Second Tranche Investment

[Jordanhill Jag]

18 minutes ago, Woodstock Jag said:

We refused to agree to the original investment proposal documents.

We explained this in our Investment Process document of 18th October 2023. Several substantive changes were made to the contents of the Investment Agreement and the proposed changes to the Articles of Association in direct response to TJF pushing back.

If you actually bothered to read that document you'd see the four core commitments that we secured:

• a strengthened protection of the majority shareholding compared to the original proposal
• an explicit commitment to future fan consultation (now enshrined in the CTA)
• an accelerated process to draft and implement a legally binding CTA (to give those commitments teeth, now to be signed later this week)
• stronger carve-outs than the original deal provided to allow TJF to communicate the terms of the deal to our members and the wider fanbase

That process wasn't flawless, but you are just talking rubbish about TJF's role in it and I won't just sit here and let you misrepresent what happened.

We weren't, and still aren't, the majority shareholder Jim. At the time of the investment we were one of only four trustees. TJF had, indeed still has, no power unilaterally to remove anyone as a director of the Football Club.

The difference between you and us is that we are willing to work with people to improve things when the Club is mere weeks away from running out of cash.

You want to throw your toys out the pram. 

We don't want to replace that Board, Jim. We want to work with them to provide a period of stability at the Football Club, and to unify the Club.

We want to build things. You want a tantrum.

Nope - I want a Board that has the ability to balance a budget and has the Business Acumen ( and contacts ) to do so 

I want a majority shareholder to act like it and take the required steps when this isn't happening 

Tranche 2 application demonstrates we require TJF to review its position as the very idea of it is a nonsense 

£1MN of cash in the space of 6 Months for a Company that turns over £2MN - what planet are you living on 

And this is a serious proposal FFS thats unbelievable 

Edited February 21 by Jordanhill Jag

[Lenziejag]

14 hours ago, watties wallies said:

If this goes on much longer I am going to start the match thread for the Dumfy game 

You’re too late.

[a f kincaid]

This is well past tedious.

Being swept along on the tide of so-called fan ownership doesn't mean an end to financial worries. They will always exist. Clubs at our level will always need investment from whatever source they can find in order to survive. Our club must be the only beneficiary of funding from a multi-millionaire but, in short time, have to rely on a random cup draw to be able to play the wages.

Business men have put £500k into the club. From all reports they would like to top that up to £1m yet here we are squabbling about if it should be allowed and why, who said (or didn't say) what, where, when etc.

Please find an alternative platform for all this stuff. First and foremost we're a football club and this is a football forum.

[admin]

Do we need to start, like Twitter (sorry X), to start flagging up posts that contain demonstrabily false information? 

[Jordanhill Jag]

33 minutes ago, a f kincaid said:

This is well past tedious.

Being swept along on the tide of so-called fan ownership doesn't mean an end to financial worries. They will always exist. Clubs at our level will always need investment from whatever source they can find in order to survive. Our club must be the only beneficiary of funding from a multi-millionaire but, in short time, have to rely on a random cup draw to be able to play the wages.

Business men have put £500k into the club. From all reports they would like to top that up to £1m yet here we are squabbling about if it should be allowed and why, who said (or didn't say) what, where, when etc.

Please find an alternative platform for all this stuff. First and foremost we're a football club and this is a football forum.

Because its not a Gift - the Board want to sell off more Shares for the other £500k 

Thats not a Business Plan 

Thats selling off the Club 

Thats not Fan Ownership 

TJF did not say btw we are going with the German Model of 51% when they removed Jlo ? 
 

Why does a Club with a turnover of £2MN require a cash injection of £1MN in six months 

Why does a Club Forecasting a loss of £150K this Season ( with Cash Reserves of £500K) and a Breakeven Forecast next Season require additional Funding of £500K within weeks of the AGM ? 

If you find it Tedious - dont read the Thread 

[Very Bitter Jag]

16 minutes ago, Jordanhill Jag said:

 

 

Edited February 21 by Very Bitter Jag
In hindsight I can't be bothered getting involved!

[Lenziejag]

25 minutes ago, Jordanhill Jag said:

Because its not a Gift - the Board want to sell off more Shares for the other £500k 

Thats not a Business Plan 

Thats selling off the Club 

Thats not Fan Ownership 

TJF did not say btw we are going with the German Model of 51% when they removed Jlo ? 
 

Why does a Club with a turnover of £2MN require a cash injection of £1MN in six months 

Why does a Club Forecasting a loss of £150K this Season ( with Cash Reserves of £500K) and a Breakeven Forecast next Season require additional Funding of £500K within weeks of the AGM ? 

