Tranche 2 & the Preservation of Power

[elevenone]

get tickets to the meeting here

https://ptfc.co.uk/ptfc-news/tickets-now-available-for-open-meeting-regarding-proposed-tranche-2-investment-update/

[Jag]

On 11/14/2024 at 7:58 AM, Jag said:

Some attendances in 2012-13 compared to this season:

Sat 11th August 2012 - Falkirk (H): 3,487  Sat 12th October 2024 - Falkirk (H): 4762

Sat 1st September 2012 - Hamilton (H): 2603  Sat 16th November 2024 - Hamilton (H): ??

Sat 20th October 2012 - Airdrie (H): 2545  Sat 19th October 2024 - Airdrie (H): 3609

Sat 15th December 2012 -  Raith Rovers (H): 2221 Sat 9th November 2024 - Raith Rovers (H): 4348

 

The Falkirk game this season also coincided with Scotland playing, which usually takes a few hundred off the gate. Plus, the 2012 game was in August, when attendances are generally better. I'm also pretty sure we'll get at least 3600 v Hamilton at Firhill on Saturday, to compare against 2012's 2603.

So, looking at these figures, the gates are definitely bigger - and they can't all be kids. If looking at average attendance in 2012-13 overall, the crowds towards the end of the season, e.g. Morton game in April, would obviously increase this. However, looking at the first part of the season, attendances are up significantly.

Attendance on Saturday 3845, which was 1242 more than the corresponding match from September 2012.

 

[lady-isobel-barnett]

2 hours ago, Jag said:

Attendance on Saturday 3845, which was 1242 more than the corresponding match from September 2012.

 

and to support above, just over 2000 at the Tues night gig v Accies the following Feb, in the immediate post McNamara era.

[partickthedog]

1 hour ago, lady-isobel-barnett said:

and to support above, just over 2000 at the Tues night gig v Accies the following Feb, in the immediate post McNamara era.

That night was as cold as today is! Aero won it for us with a late penalty. A vital win in the promotion run, but no doubt some said that it was a disappointing performance!

[Lenziejag]

14 hours ago, lady-isobel-barnett said:

and to support above, just over 2000 at the Tues night gig v Accies the following Feb, in the immediate post McNamara era.

Over our 1st 8 home matches this season our attendances are over 500 higher than last season(including a Dundee Utd game) and over 1000 higher than the season before that.

[Jag]

45 minutes ago, Lenziejag said:

Over our 1st 8 home matches this season our attendances are over 500 higher than last season(including a Dundee Utd game) and over 1000 higher than the season before that.

That's very sharp growth.

I know, over time, Kids Go Free has had a more than significant effect on this, but that hasn't been the only contributing factor. I'm aware the club have actively promoting through schools and unis etc but again, it can't all be freebies.

It's definitely the case that more youngsters are turning up but I think the environment in the John Lambie has helped with this, rather than all being down to letting kids in for nothing. The play offs, and the atmosphere created at them, has helped. I Know a lot of adults have moved in there too. We now have over 3000 season ticket holders - again with a lot of kids - but this is way up on where we were a few years ago.

After seeing attendances of over 4000 in our first two home fixtures this season, I was disappointed that our results were poor and it home numbers dipped slightly but they've been pretty steady since. To put this in perspective, in our Friday night play off match against Inverness CT in May 2022, the crowd was less than 3000. Now we are getting over 4k vs Queens Park.

Whatever it is, long may it continue. Apart from helping the club financially, it is a much more enjoyable atmosphere at Firhill these days.

 

Edited November 19 by Jag

[Jordanhill Jag]

Reading the  various comments on the Inverness Caley Financial Demise - its interesting how we seem to think we are so much different 

Inverness Caley are going bust for one simple reason - they spent Money they did not have - then started selling off Land to try and stem the losses - eventually you run out of Assets to Sell 

We are in the process of going down a similar route - Large Trading Losses - Spending Money we don't have - Burning Off Cash Reserves in Months 

To put scale on what we are doing - when Tranche 2 goes through - we will have sold off the Bing 

We only have the Stadium as a real Asset  - we will have sold off 20% of our Share Value 

20% of the Shares entitle you to 20% of the Company Assets - now you will get War & Peace from various Posters trying to convince you otherwise - but in essence that's it - 20% of the Shares = 20% of the Assets = 20% of the Stadium equals the Bing 

Colin Weir bought it back - in less the Two Years we have sold it off again 

Ignore "The German Model" rubbish and all the supposed "Guarantees "   - they are simply words and rules that can be changed - look at Tranche 2 - TJF are boasting how between there Shares & Donald Mclymonts  its a done deal as they have 75% - The Board started spending the Money of Tranche 2 some time ago 

It was never ever ever in doubt - the Meet the Board Q&A  - Consultation - Vote - its simply Window Dressing to give the illusion of Fan Input 

We are supposed to be Fan Owned - how does this work for Democracy 

The Plus Sides of Tranche 2 are put forward by the Board & TJF - the Negatives of not Voting it through - are put out by the same people - there is no actual information available to Challenge there figures ( there is bits of disconnected info - however its put out in fashion that is deliberately difficult to piece together - in a 2000 Word Statement on the Finances in the Summer - the Club Board omitted to tell the Fans they were forecasting a £280K loss for this Season - is this being open & honest with your Supporters in a Club owned by the Fans ? - whatismore TJF were aware of the omission - they didn't insist it was included 

So if the Board ( & TJF ) are putting out financial info in a manner that suits there argument 

How are Fans supposed to be able to make judgement on the Merits of Tranche 2 - when the same people are giving the Argument for - with No argument against-  for Fans to judge the merits of the Vote 

So for the avoidance of doubt 

And as I've previously stated - any Financial info I'm quoting is from Statements from the Club 

1. We are about to sell off the equivalent of the Bing ( if the Jlo Board had proposed that to offset losses TJF would have been up the Canal Bank ) - the double standards are shameful   

2. Despite the Smokecreen - the Jlo Board are not responsible for our current position - all previous debts were paid off in Tranche 1 - plus we had £280K Cash Reserves 

3. We are now stating Cash Reserves are gone - we will struggle to pay our debts end of the Season ( without Tranche 2 ) - Yet no changes proposed at Board Level by TJF - No one accountable - a Big Boy ( or the Jlo Board  ) did it and ran away  

4. We average £250K losses each Season - there is No actual Plan to stop these losses ( apart from threats on Cuts to the Squad Budget to frighten Fans )      

Now Members of TJF have made a Big Issue that I would Sack the Board - Sack Staff - Chop the Woman's Team - Nope - I would trade within our means - same as any sane Business does ( same as most Senior Members of TJF argued pre Share Transfer ) 

We will go with the last first - its been stated on numerous occasions that the Club provide either no or next to No Funds to the Woman's Team - any changes to that set up are a marginal impact 

Sack the Board - OK if a Business is haemorrhaging money do you make changes to who is Running it - of Course you do - why is that even questioned ?     

