that information is disclosed to the supporters. 

The Trust doesn't get to hold the Club board to account;  the supporters don't get to hold the Trust to account.   It's easy to see who wins, and it's not the supporters. 

[Dick Dastardly]

If The PTFC Trust were to sell their shares, who would benefit from the proceeds ? I would assume the members (ie current season ticket holders). That being the case, would it be possible for the members to submit an offer to buy the shares, it wouldn't matter the cost as they would get their money back (less legal/transaction costs). I know it is hypothetical as I doubt that it would be possible to get every single one to agree, and even if offered £100m the trust could still say no, but if relations between the new owners and the support continue to deteriorate, who knows 

[MarciaBlaine]

5 minutes ago, stolenscone said:

Marcia - under the proposed model as it seems to have been advertised, the Trust, as majority shareholders, has no role to coordinate or set the strategy for anything.  It has no active role to play whatsoever.

If the club board chooses to do so, then the Trust will be fed snippets of information as and when convenient.  The Trust then gets to decide if or to what extent any of that information is disclosed to the supporters. 

The Trust doesn't get to hold the Club board to account;  the supporters don't get to hold the Trust to account.   It's easy to see who wins, and it's not the supporters. 

Thanks again. I suppose what I'm really wondering is, with all that said, what is the mechanism for the remaining shareholders to steer the club? Aka who's actually in charge of strategy and how do they exert that control? 

[stolenscone]

2 minutes ago, Dick Dastardly said:

If The PTFC Trust were to sell their shares, who would benefit from the proceeds ? I would assume the members (ie current season ticket holders). That being the case, would it be possible for the members to submit an offer to buy the shares, it wouldn't matter the cost as they would get their money back (less legal/transaction costs). I know it is hypothetical as I doubt that it would be possible to get every single one to agree, and even if offered £100m the trust could still say no, but if relations between the new owners and the support continue to deteriorate, who knows 

DD - it would be up to the Trustees to decide whether to sell and at what price and to whom. In deciding, they need to adhere to the Trust purpose, and act in the best interests of the beneficiaries.  Buy if they decide it's not in your best interests, then no dice.  They don't need to consult with you.  It's just one reason why a trust structure is unsuitable for this sort of thing.

[stolenscone]

Just now, MarciaBlaine said:

Thanks again. I suppose what I'm really wondering is, with all that said, what is the mechanism for the remaining shareholders to steer the club? Aka who's actually in charge of strategy and how do they exert that control? 

The club board is in charge of strategy. That's as it should be.

Shareholders can remove directors if they are unhappy with the job that they are doing. It just seems that when we're talking about "shareholders" in this particular context, it seems that we mean every shareholder except for the majority shareholder.

[ChiThistle]

Another puzzling thing is that, as I recall, 3BC mentioned one reason for “fan ownership” is to ensure the club isn’t sold out from under our feet.

How can they even say that with this neutered version of ownership they are peddling?  If Ken Bates, Laurence Bassini, or some other suspect buyer came in and the club board wanted to go ahead with it, what more could the PTFC Trust do but “strongly urge them not to”?

Under this version of ownership, the club is “ours” in the same way my daughter’s tablet is “hers” - she can use it, but I tell her how and how often.  And she can complain all she wants if I take it away, but in the end what I say goes.

[stolenscone]

Apologies if I am monopolising the chat:

Chi - here is another technical point for consideration:  a number of years ago, the PTFC Limited shareholders agreed to amend the company's constitution to allow the board of directors to issue new share capital (in unlimited amounts) to 3rd parties, as and when they saw fit.

An important effect of this is that it allows the board to dilute existing shareholders to the point of irrelevance.

So, hypothetically, the Trust could own 75% of the shares today. Ken Bates comes along tomorrow offering to buy the club for a pittance. The club board can issue enough shares to give Ken Bates a majority ownership without the Trust being able to do anything about it.  The Trust's interest is diluted into irrelevance,  and whatever limited role the Trust was supposed to play is easily side stepped.  

Without proper checks and balances, this is all just window dressing. 

[Tom Hosie]

3 minutes ago, ChiThistle said:

Another puzzling thing is that, as I recall, 3BC mentioned one reason for “fan ownership” is to ensure the club isn’t sold out from under our feet.

 

Once the transfer of the majority shareholding goes through to the PTFC Trust then the Club Board can't sell the club to anyone? Any prospective bidder would have to deal with the PTFC Trust and they would need to demonstrate that were acting in the best interests of the beneficiaries in whatever decision they took? 

When the Beattie led group returned to the Club they could sell their shareholding to anyone they wanted without any constraint. And they did, they sold to Colin Weir. 

[stolenscone]

Tom - see my post from a second ago.  If you wanted to "sell" the club to a 3rd party, you would issue more shares and sidestep the Trust altogether. 

[sandy]

So to summarise, 5 random fans will be gifted the majority shares. They have no track record of communicating or engaging with the fans. They have no fan representation on the Club Board. The Club Directors have no shares but appear to be accountable to no-one, so they continue happily trundling along doing what they want.