If you find it Tedious - dont read the Thread 

Who are you trying to convince? You should try another outlet where you might find some support for your fears. It doesn’t appear to be here.

[Woodstock Jag]

34 minutes ago, Jordanhill Jag said:

TJF did not say btw we are going with the German Model of 51% when they removed Jlo ? 

We are not going to 51% fan ownership.

(a) even if the second tranche of investment happens on the same terms as the share issue for the first tranche, the PTFC Trust's shareholding would still be above 60%

(b) the so-called 51% provision is a new protection, not a target end-point for dilution - before October 2023 there were zero legal protections in the Articles of Association for the majority shareholding

(c) the legal protection secured in the Investment Agreement and Articles of Association provide that the PTFC Trust's shareholding cannot drop below 51% without consent. When you add in The Jags Trust's shareholding that means (even if PTFC Trust is diluted to 51%) the overall fan shareholding will be above 55% - so still not the German model; actually stronger than it!

(c) any dilution from current fan-owned levels requires a beneficiary vote, putting the decision in the hands of literally thousands of Partick Thistle fans

34 minutes ago, Jordanhill Jag said:

Why does a Club with a turnover of £2MN require a cash injection of £1MN in six months 

It doesn't "require" it. It "required" a £500k cash injection. This was the figure TJF told the fans was needed, at a minimum, in June 2023. This was no secret.

This was needed because the Club's cash reserves were obliterated by a series of erroneous and profligate budgets set in the years up to summer 2022, committing the Club to high overheads, undermining key commercial revenue streams, and running substantial six-figure structural deficits: a financial position that cannot be fully fixed in the space of one full season.

34 minutes ago, Jordanhill Jag said:

Why does a Club Forecasting a loss of £150K this Season ( with Cash Reserves of £500K) and a Breakeven Forecast next Season require additional Funding of £500K within weeks of the AGM ? 

The Club doesn't "have cash reserves of £500k". The £500k was needed to prevent a negative cash trough. There will not be £500k sitting in the bank at all times throughout this season. It will probably be at the end of a season, when all the prize-money gets paid out, and in the early part of the season, when a lot of the season ticket-income is banked, but the trough in mid-season will be substantially lower than that.

Indeed, if the Club permanently had £500k of cash in the bank, there would be no need for investment at all. The net current assets would be positive and all short-term liabilities would be able to be met at all times without difficulty.

Look back at the annual accounts, Jim. The net current assets as at May 2023 were negative to the tune of £250k. This meant, in effect, that if you stripped out the directors loans the Club's liquid assets were essentially equal to its short-term liabilities. So once everyone gets paid-up there's barely anything left in the bank. Almost exactly zero, in fact.

Even if the Club had run a break-even budget this season, it would have needed substantial six-figure investment just to remain solvent, because of cashflow peaks and troughs.

The £500k boosts cashflow and net current assets, so that they never drop below zero at any point in 2023-24. But they will often be below £500k.

Edited February 21 by Woodstock Jag

[Jordanhill Jag]

1 hour ago, Woodstock Jag said:

We are not going to 51% fan ownership.

(a) even if the second tranche of investment happens on the same terms as the share issue for the first tranche, the PTFC Trust's shareholding would still be above 60%

(b) the so-called 51% provision is a new protection, not a target end-point for dilution - before October 2023 there were zero legal protections in the Articles of Association for the majority shareholding

(c) the legal protection secured in the Investment Agreement and Articles of Association provide that the PTFC Trust's shareholding cannot drop below 51% without consent. When you add in The Jags Trust's shareholding that means (even if PTFC Trust is diluted to 51%) the overall fan shareholding will be above 55% - so still not the German model; actually stronger than it!

(c) any dilution from current fan-owned levels requires a beneficiary vote, putting the decision in the hands of literally thousands of Partick Thistle fans

It doesn't "require" it. It "required" a £500k cash injection. This was the figure TJF told the fans was needed, at a minimum, in June 2023. This was no secret.

This was needed because the Club's cash reserves were obliterated by a series of erroneous and profligate budgets set in the years up to summer 2022, committing the Club to high overheads, undermining key commercial revenue streams, and running substantial six-figure structural deficits: a financial position that cannot be fully fixed in the space of one full season.

The Club doesn't "have cash reserves of £500k". The £500k was needed to prevent a negative cash trough. There will not be £500k sitting in the bank at all times throughout this season. It will probably be at the end of a season, when all the prize-money gets paid out, and in the early part of the season, when a lot of the season ticket-income is banked, but the trough in mid-season will be substantially lower than that.