Sack Staff Members - PTFC have two requirements - put as Competitive a Team on the Park as possible - ensure Matches can be played in a Safe Environment at Firhill - after that you spend what you can afford - same as any Business 

So in conclusion - there is no actual Vote-  as there is only one proposal with no alternative strategy to Vote for - its either Vote for Tranche 2 - or we struggle to pay our debts - cut the first team - could go bust - thats the only options being put forwards   

There is no alternative long term strategy being considered apart from the Status Quo - run at an average £250K Debt - sell off Shares ( Assets ) as long as we have 51% - but reality is - we will only own 49% of Firhill - funny how the Board or TJF has ever explained that  ? 

Now go take a look at Inverness Caley - see where that leads to - ask how is running at a loss - selling off assets so much different from Inverness Caley ? 

Can we survive without Tranche 2 - probably not - our Finances are in a mess 

Can we survive with the same people making the same decisions travelling in our current direction   - definitely not  

 

 

 

 

 

 

     

  

[Aliballibee]

After many posts on this subject I find myself, rather surprisingly, leaning towards JJ's statements:

1. That one is subjective but the sentiment seems fair.

2. Not concerned with smoke screens - basically is this factually correct? I presume that's a straight yes or no from either JJ or WJ?

3. If and when Tranche 2 is accepted would it not make more (operational) sense to leave the board in place until the end of the season. The team is on a reasonable run just now and any further board room upheaval may have a negative impact on current form.

4. If we average £250k losses every year why have we not gone bust already? Appreciate there have been cash injections but why would club accountants not (professionally) advise that its unsustainable to operate in this manner. Have real, maybe unpalatable options been considered e.g. artificial pitch that can be rented out?

Looks like some tough decisions ahead either way.  

[King Kenny]

I’ve said it previously but the only way to answer your posts, Jordanhill Jag, is to go to the meeting. Even if as you say it is already a “done deal”, would it not be better to call that out publicly rather than posting the same thing over and over on here? 
 

Otherwise, what is the end game? 
 

On another note, if we had a £1 for every time “JLo” is mentioned we’d have no requirement for any Tranche 2 😊

[Lenziejag]

11 hours ago, Jordanhill Jag said:

Reading the  various comments on the Inverness Caley Financial Demise - its interesting how we seem to think we are so much different 

Inverness Caley are going bust for one simple reason - they spent Money they did not have - then started selling off Land to try and stem the losses - eventually you run out of Assets to Sell 

We are in the process of going down a similar route - Large Trading Losses - Spending Money we don't have - Burning Off Cash Reserves in Months 

To put scale on what we are doing - when Tranche 2 goes through - we will have sold off the Bing 

We only have the Stadium as a real Asset  - we will have sold off 20% of our Share Value 

20% of the Shares entitle you to 20% of the Company Assets - now you will get War & Peace from various Posters trying to convince you otherwise - but in essence that's it - 20% of the Shares = 20% of the Assets = 20% of the Stadium equals the Bing 

Colin Weir bought it back - in less the Two Years we have sold it off again 

Ignore "The German Model" rubbish and all the supposed "Guarantees "   - they are simply words and rules that can be changed - look at Tranche 2 - TJF are boasting how between there Shares & Donald Mclymonts  its a done deal as they have 75% - The Board started spending the Money of Tranche 2 some time ago 

It was never ever ever in doubt - the Meet the Board Q&A  - Consultation - Vote - its simply Window Dressing to give the illusion of Fan Input 

We are supposed to be Fan Owned - how does this work for Democracy 

The Plus Sides of Tranche 2 are put forward by the Board & TJF - the Negatives of not Voting it through - are put out by the same people - there is no actual information available to Challenge there figures ( there is bits of disconnected info - however its put out in fashion that is deliberately difficult to piece together - in a 2000 Word Statement on the Finances in the Summer - the Club Board omitted to tell the Fans they were forecasting a £280K loss for this Season - is this being open & honest with your Supporters in a Club owned by the Fans ? - whatismore TJF were aware of the omission - they didn't insist it was included 

So if the Board ( & TJF ) are putting out financial info in a manner that suits there argument 

How are Fans supposed to be able to make judgement on the Merits of Tranche 2 - when the same people are giving the Argument for - with No argument against-  for Fans to judge the merits of the Vote 

So for the avoidance of doubt 

And as I've previously stated - any Financial info I'm quoting is from Statements from the Club 

1. We are about to sell off the equivalent of the Bing ( if the Jlo Board had proposed that to offset losses TJF would have been up the Canal Bank ) - the double standards are shameful   

2. Despite the Smokecreen - the Jlo Board are not responsible for our current position - all previous debts were paid off in Tranche 1 - plus we had £280K Cash Reserves 

3. We are now stating Cash Reserves are gone - we will struggle to pay our debts end of the Season ( without Tranche 2 ) - Yet no changes proposed at Board Level by TJF - No one accountable - a Big Boy ( or the Jlo Board  ) did it and ran away  

4. We average £250K losses each Season - there is No actual Plan to stop these losses ( apart from threats on Cuts to the Squad Budget to frighten Fans )      

Now Members of TJF have made a Big Issue that I would Sack the Board - Sack Staff - Chop the Woman's Team - Nope - I would trade within our means - same as any sane Business does ( same as most Senior Members of TJF argued pre Share Transfer ) 

We will go with the last first - its been stated on numerous occasions that the Club provide either no or next to No Funds to the Woman's Team - any changes to that set up are a marginal impact 

Sack the Board - OK if a Business is haemorrhaging money do you make changes to who is Running it - of Course you do - why is that even questioned ?     

Sack Staff Members - PTFC have two requirements - put as Competitive a Team on the Park as possible - ensure Matches can be played in a Safe Environment at Firhill - after that you spend what you can afford - same as any Business 

So in conclusion - there is no actual Vote-  as there is only one proposal with no alternative strategy to Vote for - its either Vote for Tranche 2 - or we struggle to pay our debts - cut the first team - could go bust - thats the only options being put forwards   

There is no alternative long term strategy being considered apart from the Status Quo - run at an average £250K Debt - sell off Shares ( Assets ) as long as we have 51% - but reality is - we will only own 49% of Firhill - funny how the Board or TJF has ever explained that  ? 

Now go take a look at Inverness Caley - see where that leads to - ask how is running at a loss - selling off assets so much different from Inverness Caley ? 

Can we survive without Tranche 2 - probably not - our Finances are in a mess 

Can we survive with the same people making the same decisions travelling in our current direction   - definitely not  

 

 

 

 

 

 

     

  

Are you doing this again ? They only get their money back when we have £2M in the bank. 
You really need to go to that meeting and try and get the support that you desperately want there. There is no point in going on and on here.

[Jordanhill Jag]

2 hours ago, Lenziejag said:

Are you doing this again ? They only get their money back when we have £2M in the bank. 
You really need to go to that meeting and try and get the support that you desperately want there. There is no point in going on and on here.

