The Wrong Type of Democracy

[Jordanhill Jag]

2 hours ago, Norgethistle said:

Colin Weir announced on November 21st 2019, that he was gifting the club to the fans, 5 weeks later he sadly passed on. 
 

Discussions on how this would happen started in 2020 with TJF being the agreed vehicle for this…. Until they asked about performing financial due diligence in early 2022, resulting in TJF being branded not fit or proper persons. 

 

All True - however as Colin Weirs Representatives it was up to Jlo & his Lawyer to make that call and carry out his wishes - the poster was implying the Shares were TJFs by right- they were not  - the Thistle Trust offered a better deal which was closer to Colin Weirs wishes ( according to his representatives)  

Maybe the some due Diligence by TJF around our Club Finances would have stopped record losses after Tranche 2 ( which were higher than the Jlo losses) 

However its a sort of mute point -the TJF Board don't actually have any power - so Fan Ownership hasn't changed anything 

[Woodstock Jag]

19 hours ago, Jordanhill Jag said:

when TJF were supporting boycotts and protest up the Canal to demand the Shares - were they getting behind the Team - backing the Custodians on the Board ? 

Bullshit again. TJF never formally endorsed the boycott that took place at Kelty. Some individual board members joined the protests and refused to enter the ground, but at least one TJF board member actually attended the game.

Supportive of the cause that the regular fans decided to campaign for? Absolutely.

Supported the boycott? Nope.

I remember well one of the banners at the time: Back the Team. Sack The Board.

19 hours ago, Jordanhill Jag said:

They didn't go to TJF because Colin Weirs Representatives did not believe TJF reflected Colin Weirs Vision of Fan Ownership -and the Thistle Trust did 

No, that's bollocks. In October 2021 there was an agreed timescale for the transfer of the shares, based on an agreed model. Publicly announced. Reported on in the national press. Detailed stuff.

• Amusingly enough it would have involved TJF's board hand-picking two of its own to be fan reps on the Club Board, rather than holding elections. A little bit ironic given the nonsense you've been peddling here and elsewhere in recent weeks.

That October 2021 deal all fell apart in March/April 2022 when TJF asked for, and were repeatedly refused, the opportunity to scrutinise the Club's finances through a due diligence exercise. And even when TJF's democratically elected board gave ground on this (in May/June 2022) and sought a much more restricted financial disclosure exercise, Three Black Cats and the then Club Board completely refused to allow that to happen. History tells us why they did this.

It is objectively bollocks that "The Thistle Trust" represented Colin Weir's wishes. The proposal, only developed in April 2022, to replace its existing bizarre set-up with 5 previously unknown, unelected, hand-picked men, a legally unenforceable memorandum of understanding, no Club Board representation at all, and no due diligence cannot possibly have been what was contemplated.

We know it cannot have been what was contemplated for a very simple reason: Three Black Cats agreed to a different model, with TJF's original board, in October 2021!

19 hours ago, Jordanhill Jag said:

His representatives were Jlo and his Lawyer and TJF had meetings with both of them 

Hilarious that you're now holding up the sham of that exercise as an impartial exercise of neutrality, rather than the shameless attempt of certain people in power at the time to conceal the Club's financial reality and to preserve their own positions of power, leaving the Club fan owned in name only.

19 hours ago, Jordanhill Jag said:

There is nothing to say that Colin Weir did of didn't want some form of Fan Owned Democracy - he gave the power to his representatives to carry out his wishes

You have absolutely no idea what Colin Weir put in his testamentary writings.

Just about the only thing we can rule out though is that he didn't say "TJF shouldn't get the shares" and he didn't say "TJF's proposed model of fan ownership was unacceptable".

The first, because TJF only even came into existence a year after he died, and after extensive consultation with his representatives.

The second because his representatives publicly committed in October 2021 to hand over the shares to TJF on the basis of a known and publicly expressed governance arrangement.