Where is the supporters voice & influence in all of this. Nowhere. 

[Tom Hosie]

1 minute ago, stolenscone said:

Tom - see my post from a second ago.  If you wanted to "sell" the club to a 3rd party, you would issue more shares and sidestep the Trust altogether. 

I did see that just after I posted. 

Thanks, helpful/interesting/disconcerting. 

[lady-isobel-barnett]

5 minutes ago, sandy said:

So to summarise, 5 random fans will be gifted the majority shares. They have no track record of communicating or engaging with the fans. They have no fan representation on the Club Board. The Club Directors have no shares but appear to be accountable to no-one, so they continue happily trundling along doing what they want.

Where is the supporters voice & influence in all of this. Nowhere. 

I actually believe if you selected any 5 fans at random, chances are you would have more engagement with the support than present. So you've got to ask who selected those particular five and why. 

[JAG1970]

Just now, lady-isobel-barnett said:

I actually believe if you selected any 5 fans at random, chances are you would have more engagement with the support than present. So you've got to ask who selected those particular five and why. 

Precisely... lap dogs for JL and the board to carry on regardless of the wishes of Colin Weir 

[sandy]

Sandie Shaw predicted this outcome back in 1967, dedicating her Eurovision entry to future incarnations of the PTFC Trust. Allegedly. 

Edited August 18, 2022 by sandy

[Garscube Road End 2]

16 minutes ago, sandy said:

Sandie Shaw predicted this outcome back in 1967, dedicating her Eurovision entry to future incarnations of the PTFC Trust. Allegedly. 

Very apt.

[Rid Skwerr]

37 minutes ago, stolenscone said:

Apologies if I am monopolising the chat:

Chi - here is another technical point for consideration:  a number of years ago, the PTFC Limited shareholders agreed to amend the company's constitution to allow the board of directors to issue new share capital (in unlimited amounts) to 3rd parties, as and when they saw fit.

An important effect of this is that it allows the board to dilute existing shareholders to the point of irrelevance.

So, hypothetically, the Trust could own 75% of the shares today. Ken Bates comes along tomorrow offering to buy the club for a pittance. The club board can issue enough shares to give Ken Bates a majority ownership without the Trust being able to do anything about it.  The Trust's interest is diluted into irrelevance,  and whatever limited role the Trust was supposed to play is easily side stepped.  

Without proper checks and balances, this is all just window dressing. 

Has something like this already happened in respect of the shares held by The JAGS Trust -  about a million I believe.

I don't know the actual numbers of shares in circulation but a million shares in a small company sounds a lot to me, and it probably was at the time they were obtained.

However that ownership now appears to convey very little influence,  and would seem to confirm Stolenscone's concerns above.

[javeajag]

49 minutes ago, Tom Hosie said:

Once the transfer of the majority shareholding goes through to the PTFC Trust then the Club Board can't sell the club to anyone? Any prospective bidder would have to deal with the PTFC Trust and they would need to demonstrate that were acting in the best interests of the beneficiaries in whatever decision they took? 

When the Beattie led group returned to the Club they could sell their shareholding to anyone they wanted without any constraint. And they did, they sold to Colin Weir. 

Isn’t that scenarios a bit like a bowling club selling itself for housing ? Someone buys the trusts shares the beneficiaries get x pounds which includes the trustees and potentially the board 

that is deemed in the best interest of the beneficiaries so if the club is fold for say £2m beneficiaries get £1300

[Dougall]

"We were tired of the speculation around the club’s future and could see it causing divisions between fans and the club and wanted to do something about it.We hoped our experience may be of use if combined with others who have complementary skills to our own individual ones."

The Trust finally speaks. Unless their plan was to create more division between the fans and the club they have failed right from the start.

 

[stolenscone]

25 minutes ago, Rid Skwerr said:

Has something like this already happened in respect of the shares held by The JAGS Trust -  about a million I believe.

I don't know the actual numbers of shares in circulation but a million shares in a small company sounds a lot to me, and it probably was at the time they were obtained.

However that ownership now appears to convey very little influence,  and would seem to confirm Stolenscone's concerns above.

Rid - yes. This is exactly what has happened to the Jags Trust shareholding since the STJ days.

For transparency, I'm fairly sure that the changes to the PTFC Ltd constitution happened under David Beattie's watch. I am also sure that there were good reasons for doing it at the time.  But the point is that it now cuts across the core principle of the very pared back notion of fan ownership (I hesitate to even call it that) that is being promoted by 3BC and the Club.

It's fine until it's tested and found wanting. Personally, I really don't like the whole "trust me, I'm a good egg" line.  I'm sure everyone involved is a lovely person with the best of intentions, but give me a robust structure instead, every day of the week.  I don't want to have to pore over poorly drafted documents piecing together obvious loopholes - I want a well thought out structure with proper checks and balances and the supporters at the heart of it.