Yet another attempt to deflect away from what is going on 

IT IS NOT A LOAN - we are selling off Shares in the Club - that's means we will have sold off 20% of the Shares - that means whoever owns the Shares owns 20% of the Assett - our Core Tangible Assett is Firhill Stadium - Selling off 20% = Selling off the Bing ( or equivalent of our Assett ) 

It really is as simple as that - this is our legacy top future Fans - selling off Firhill Stadium to Fund  Trading Losses  - we have the cheek to comment on Inverness Caley  

"The German Model " is a complete and utter disgraceful concept to try and argue - "51% Fan Controlled" ie WE WILL HAVE SOLD 49% OF FIRHILL - but as long as TJF have the controlling % to make the decisions that's OK   

As for the Q&A - these are the same people who put out a 2000 Word Statement in the Summer on Finances - and deliberately missed out they were forecasting £280K losses for this Season 

Those losses have resulted in the most current financial statement that we will struggle to pay our debtors at the end of the Season 

Yet No one was held to Account for this omission - can you imagine the Jlo Board doing similar ?  Its simply sanitised by TJF & brushed under the Carpet 

Now the Q&A like the last one is an "informal chat " the Board can put out as selective info to suit there argument as they please & based on previous track record - its going to be to further there determination to have Tranche 2 agreed 

The format for these things are an EGM - they are governed under the Companies Act - detailed financial info has to be provided - but we are not having an EGM 

We are having an "informal chat" that ultimately means zero its simply "a chat" 

The Board have agreed - TJF have agreed - Tranche 2 is a done deal ( it was a done deal a Year ago but they could sell off 20% in the one go - it would look bad )  

We have just Sold off the Bing ( again ) at least the last time we sold off the Bing the Board held an EGM with proper financial audited information  - this time its "a Q&A chat"  

THERE IS NO PLAN TO STOP THE £250K average losses - we will keep selling of Shares - which is in essence selling off Firhill-  until we get to "The German Model" Limit of 51% 

Future Generations of Thistle Fans will inherit 51% of Firhill Stadium ( maybe) - that's the TJF legacy   

 

  

[Jordanhill Jag]

3 hours ago, King Kenny said:

I’ve said it previously but the only way to answer your posts, Jordanhill Jag, is to go to the meeting. Even if as you say it is already a “done deal”, would it not be better to call that out publicly rather than posting the same thing over and over on here? 
 

Otherwise, what is the end game? 
 

On another note, if we had a £1 for every time “JLo” is mentioned we’d have no requirement for any Tranche 2 😊

You can only challenge if you have the proper Financial information - otherwise all you get is what the Board are prepared to share at an informal Q&A 

The Format for this should be an EGM ( same as when we sold off the Bing Previously ) an EGM is governed by the Companies Act - and information stated has to be properly audited with full disclosure 

You can decide for yourself why this is being done as an "informal chat" rather than a properly constituted EGM   

As for those Voting at some point 

You are being given a Choice Vote to sell off Club Assets or we will have serious Financial Issues 

That's your choice - there are no other options on the Ballot Paper - welcome to our New Fan Ownership Democratic process - the Board and TJF speak with one voice on all matters    

 

Edited November 20 by Jordanhill Jag

[Tom Hosie]

 

The situation currently unfolding at Dumbarton is another compelling argument in support of the fan ownership model.

There are unquestionably financial challenges at Dumbarton, just as they are at just about every football club ours very much included. The move to Administration at Dumbarton though is less to do with profligate spending, no matter how often anyone suggests it is simply to support their own argument, and more about unravelling an extremely murky ownership model involving absentee owners, shelf companies and a stadium located in a prime housing area.

A fan owned club while not immune to predatory advances from nefarious suitors, is altogether better placed to deal with them.

Of course fan ownership isn’t a panacea to the challenges that football clubs face. Personally I see it as protection. A fan base isn’t a homogenous group. It’s diverse in terms of age, gender and, probably most importantly, opinions. But there is no group of people who care more about their football club than its collective fan base.

The above doesn’t, of course, make a fan owned club immune from poor decision making.

I’d argue that how the first tranche of the McClymont investment was handled and communicated was one such example of poor decision making. Not that it was accepted, but the fact that it wasn’t subject to beneficiary scrutiny and vote. It was a poor visual for the first major undertaking for the Trustees.

How the proposed second tranche of the McClymont, and others, investment has been communicated, however, has been the polar opposite and is precisely how these things should be handled.

It’s not a ‘done deal’. Repeating that line time and time again doesn’t make it any less of a nonsense.

It’s true that the Trustees are recommending that tranche 2 should go ahead but ultimately that is not their decision, nor that of the PTFC Board, to make. It’s a decision for the beneficiaries to make. That’s you if you are any of the following:

• Season Ticket Holder
• 71 Club Member
• Member of The Jags Foundation
• Member of The Jags Trust

That’s how it is supposed to happen. That’s how democracy works in a fan owned football club.

As of now I’m inclined to vote for accepting tranche 2 but my final decision will be informed by the meeting on November 29^th. The reasons for accepting tranche 2 are compelling, but there are some areas that give me cause for concern.

A new owner of a football club, or any organisation, rarely has a clean slate to start from. There are invariably historical issues to be faced.

The argument that inherited issues can’t be continually used as a reason for decision making has been well made, actually maybe not ‘well’ made but made all the same. That’s more than true with Partick Thistle. There comes a time when it can’t be the responsibility of those that went before but of those setting and implementing the current agenda. I’d suggest that point would come should the proposed tranche 2 be accepted.

If after that, and we are talking massive hypotheticals here, the Club Board don’t meet the targets set by the Trustees or if the Trustees themselves aren’t fulfilling the role you believe that they should be, it’s at that point that you look to redress that through the democratic processes that are available. Again, precisely how it should work in a fan owned football club.  

[Jordanhill Jag]

9 minutes ago, Tom Hosie said:

 

The situation currently unfolding at Dumbarton is another compelling argument in support of the fan ownership model.

There are unquestionably financial challenges at Dumbarton, just as they are at just about every football club ours very much included. The move to Administration at Dumbarton though is less to do with profligate spending, no matter how often anyone suggests it is simply to support their own argument, and more about unravelling an extremely murky ownership model involving absentee owners, shelf companies and a stadium located in a prime housing area.

A fan owned club while not immune to predatory advances from nefarious suitors, is altogether better placed to deal with them.

Of course fan ownership isn’t a panacea to the challenges that football clubs face. Personally I see it as protection. A fan base isn’t a homogenous group. It’s diverse in terms of age, gender and, probably most importantly, opinions. But there is no group of people who care more about their football club than its collective fan base.

The above doesn’t, of course, make a fan owned club immune from poor decision making.

I’d argue that how the first tranche of the McClymont investment was handled and communicated was one such example of poor decision making. Not that it was accepted, but the fact that it wasn’t subject to beneficiary scrutiny and vote. It was a poor visual for the first major undertaking for the Trustees.

How the proposed second tranche of the McClymont, and others, investment has been communicated, however, has been the polar opposite and is precisely how these things should be handled.

It’s not a ‘done deal’. Repeating that line time and time again doesn’t make it any less of a nonsense.

It’s true that the Trustees are recommending that tranche 2 should go ahead but ultimately that is not their decision, nor that of the PTFC Board, to make. It’s a decision for the beneficiaries to make. That’s you if you are any of the following:

• Season Ticket Holder
• 71 Club Member
• Member of The Jags Foundation
• Member of The Jags Trust

That’s how it is supposed to happen. That’s how democracy works in a fan owned football club.