19 hours ago, Jordanhill Jag said:

jaqui low and Colin Weirs Lawyer had no obligation to transfer the shares to TJF 

Correct, but they did commit, very publicly, to do it and then didn't.

And the only thing that changed was that financial transparency was asked for, and refused.

And the end destination of the shares explicitly went to a moribund organisation that was the subject of a friendly coup by 5 previously unknown and unelected men, who in particular said they were willing to accept the majority shareholding without doing due diligence on the Club's books first.

A catastrophic concession, in the circumstances, which served to start fan ownership with the fans flying blind into a terrible financial position. Owning a club that was imminently to run out of cash, and whose underlying business was structurally unsustainable.

8 hours ago, Jordanhill Jag said:

Second - its feasible to have a Shareholding but with an agreement on influence & voting powers - which was the agreement reached with the original Thistle Trust 

Bollocks!

One of the first documents published by the "Gang of Five" was a "Memorandum of Understanding" with the Club. It had absolutely zero legal enforceability, failed to provide fan representation of any kind on the Club Board, failed to provide any meaningful financial disclosure, failed to set out any reserved matters (as had originally been envisaged).

It was TJF, not the PTFC Trust, who wanted "an agreement on influence and voting powers". And it's what we eventually got for the PTFC Trust, with the Club-Trust Agreement. Something that replaced the Memorandum of Understanding because it wasn't worth the paper it was written on.

8 hours ago, Jordanhill Jag said:

Colin Weirs representatives ( including his Lawyer )  said that was the Model that Colin Weir envisioned ~ we have nothing to prove if it was -or was not 

If you believe this I have a bridge to Northern Ireland to sell you.

8 hours ago, Jordanhill Jag said:

BUT ~ he trusted his representatives to carry out his wishes - and what we ended up with is not what -( as far as we know) his wishes  - they were his Shares -and his wishes were paramount    

But also completely irrelevant to what should happen once those shares are gifted to someone else. There was no proposed legal agreement to give Colin Weir, or his representatives, a continuing say over how Partick Thistle should be run.

Ironically, if Jacqui Low and Peter Shand had accepted TJF's position that a legally enforceable agreement would be a better way to structure the deal than a simple gift, there might have been a continuing legal role for others, if envisaged by Colin Weir!

3 hours ago, Jordanhill Jag said:

Actually Alastair Creevy saved the Club by giving a six figure unsecured loan to stop us going bust - his Reward was that he was sacked as Chairman - as he wasn't part of the Gang - and is still viewed as such to this day 

TJF put two if its Board Directors onto the Club Board. 

So let’s not rewrite History.

An unsecured loan that was repaid in full before Tranche 1 was agreed.

TJF did not "put two of its Board Directors onto the Club Board".

The Club Board asked TJF to put forward one of its board members in the summer of 2023 to serve on that board. Some of us weren't actually that keen on that arrangement. But it was them asking TJF, not the other way around.

Indeed it couldn't have been otherwise, because TJF was not, at the time, even a corporate trustee of the majority shareholder, so had zero decision-making power at the time.

Then when that director stepped back, TJF was invited to nominate another, and they nominated another. With the express purpose of it being temporary, to deliver the corporate governance changes needed to give full effect to fan ownership.

Once that corporate governance was complete, we consulted our members then pulled the rep.

You're the one engaging in selective and misleading rewriting of history. No one else.

[Jordanhill Jag]

49 minutes ago, Woodstock Jag said:

Bullshit again. TJF never formally endorsed the boycott that took place at Kelty. Some individual board members joined the protests and refused to enter the ground, but at least one TJF board member actually attended the game.

Supportive of the cause that the regular fans decided to campaign for? Absolutely.

Supported the boycott? Nope.

I remember well one of the banners at the time: Back the Team. Sack The Board.

No, that's bollocks. In October 2021 there was an agreed timescale for the transfer of the shares, based on an agreed model. Publicly announced. Reported on in the national press. Detailed stuff.