Indeed, if the Club permanently had £500k of cash in the bank, there would be no need for investment at all. The net current assets would be positive and all short-term liabilities would be able to be met at all times without difficulty.

Look back at the annual accounts, Jim. The net current assets as at May 2023 were negative to the tune of £250k. This meant, in effect, that if you stripped out the directors loans the Club's liquid assets were essentially equal to its short-term liabilities. So once everyone gets paid-up there's barely anything left in the bank. Almost exactly zero, in fact.

Even if the Club had run a break-even budget this season, it would have needed substantial six-figure investment just to remain solvent, because of cashflow peaks and troughs.

The £500k boosts cashflow and net current assets, so that they never drop below zero at any point in 2023-24. But they will often be below £500k.

And what about a Third Tranche and a Fourth Tranche

“ because the Board have said they have some ideas how it these other Tranches could be spent “ 

and if we are really struggling and its a choice of going below 51% or going bust - well what about a 5th Tranche ? 

The proposed Business Model is to keep selling of Tranches of Shares -to date  circa 20% in Six Months is proposed 

Tranche 1 - it was stated at the AGM that the Trusts including TJF were involved at EVERY step of the negotiations - your response ref rejecting the original Tranche 1 proposals doesn't suggest that ? 

The Budgets at the AGM show a £150K loss - that leaves £350K for Cashflow - we are forecasting a breakeven for next Year 

These forecasts and budgets factor in required spending to achieve the predicted losses and Breakeven - the Budget at the AGM has to make allowance on future known Capital Spend ( eg Stadium Upkeep ) over the next few years -and build an allowance for this eventual spend each budget ( this would show as loss in our Accounts ) - the Board have the various Reports as to whats required and Im assuming so does TJF -so can you confirm that there is a circa six figure Capital Spend Sum over and above the day to day Stadium Repairs for Major Structural Repairs that will be required in the next couple of Years built into this Years and next Years Forecasts ? 

Thats what was presented at the AGM - the forecasts include ALL predicted expenditure - if they don't - TJF have an issue

because a) the finances don't reflect the position of the Club b) If there is required expenditure thats been put into Tranche 2 rather than the AGM Budget then you have a cash shortfall if Tranche 2 is rejected and your in a similar position to Tranche 1 negotiations 

And back to my Core point - if your agreeing to Tranche 2 - Tranche 3,4&5 will follow at some point in the future as thats your Business Model 

If this was a Jlo Board you would be up at the Canal Bank  ( or Misers Hill as we called it as Kids 😊) protesting 

[Jaggernaut]

I predict Thistle 3 Pars 0. Graham, Fitzy, McInroy to score.

[JeanieD]

2 hours ago, admin said:

Do we need to start, like Twitter (sorry X), to start flagging up posts that contain demonstrabily false information? 

Can I suggest that this thread is put in the “General Chat” category in order to differentiate the on field and off field natures of these fora?

This thread could then be accessed or ignored at the Forum member’s leisure.

[Jordanhill Jag]

4 minutes ago, JeanieD said:

Can I suggest that this thread is put in the “General Chat” category in order to differentiate the on field and off field natures of these fora?

This thread could then be accessed or ignored at the Forum member’s leisure.

Why - its concerning the Finances of the Club - plenty of similar threads existed during the JLo Era regards how the Club was being run 

Without good Control of the Finances we cannot be successful on the Park 

[fenski]

3 hours ago, admin said:

Do we need to start, like Twitter (sorry X), to start flagging up posts that contain demonstrabily false information? 

On other forums I participate in, this thread would have been closed pages ago. It appears to be one person who has specific issues with the running of the club (not commenting on whether these issues are justified or not). The points have been madeI multiple times. It is pointless to continue repeating them for endless pages in full public view. It is not a healthy debate with multiple contributors expressing a view.

I appreciate that the approach to forum moderation here is very light, because of the time required to do otherwise. So not a criticism.

[JeanieD]

14 minutes ago, Jordanhill Jag said:

Why - its concerning the Finances of the Club - plenty of similar threads existed during the JLo Era regards how the Club was being run 

Without good Control of the Finances we cannot be successful on the Park 

Why?? well perhaps because we are 4 pages into this thread and it has “succeeded “ in generating more heat than light.