As of now I’m inclined to vote for accepting tranche 2 but my final decision will be informed by the meeting on November 29^th. The reasons for accepting tranche 2 are compelling, but there are some areas that give me cause for concern.

A new owner of a football club, or any organisation, rarely has a clean slate to start from. There are invariably historical issues to be faced.

The argument that inherited issues can’t be continually used as a reason for decision making has been well made, actually maybe not ‘well’ made but made all the same. That’s more than true with Partick Thistle. There comes a time when it can’t be the responsibility of those that went before but of those setting and implementing the current agenda. I’d suggest that point would come should the proposed tranche 2 be accepted.

If after that, and we are talking massive hypotheticals here, the Club Board don’t meet the targets set by the Trustees or if the Trustees themselves aren’t fulfilling the role you believe that they should be, it’s at that point that you look to redress that through the democratic processes that are available. Again, precisely how it should work in a fan owned football club.  

The Vote is - accept Tranche 2 or we will struggle financially

thats the options being put on the table.

I will repeat and I know its boring - but none the less key

in a 2000 Word Statement on the Finances in the Summer a decision was taken to omit the fact we were forecasting £280K losses this Season - in the same Statement the Board were arguing for Tranche 2

Now we are supposed to take on trust that what they are saying on the justification for Tranche 2 at face value ?

No alternative beyond the status quo of running up large losses - selling off assetts is on the table for Fans to Vote on

its already been admitted that the Board have made financial decisions based on Tranche 2 going ahead - its been stated that “ everyone in the room “ knew we needed at least £800K

So it was a done deal a long while ago - the Board & TJF couldn't sell of 20% of the Club in the one go - it looked bad  

We are selling off the Bing - if Fans want to vote for that - then thats there decision 

But - TJF have a duty of care to ensure that Fans are given accurate Financial info - deciding not to include key info on large losses that ultimately mean we will struggle to meet our debts - kranking up the need for Tranche 2 is unacceptable by any measure - changes on the Board have to be made 

There has to be a change in direction on how and who runs the Club - racking up £250K losses each year - selling off assetts each year - its insanity 

there is no plan to stop the losses - none 

I dont care who owns Partick Thistle - I care that we have a Partick Thistle for future generations 

racking up large losses each year puts that under question 

[Woodstock Jag]

1 hour ago, Jordanhill Jag said:

You can only challenge if you have the proper Financial information - otherwise all you get is what the Board are prepared to share at an informal Q&A

This is always what you have. It is up to the Club Board to decide what financial information to share with shareholders, otherwise than doing what is required to meet their statutory obligations and any specific obligations under the Articles of Association.

This is equally true of an EGM or AGM as it is of an open meeting.

1 hour ago, Jordanhill Jag said:

The Format for this should be an EGM ( same as when we sold off the Bing Previously ) an EGM is governed by the Companies Act - and information stated has to be properly audited with full disclosure 

Jim you clearly fundamentally misunderstand what an EGM is.

There is no requirement for an “audit” of anything at an EGM.

An EGM simply involves the presentation of items of business as seen fit to put before the shareholders. There is no legal requirement to put any financial information before the shareholders at General Meetings except when there is a requirement to formally approve the audited annual accounts of the Company. That typically happens at an AGM, not an EGM.

1 hour ago, Jordanhill Jag said:

You can decide for yourself why this is being done as an "informal chat" rather than a properly constituted EGM

To make it open to all fans, including over 2000 of them who are beneficiaries of the PTFC Trust but who don’t hold shares directly in an individual capacity (which would be necessary for them to be able to attend a General Meeting).

1 hour ago, Jordanhill Jag said:

As for those Voting at some point 

You are being given a Choice Vote to sell off Club Assets or we will have serious Financial Issues

Lies. Zero Club assets are being sold. The issuing of new shares in return for putting capital into the company is completely different from selling assets.

1 hour ago, Jordanhill Jag said:

That's your choice - there are no other options on the Ballot Paper - welcome to our New Fan Ownership Democratic process - the Board and TJF speak with one voice on all matters

Laughable.

[Jordanhill Jag]

1 hour ago, Woodstock Jag said:

This is always what you have. It is up to the Club Board to decide what financial information to share with shareholders, otherwise than doing what is required to meet their statutory obligations and any specific obligations under the Articles of Association.

This is equally true of an EGM or AGM as it is of an open meeting.

Jim you clearly fundamentally misunderstand what an EGM is.

There is no requirement for an “audit” of anything at an EGM.

An EGM simply involves the presentation of items of business as seen fit to put before the shareholders. There is no legal requirement to put any financial information before the shareholders at General Meetings except when there is a requirement to formally approve the audited annual accounts of the Company. That typically happens at an AGM, not an EGM.

To make it open to all fans, including over 2000 of them who are beneficiaries of the PTFC Trust but who don’t hold shares directly in an individual capacity (which would be necessary for them to be able to attend a General Meeting).

Lies. Zero Club assets are being sold. The issuing of new shares in return for putting capital into the company is completely different from selling assets.

Laughable.

An EGM is controlled by the Companies Act - any Financial Questions have to be answered in a full & formal manner - rather than selective to suit an argument  - there is recourse under an EGM to the Directors - there is no recourse under an informal Q&A  

Now regards Shareholding - there is a very simple legal definition 

"Shareholders’ equity or simply equity represents the claim to the assets of a corporation" 

So don't bother calling me a Liar 

When you sell off shares the Shareholder owns that %  of the Company - that includes the proportional assets in line with the Shareholding-  its very very simple - so by selling off Shares your selling off assets in the same proportion of the Shareholding  

If I buy 50% of a Company whose sole asset is an Office Building - when the Company sells off the Building - I'm entitled to 50% of the Building Value in return for my 50% Company Shareholding  - not sure what part of that your not getting 

We are selling off 20% of the Value of PTFC - we are not selling off "Voting Rights" - we are selling off 20% of the Company Value - which entitles the Shareholder to 20% of the Assets 

Now I know that's not how TJF or the Board wish it to be seen - as the "German Model" will mean that 49% of Firhill is sold - to sustain the Trading Losses 

You are trying to make out that selling off shares means nothing - we are a Limited Company - selling off shares - is selling off assets - our main Asset is Firhill 

Its not an "injection of Capital " its selling off Shares 

If Fans want to sell off Chunks of the Club - then that's up to them - but Fan Ownership if nothing else - is supposed to be about Transparency- not West Wing TJF Politics trying to jockey for Power at PTFC   

When we sold off the Bing - we at least knew we were selling off the Bing - it wasn't hidden 

I have carried out Share Purchases of actual Companies in the real World - they are valued at the % the Asset in proportion of the % Share ownership   + whatever Goodwill you agree 

As for "Transparency " of Financial information 

There was a Financial Statement by the Club in the Summer - now Companies put out Quarterly Updates to there Shareholders if they are listed - but we are not - so there is no obligation 

What however there is - Listed or not - is that Financial Updates are a proper reflection of the Finances as they stand at that point - they include all relevant information ( otherwise they are a waste of time ) 

Not only do they report what has occurred - they give an indication of the Future 3 - 6 or 12 Months   

Now at the last AGM - Season 24/25 was forecasted as breakeven 

When the Club issued its Financial Statement in the Summer - they did not change that forecast - HOWEVER at that point they knew that they were forecasting not a Breakeven - but a £280K loss ( which has now moved into we will struggle to pay our debtors ) 

Now TJF Knew about this £280K loss and "encouraged" the Board to announce it - but it wasn't included in a 2000 Word Financial Update ( which was in essence arguing for Tranche 2 ) same as they and TJF are now 

Now when a Board omits a Key Part of our Finances-  there are a number of options for TJF 

1. TJF Board Director Steps down from the Board refusing to agree to issue the forecast without key information of forecast losses ( TJF Board Director stepped down under a previous Board so there is precedence )  

2. TJF make changes to the Board 

The reason that has to happen is credibility - if they are going to omit key information - everything that's stated on future finances is going to be under Question 

What can be stated at an informal Q&A- and what can be stated at an EGM are different - we can no longer work on the basis that TJF will ensure that we have Transparency on Finances 

By not acting like a proper Majority Shareholder- and holding the Board to Account - TJF have become the Boards PR Machine 

We are selling off the equivalent of the Bing ( again ) 

There is No Credible Plan to stop the Trading Losses 

The Board & TJF are OK if the Shareholding is depleted to 51% - which means we will have sold off 49% of Firhill 

The "Guarantee's " can be changed with a Vote - if we are going to go bust the "German Model" can be changed by a Vote 

Same as Tranche 2 - the options presented would be - Vote it through - or we have serious Financial Issues 

Now funny enough I've stated we need Tranche 2 as Finances are now a disaster - we have been left with no option - we are back to where we were under the previous Board  

But as part of it - we need to change Direction & Change numerous Board Members and stop the losses 

This is not sustainable on any level 

 

 

 

 

     

 

 

  

   

 

 

 

Edited November 20 by Jordanhill Jag

[Woodstock Jag]

6 minutes ago, Jordanhill Jag said:

An EGM is controlled by the Companies Act - any Financial Questions have to be answered in a full & formal manner - rather than selective to suit an argument  - there is recourse under an EGM to the Directors - there is no recourse under an informal Q&A  

The Club is not obliged to disclose commercially sensitive information at a General Meeting, simply because a minority shareholder asks a question.

You don't understand the Companies Acts.

There will be a General Meeting to approve or reject any special resolution enabling Tranche 2 to happen. Your recourse to the Directors is there.

6 minutes ago, Jordanhill Jag said:

When you sell off shares the Shareholder owns that %  of the Company - that includes the proportional assets in line with the Shareholding-  its very very simple - so by selling off Shares your selling off assets in the same proportion of the Shareholding  

No it doesn't. That's not how limited companies work. Especially not those with different classes of share.

The assets are not divided on a simple pro-rata basis. They are all owned by the company, in respect of which shareholders then have specific kinds of rights, which are not, as lawyers would put it "real rights" but are "personal rights". They are not rights in "things" but in relation to other legal persons.

6 minutes ago, Jordanhill Jag said:

If I buy 50% of a Company whose sole asset is an Office Building - when the Company sells off the Building - I'm entitled to 50% of the Building Value in return for my 50% Company Shareholding  - not sure what part of that your not getting 

No you aren't. You're entitled, by default, to half of any dividend or to half of the remaining assets of the company in the event it is wound up.

You are not automatically entitled to access the company's cash reserves.

6 minutes ago, Jordanhill Jag said:

We are selling off 20% of the Value of PTFC - we are not selling off "Voting Rights" - we are selling off 20% of the Company Value - which entitles the Shareholder to 20% of the Assets 

No we aren't. £500k of new value is being put into PTFC, in return for shares, thereby diluting the proportion of control of existing shareholders.

If a company is worth £100, and I own 72 of its 100 shares, my shareholding is worth £72.

If someone puts £20 of new money into the company, and gets 20 shares in return, the company is now worth £120. It is worth £20 more than it was before.

If I hold 72 of the 120 shares, my shareholding is still worth £72.

I have not "sold" any assets, whether my own or the company's.

The value of my assets has not gone down.

What has gone down is my percentage shareholding, and therefore my legal control and influence over the company, from 72% to 60%.

6 minutes ago, Jordanhill Jag said:

Now I know that's not how TJF or the Board wish it to be seen - as the "German Model" will mean that 49% of Firhill is sold - to sustain the Trading Losses 

No it wouldn't. You're talking nonsense.

6 minutes ago, Jordanhill Jag said:

You are trying to make out that selling off shares means nothing - we are a Limited Company - selling off shares - is selling off assets - our main Asset is Firhill 

Again, total failure to understand the difference between a shareholding and a real right in property.

6 minutes ago, Jordanhill Jag said:

Its not an "injection of Capital " its selling of Shares 

No shares are being "sold" here. You sell shares when someone who already has shares gives them to another person in exchange for money. That's what "selling" is.

Subscribing for shares is not the same as selling. It is the issuing of new shares.

A completely different economic concept with different impacts, as no existing shares change hands.

6 minutes ago, Jordanhill Jag said:

If Fans want to sell off Chunks of the Club - then that's up to them - but Fan Ownership if nothing else - is supposed to be about Transparency 

And that's why the fans have been given lots of information about this proposal and are being invited to an open meeting at the Football Club to ask questions and to ask for more information if they see fit.

And that's why the fans are going to decide whether or not this can go ahead through a ballot of over 2,400 individuals.

6 minutes ago, Jordanhill Jag said:

When we sold off the Bing - we at least knew we were selling off the Bing - it wasn't hidden 

This isn't hidden either. This has been publicly trailed by the Club for well over a year now.

6 minutes ago, Jordanhill Jag said:

I have carried out Share Purchases of actual Companies in the real World - they are valued at the % the Asset in proportion of the % Share ownership   + whatever Goodwill you agree - So don't bother calling me a Liar  

Shareholdings are not valued as a simple proportion of the assets of the company. The value of a majority shareholding will often, for example, be more, pro rata, than the value of a minority shareholding.

Because shares aren't the same as real rights in property.

6 minutes ago, Jordanhill Jag said:

As for "Transparency " of Financial information 

There was a Financial Statement by the Club in the Summer - now Companies put out Quarterly Updates to there Shareholders if they are listed - but we are not - so there is no obligation 

Because we are not a public company. We are, like almost all football clubs in Scotland, a private limited company.

6 minutes ago, Jordanhill Jag said:

What however there is - Listed or not - is that Financial Updates are a proper reflection of the Finances as they stand at that point - they include all relevant information ( otherwise they are a waste of time )

It's called the Annual Accounts, which you receive in draft ahead of every AGM as a shareholder of the company.

6 minutes ago, Jordanhill Jag said:

Not only do they report what has occurred - they give an indication of the Future 3 - 6 or 12 Months   

There is no legal obligation for the Board of Directors of a company to give a forward looking forecast of revenue and expenditure at an Annual General Meeting. They often do so, but there is no obligation to do so.