The fact that similar threads existed previously doesn’t necessarily justify another “I said, you said” thread on a topic that has been- in my opinion- done to death. 
The financial health or sickness of the club should be of concern but all this “smoke and mirrors “ about so called fan ownership (a notion that has, again in my view, become discredited by its use by others to avoid debt repayment) should be put to sleep until there is something definitive to report and discuss.

[Jordanhill Jag]

6 minutes ago, JeanieD said:

Why?? well perhaps because we are 4 pages into this thread and it has “succeeded “ in generating more heat than light.

The fact that similar threads existed previously doesn’t necessarily justify another “I said, you said” thread on a topic that has been- in my opinion- done to death. 
The financial health or sickness of the club should be of concern but all this “smoke and mirrors “ about so called fan ownership (a notion that has, again in my view, become discredited by its use by others to avoid debt repayment) should be put to sleep until there is something definitive to report and discuss.

The definitive “ something to report” 

is that there is a proposal that we sell off 20% of the Club Shares in 6 Months 

The first Tranche was done without consent of the Shareholders ( Fans)

- now according to the response to a Question at the AGM -the Trusts including TJF were involved at all steps of the negotiations ( there responses shall we say are confusing in light of this statement and they can respond as they see fit ) but if the statement at the AGM is correct -well TJF have some answering to do ? 

Its now being proposed we sell off another 10% for some vague proposals where the Board have “ some ideas” of how they would spend it - now given how Tranche 1 was dealt with -forgive me if Im being a bit sceptical 

This is all in the Public Domain - so boring as it may be

Selling of 20% of your shares in a few months is an issue

If it had been the Jlo Board- TJF would have been protesting loudly

Ive asked questions on Budget allowances for future Stadium Capital Spend 

Ive raised the fact that 10% of the Shares were sold without the Fans agreement and that its stated TJF were involved at all steps of the negotiations

TJF can ignore - respond - do as they please 

I don't like cosy Beer and Sandwich type arrangements 

 

[ChiThistle]

Thread Summary:

Tranches:  A Slippery Slope to Der German Model?

AGMs:  What Comes First - Explicitly Forecasted Capital Expenditures or the Funding to Pay for Them?

Cash Flow Projections:  They fluctuate throughout the season.  Like the quality of the last two Still Game seasons.

The Second Tranche:  great pub name, that!

[Jaggernaut]

My advice: Just let the one or two people especially committed here continue to contribute to this thread in their cosy, wee "My views are more important!"  fantastical world. Basically, who cares about their obsessions (if that's what they actually are)? PTFC existed long before they were around to spout their (perhaps partially justified?) opinions/"revelations" (i.e., repeated ad nauseam), and PTFC will continue to exist long after they have gone. I hope we can win against Dunfermline on Friday. But for some other "Thistle supporters," results on the field don't seen to be of any importance whatsoever. 

[Lambies Lost Doo]

I miss the poster denis mcquade 10 

[admin]

21 minutes ago, Lambies Lost Doo said:

I miss the poster denis mcquade 10 

[Dick Dastardly]

36 minutes ago, Lambies Lost Doo said:

I miss the poster denis mcquade 10 

Hi denis mcquade 10. Wondered what had happened to you.

[jaggy]

1 hour ago, Lambies Lost Doo said:

I miss the poster denis mcquade 10 

Fs you’ll be looking for Bobby Houston next 

[Fawlty Towers]

On 2/18/2024 at 5:58 PM, Jordanhill Jag said:

And there funding a Youth Set Up ( which will be circa £150K ) 

And they didn't get £500K from America 

The purpose of the exercise is not to go bust & perform on the Park - Morton seem to be doing that without external Funding 

Morton's plan laid out here - no tranches mentioned but external funding gets a run out.

https://gmfc.net/wp-content/uploads/2024/02/GMFC-Club-Strategy-2024-2027.pdf

[madcapmilkdrinker]

Just a gentle reminder that the great defender of all things Thistle, jj, was desperately flogging the idea that we should turn into a feeder club for Barnsley and Nice a few years back.

I never understood at the time why he was prosecuting this case so vehemently, but I always wondered if he stood to financially gain personally if it went through. 

[Lambies Lost Doo]

I was just trying to change the subject as it was getting heated. Again.

[ChiThistle]

I just realized we completely missed a trick by not calling the first tranche the “safety tranche”.

Because now……we can tranche if we want to, we can leave your friends behind.  Cos your friends don’t tranche and if they don’t tranche well they’re no friends of mine.

S s s s

A a a a

F f f f

E e e e

T t t t

Y y y y

Safe safe safety tranche!

(admin, lock this thread!  It’s devolved into madness.)