6 minutes ago, Jordanhill Jag said:

Now at the last AGM - Season 24/25 was forecasted as breakeven 

And were challenged on it by the majority shareholder, accepted the criticism of the underlying assumptions, and then presented a budget to the majority shareholder with a completely different set of forecasts and projections.

6 minutes ago, Jordanhill Jag said:

When the Club issued its Financial Statement in the Summer - they did not change that forecast

Wrong. They changed the forecast when they presented the draft 2024-25 budget to the Trustees.

6 minutes ago, Jordanhill Jag said:

- HOWEVER at that point they knew that they were forecasting not a Breakeven - but a £280K loss ( which has now moved into we will struggle to pay our debtors )

The Club is not under a legal obligation to provide in-year updates to AGM financial forecasts.

It is, however, under a legal obligation to seek Trustee approval for its budgets. And as one of the people who was in the room I can confirm that the budget options presented in April were not forecasting a break-even outcome.

As the Club has since openly chosen to disclose with specifics, at a Q&A, earlier this year.

6 minutes ago, Jordanhill Jag said:

Now TJF Knew about this £280K loss and "encouraged" the Board to announce it - but it wasn't included in a 2000 Word Financial Update ( which was in essence arguing for Tranche 2 ) same as they and TJF are now 

It wasn't our figure to disclose. It is for the Club Board to decide the level of public disclosure of commercially sensitive information, not the majority shareholder.

They chose to disclose it at the Q&A, despite being under no legal obligation to do so.

This shows that your distinction between an EGM and an informal meeting is a completely false one.

6 minutes ago, Jordanhill Jag said:

Now when a Board omits a Key Part of our Finances-  there are a number of options for TJF 

1. TJF Board Director Steps down from the Board refusing to agree to issue the forecast without key information of forecast losses ( TJF Board Director stepped down under a previous Board so there is precedence )  

2. TJF make changes to the Board 

The Board didn't "omit a key part of our finances" - they disclosed it. To the trustees between April and June as part of the budget-setting process. And to the wider fanbase subsequently.

So your premise is false.

6 minutes ago, Jordanhill Jag said:

The reason that has to happen is credibility - if they are going to omit key information - everything that's stated on future finances is going to be under Question 

You are of course free to name the directors you believe should be removed, and to ask other shareholders to join you.

6 minutes ago, Jordanhill Jag said:

What can be stated at an informal Q&A- and what can be stated at an EGM are different - we can no longer work on the basis that TJF will ensure that we have Transparency on Finances 

No, they're the same. The Club Board is in complete control over what commercially sensitive information it chooses to disclose in either setting, subject only to its statutory obligations and those under the Articles of Association.

What is different is that shareholders have the power, acting collectively, to appoint and remove directors. That has nothing to do with powers of disclosure of financial information.

6 minutes ago, Jordanhill Jag said:

By not acting like a proper Majority Shareholder- and holding the Board to Account - TJF have become the Boards PR Machine 

Okay, stand for election against us then. Campaign for our removal. Let's see if the rest of the fanbase agrees.

6 minutes ago, Jordanhill Jag said:

We are selling off the equivalent of the Bing ( again ) 

Nope.

6 minutes ago, Jordanhill Jag said:

There is No Credible Plan to stop the Trading Losses 

A matter of opinion. You're entitled to it.

6 minutes ago, Jordanhill Jag said:

The Board & TJF are OK if the Shareholding is depleted to 51% - which means we will have sold off 49% of Firhill 

Completely false. The Board has stated there will not be a Tranche 3.

TJF has made clear that, in our view, fan ownership should not be further diluted.

You are lying. Again.

6 minutes ago, Jordanhill Jag said:

The "Guarantee's " can be changed with a Vote - if we are going to go bust the "German Model" can be changed by a Vote 

This is true of the governance of literally every company ever. Votes are how decisions are made.

6 minutes ago, Jordanhill Jag said:

Same as Tranche 2 - the options presented would be - Vote it through - or we have serious Financial Issues

Now funny enough I've stated we need Tranche 2 as Finances are now a disaster - we have been left with no option - we are back to where we were under the previous Board  

But as part of it - we need to change Direction & Change numerous Board Members and stop the losses 

This is not sustainable on any level 

Feel free to put yourself up for election to replace those you think have done a bad job.

Instead of tediously repeating the same ill informed talking points on this forum.

[Jordanhill Jag]

13 minutes ago, Woodstock Jag said:

The Club is not obliged to disclose commercially sensitive information at a General Meeting, simply because a minority shareholder asks a question.

You don't understand the Companies Acts.

There will be a General Meeting to approve or reject any special resolution enabling Tranche 2 to happen. Your recourse to the Directors is there.

No it doesn't. That's not how limited companies work. Especially not those with different classes of share.

The assets are not divided on a simple pro-rata basis. They are all owned by the company, in respect of which shareholders then have specific kinds of rights, which are not, as lawyers would put it "real rights" but are "personal rights". They are not rights in "things" but in relation to other legal persons.

No you aren't. You're entitled, by default, to half of any dividend or to half of the remaining assets of the company in the event it is wound up.

You are not automatically entitled to access the company's cash reserves.

No we aren't. £500k of new value is being put into PTFC, in return for shares, thereby diluting the proportion of control of existing shareholders.

If a company is worth £100, and I own 72 of its 100 shares, my shareholding is worth £72.

If someone puts £20 of new money into the company, and gets 20 shares in return, the company is now worth £120. It is worth £20 more than it was before.

If I hold 72 of the 120 shares, my shareholding is still worth £72.

I have not "sold" any assets, whether my own or the company's.

The value of my assets has not gone down.

What has gone down is my percentage shareholding, and therefore my legal control and influence over the company, from 72% to 60%.

No it wouldn't. You're talking nonsense.

Again, total failure to understand the difference between a shareholding and a real right in property.

No shares are being "sold" here. You sell shares when someone who already has shares gives them to another person in exchange for money. That's what "selling" is.

Subscribing for shares is not the same as selling. It is the issuing of new shares.

A completely different economic concept with different impacts, as no existing shares change hands.

And that's why the fans have been given lots of information about this proposal and are being invited to an open meeting at the Football Club to ask questions and to ask for more information if they see fit.

And that's why the fans are going to decide whether or not this can go ahead through a ballot of over 2,400 individuals.

This isn't hidden either. This has been publicly trailed by the Club for well over a year now.

Shareholdings are not valued as a simple proportion of the assets of the company. The value of a majority shareholding will often, for example, be more, pro rata, than the value of a minority shareholding.

Because shares aren't the same as real rights in property.

Because we are not a public company. We are, like almost all football clubs in Scotland, a private limited company.

It's called the Annual Accounts, which you receive in draft ahead of every AGM as a shareholder of the company.

There is no legal obligation for the Board of Directors of a company to give a forward looking forecast of revenue and expenditure at an Annual General Meeting. They often do so, but there is no obligation to do so.

And were challenged on it by the majority shareholder, accepted the criticism of the underlying assumptions, and then presented a budget to the majority shareholder with a completely different set of forecasts and projections.

Wrong. They changed the forecast when they presented the draft 2024-25 budget to the Trustees.

The Club is not under a legal obligation to provide in-year updates to AGM financial forecasts.

It is, however, under a legal obligation to seek Trustee approval for its budgets. And as one of the people who was in the room I can confirm that the budget options presented in April were not forecasting a break-even outcome.

As the Club has since openly chosen to disclose with specifics, at a Q&A, earlier this year.

It wasn't our figure to disclose. It is for the Club Board to decide the level of public disclosure of commercially sensitive information, not the majority shareholder.

They chose to disclose it at the Q&A, despite being under no legal obligation to do so.

This shows that your distinction between an EGM and an informal meeting is a completely false one.

The Board didn't "omit a key part of our finances" - they disclosed it. To the trustees between April and June as part of the budget-setting process. And to the wider fanbase subsequently.

So your premise is false.

You are of course free to name the directors you believe should be removed, and to ask other shareholders to join you.

No, they're the same. The Club Board is in complete control over what commercially sensitive information it chooses to disclose in either setting, subject only to its statutory obligations and those under the Articles of Association.

What is different is that shareholders have the power, acting collectively, to appoint and remove directors. That has nothing to do with powers of disclosure of financial information.

Okay, stand for election against us then. Campaign for our removal. Let's see if the rest of the fanbase agrees.

Nope.

A matter of opinion. You're entitled to it.

Completely false. The Board has stated there will not be a Tranche 3.

TJF has made clear that, in our view, fan ownership should not be further diluted.

You are lying. Again.

This is true of the governance of literally every company ever. Votes are how decisions are made.

Feel free to put yourself up for election to replace those you think have done a bad job.

Instead of tediously repeating the same ill informed talking points on this forum.

Ah so what your saying that in a 2000 Word Statement to the Fans giving an update on Finances where a Key Part of the Financial Picture was omitted ie a £280K loss - was OK  because the TJF knew about it - the fact that it was omitted from the Statement doesn't matter - as long as TJF Knew about it in the background - that's all that matters ? 

TJF could have insisted that it was included-  as it gave a very skewed picture of the Finances without it

- if the Board refused you could remove Directors - You had that Power 

TJF Board Rep could have refused to agree to the Statement if it wasn't included - and resigned 

But what your seriously trying to argue is that in a Fan Owned Club -  as there was No Legal Requirement-  it was OK to omit it and TJF & there Board Rep went along with it - so in essence the Financial Statement was simply selective in Order to argue for Tranche 2-  without a full Financial Picture being presented ( but since TJF already knew in a closed door meeting it was OK ) 

What part of lack of credibility in any future financial statements or any Board proposals are you not getting ? What Part of Credibility when TJF are supporting the Board in the future are you not getting ?  

As for me "Lying again " about a Tranche 3 - we are hemorrhaging Money at roughly £250K a Year - no actual credible Plan to stop it - the only statement from TJF on further Share Sales is that we will stick with the German Model which is 51% - this leaves 14% of the Shares available for Sale if required - you cannot guarantee there will be No Tranche 3 - you can pass an opinion - if there would be a requirement - but you cannot given our current direction of Travel - State that there will be No Further Share Sales 

What is being suggested is that selling off 20% of the Shares does not entitle the Shareholder to a % ownership of the Asset ? That's complete nonsense - You are trying to make out that selling of Shares is not selling off part of the Club - that's exactly what it is 

Your "suggesting " that Shares are not always in proportion to Asset Value - but in a Small Company like PTFC - they pretty much are - given our only Asset is our Stadium 

You have confirmed the following ( which is more or less what I stated - despite you calling me a liar ) 

 "You're entitled, by default, to half of any dividend or to half of the remaining assets of the company in the event it is wound up."  - Your Words - not mines  

Now the Shares as you have stated are linked to the Club Assets - if your stating  that 20% of the shares we are selling is not proportionate to 20% of the Assets - then TJF have a duty to tell the Fans exactly how much of the Club Assets are being sold off  - as our only Asset is Firhill - Fans have a right to know what they are agreeing to sell - stop peddling the myth we are only selling "Voting Rights "  - we are not 

Its not simply voting rights that's being sold off - Fan Ownership is supposed to be about Transparency 

As a Shareholder its up to me to call for the removal of Directors at the AGM if I Choose - I don't need TJFs OK to do that - that's what my £2000 bought - that right - if its 0.0001% of the Share Value - they are my shares- bought and paid for by me during STJ ( when I could ill afford it )   - I don't need TJF to exercise my Rights as a Shareholder- or stand for TJF or any other election        

[Junior]

Quick question for those in the know. Its been stated that the newly issued shares are C shares which carry the right to be purchased by the club on meeting certain conditions. As I understand it they carry the same voting rights as A/B shares (whichever ones have the voting rights) , do they hold the same in the event of liquidation ? 
 

[Tom Hosie]

It would seem likely that the short term future at least of Partick Thistle will be shaped by whatever decision is ultimately taken re tranche 2 of the McClymont investment. 

The Trustees, largely through The Jags Foundation, are recommending acceptance of it. 

As per my earlier post, I'm inclined to accept that recommendation not without some concerns that hopefully can be addressed at the open meeting on November 29th. 

That is should be rejected is a perfectly valid position to take though. 

I would hope, however, that anyone who chooses to vote against does so ignoring the heat and noise generated in some quarters, but through an informed decision making process. 

With that in mind it is worth reiterating a few points. 

• There are no assets being sold off. 
• There is no sale of existing shares. 
• There is, however, additional new shares being issued in return for tranche 2. 
• This will dilute the majority shareholding that the PTFC Trust hold in Partick Thistle from 72.6% to 65.3%
• The Jags Foundation's communication states that there is "no legal or practical difference in governance terms" between a 72.6% shareholding and a 65.3% (personally I'd like some additional clarification on that)
• There is no tranche three
• There is no prospect of a further dilution of the PTFC Trust's shareholding in the Club. 
• Should tranche 2 be accepted the Trustees are setting the Club Board the task of running a break even budget over the course of a three year period (sorry for the clumsy layman language)

That there is this level of communication and debate, that there is this upcoming open meeting and most importantly, that this will go to a beneficiary (you and me essentially) vote is a sign, whether you think tranche 2 is essential, the root of all evil, or some point in between, that fan ownership at Partick Thistle is working pretty much as how I envisioned it would when it was first mooted way back in 2019. That offers me optimism long term. It's how, IMO, football clubs should be operating. 

Is it too much to hope for that I don't get a rant back in reply?

 

 

 

 

[Woodstock Jag]

47 minutes ago, Junior said:

Quick question for those in the know. Its been stated that the newly issued shares are C shares which carry the right to be purchased by the club on meeting certain conditions. As I understand it they carry the same voting rights as A/B shares (whichever ones have the voting rights) , do they hold the same in the event of liquidation ? 
 

They are preference shares so, in the event of liquidation, the remaining assets after meeting obligations owed to creditors would be distributed preferentially to the C-holders ahead of the A and B-holders.

Any proposal to wind-up the Club, or appoint insolvency practitioners, if initiated by shareholders, requires a beneficiary vote under the Club-Trust Agreement.

In the event of liquidation, it is unlikely that the Class-C shareholders would get all of their money back (as creditors would be getting first dibs).

[Jordanhill Jag]

11 minutes ago, Woodstock Jag said:

They are preference shares so, in the event of liquidation, the remaining assets after meeting obligations owed to creditors would be distributed preferentially to the C-holders ahead of the A and B-holders.

Any proposal to wind-up the Club, or appoint insolvency practitioners, if initiated by shareholders, requires a beneficiary vote under the Club-Trust Agreement.

In the event of liquidation, it is unlikely that the Class-C shareholders would get all of their money back (as creditors would be getting first dibs).

OK - so you just confirmed that the Shares being sold are linked to Assets of the Club

- so we are clear I'm not a "liar" 

What you have described is an involuntary liquidation - in a Voluntary Liquidation then the C Class would most likely get a % of the Assets in proportion to the Shares if there were No Major Creditors 

So despite what is trying to be stated - we are selling off Assets - by Selling off Shares 

But TJF are attempting to make out its only Voting Rights that are being sold off 

 

 

   

[Woodstock Jag]

1 minute ago, Tom Hosie said:

The Jags Foundation's communication states that there is "no legal or practical difference in governance terms" between a 72.6% shareholding and a 65.3% (personally I'd like some additional clarification on that)

Happy to provide any further clarification on this Tom.

The significance of 75%, 50% and 25%

In company law there are, essentially, 3 major "thresholds" for a shareholding with significant governance implications:

• A 75%+ shareholder can (normally) unilaterally adopt a special resolution of a company - so major decisions don't require the support of other shareholders
• A 50+ shareholder can (normally) unilaterally adopt an ordinary resolution of a company - so most other decisions don't require the support of other shareholders
• A 25%+ shareholder can (normally) unilaterally block a special resolution of a company

This is reflected in the three different types of "Person/people of significant control" in respect of which companies now have to make declarations around ultimate ownership (for transparency reasons).

PTFC Trust has never had 75% and isn't dropping below 50%

The PTFC Trust has never held enough shares, on its own, to be able to pass a special resolution unilaterally.

Before "tranche 1" it could do so with the support of The Jags Trust, who in practice would be aligned with their shareholding because they are also one of the trustees.

After "tranche 1" the combined fan-controlled shareholdings fell below 75%, so any special resolution depends on the support of at least 2.5% or so of other shareholders than the two fan-ownership groups.

In practice, certain decisions cannot be taken without Donald's agreement anyway (under the Investment Agreement and current Articles of Association) so those kinds of special resolution essentially require the support of:

(a) the PTFC Trust and The Jags Trust; and

(b) Donald McClymont

Rights of the Class C shareholders

The Investment Agreement, which allowed "tranche 1" to happen, also gave the holder of the majority of Class C shares, or those holding at least 1,250,000 Class C shares, certain additional rights. This includes being able to:

• appoint a director or observer to the Club Board
• veto the taking on of debt over £250k
• veto changes to the size of the Club Board to make it smaller than 3 people or more than 8
• veto changes to the Articles of Association which would impact the rights of Class C shareholders
• veto a decision to liquidate, dissolve or wind-up the company otherwise than in the event of insolvency
• veto a decision to issue any dividends from the company's cash reserves
• veto any changes in corporate structure that seek to "squirrel away" assets from the company (e.g. into subsidiaries)

What does this mean in practice?

Only Donald holds, and would continue to hold, enough shares to gain the status of a "Preferred Director".

So none of these special rights attach to anyone else if this deal goes ahead.

Impact of Tranche 2 shares

The shareholding of the PTFC Trust would drop from 66.0% to 59.3% and fan ownership from 72.6% to 65.3%.

This doesn't cross any governance thresholds. In practice, special resolutions doing things like issuing new shares (for example) would continue only to happen if the PTFC Trust, Jags Trust and Donald McClymont all agree, and wouldn't happen if any of them don't agree.

[Woodstock Jag]

2 minutes ago, Jordanhill Jag said:

OK - so you just confirmed that the Shares being sold are linked to Assets of the Club

- so we are clear I'm not a "liar" 

What you have described is an involuntary liquidation - in a Voluntary Liquidation then the C Class would most likely get a % of the Assets in proportion to the Shares if there were No Major Creditors 

So despite what is trying to be stated - we are selling off Assets - by Selling off Shares 

But TJF are attempting to make out its only Voting Rights that are being sold off 

A voluntary liquidation (i.e. otherwise than because of insolvency) is never going to happen without a fan vote. The Club-Trust Agreement guarantees this.

You are spectacularly out of touch with the average Thistle fan if you think they're going to vote to wind-up the Club when it's not insolvent.

[Jordanhill Jag]

19 minutes ago, Tom Hosie said:

It would seem likely that the short term future at least of Partick Thistle will be shaped by whatever decision is ultimately taken re tranche 2 of the McClymont investment. 

The Trustees, largely through The Jags Foundation, are recommending acceptance of it. 

As per my earlier post, I'm inclined to accept that recommendation not without some concerns that hopefully can be addressed at the open meeting on November 29th. 

That is should be rejected is a perfectly valid position to take though. 

I would hope, however, that anyone who chooses to vote against does so ignoring the heat and noise generated in some quarters, but through an informed decision making process. 

With that in mind it is worth reiterating a few points. 

• There are no assets being sold off. 
• There is no sale of existing shares. 
• There is, however, additional new shares being issued in return for tranche 2. 
• This will dilute the majority shareholding that the PTFC Trust hold in Partick Thistle from 72.6% to 65.3%
• The Jags Foundation's communication states that there is "no legal or practical difference in governance terms" between a 72.6% shareholding and a 65.3% (personally I'd like some additional clarification on that)
• There is no tranche three
• There is no prospect of a further dilution of the PTFC Trust's shareholding in the Club. 
• Should tranche 2 be accepted the Trustees are setting the Club Board the task of running a break even budget over the course of a three year period (sorry for the clumsy layman language)

That there is this level of communication and debate, that there is this upcoming open meeting and most importantly, that this will go to a beneficiary (you and me essentially) vote is a sign, whether you think tranche 2 is essential, the root of all evil, or some point in between, that fan ownership at Partick Thistle is working pretty much as how I envisioned it would when it was first mooted way back in 2019. That offers me optimism long term. It's how, IMO, football clubs should be operating. 

Is it too much to hope for that I don't get a rant back in reply?

 

 

 

 

No Rant 

Just a couple of corrections

There are no assets being sold off. - when we sell off Shares we sell off Assets - that means these Assets cannot be sold twice - no matter the circumstances that the Asset Value would be released - they cannot be sold twice 

 There is no Tranche 3 - agreed there is no Tranche 3 "Planned"  - however keep racking up losses at the current rate then a Tranche 3 or similar is required   

There is no prospect of a further dilution of the PTFC Trust's shareholding in the Club. - again "planned" see previous answer on racking up losses