• Amusingly enough it would have involved TJF's board hand-picking two of its own to be fan reps on the Club Board, rather than holding elections. A little bit ironic given the nonsense you've been peddling here and elsewhere in recent weeks.

That October 2021 deal all fell apart in March/April 2022 when TJF asked for, and were repeatedly refused, the opportunity to scrutinise the Club's finances through a due diligence exercise. And even when TJF's democratically elected board gave ground on this (in May/June 2022) and sought a much more restricted financial disclosure exercise, Three Black Cats and the then Club Board completely refused to allow that to happen. History tells us why they did this.

It is objectively bollocks that "The Thistle Trust" represented Colin Weir's wishes. The proposal, only developed in April 2022, to replace its existing bizarre set-up with 5 previously unknown, unelected, hand-picked men, a legally unenforceable memorandum of understanding, no Club Board representation at all, and no due diligence cannot possibly have been what was contemplated.

We know it cannot have been what was contemplated for a very simple reason: Three Black Cats agreed to a different model, with TJF's original board, in October 2021!

Hilarious that you're now holding up the sham of that exercise as an impartial exercise of neutrality, rather than the shameless attempt of certain people in power at the time to conceal the Club's financial reality and to preserve their own positions of power, leaving the Club fan owned in name only.

You have absolutely no idea what Colin Weir put in his testamentary writings.

Just about the only thing we can rule out though is that he didn't say "TJF shouldn't get the shares" and he didn't say "TJF's proposed model of fan ownership was unacceptable".

The first, because TJF only even came into existence a year after he died, and after extensive consultation with his representatives.

The second because his representatives publicly committed in October 2021 to hand over the shares to TJF on the basis of a known and publicly expressed governance arrangement.

Correct, but they did commit, very publicly, to do it and then didn't.

And the only thing that changed was that financial transparency was asked for, and refused.

And the end destination of the shares explicitly went to a moribund organisation that was the subject of a friendly coup by 5 previously unknown and unelected men, who in particular said they were willing to accept the majority shareholding without doing due diligence on the Club's books first.

A catastrophic concession, in the circumstances, which served to start fan ownership with the fans flying blind into a terrible financial position. Owning a club that was imminently to run out of cash, and whose underlying business was structurally unsustainable.

Bollocks!

One of the first documents published by the "Gang of Five" was a "Memorandum of Understanding" with the Club. It had absolutely zero legal enforceability, failed to provide fan representation of any kind on the Club Board, failed to provide any meaningful financial disclosure, failed to set out any reserved matters (as had originally been envisaged).

It was TJF, not the PTFC Trust, who wanted "an agreement on influence and voting powers". And it's what we eventually got for the PTFC Trust, with the Club-Trust Agreement. Something that replaced the Memorandum of Understanding because it wasn't worth the paper it was written on.

If you believe this I have a bridge to Northern Ireland to sell you.

But also completely irrelevant to what should happen once those shares are gifted to someone else. There was no proposed legal agreement to give Colin Weir, or his representatives, a continuing say over how Partick Thistle should be run.

Ironically, if Jacqui Low and Peter Shand had accepted TJF's position that a legally enforceable agreement would be a better way to structure the deal than a simple gift, there might have been a continuing legal role for others, if envisaged by Colin Weir!

An unsecured loan that was repaid in full before Tranche 1 was agreed.

TJF did not "put two of its Board Directors onto the Club Board".

The Club Board asked TJF to put forward one of its board members in the summer of 2023 to serve on that board. Some of us weren't actually that keen on that arrangement. But it was them asking TJF, not the other way around.

Indeed it couldn't have been otherwise, because TJF was not, at the time, even a corporate trustee of the majority shareholder, so had zero decision-making power at the time.

Then when that director stepped back, TJF was invited to nominate another, and they nominated another. With the express purpose of it being temporary, to deliver the corporate governance changes needed to give full effect to fan ownership.

Once that corporate governance was complete, we consulted our members then pulled the rep.

You're the one engaging in selective and misleading rewriting of history. No one else.

It is objectively bollocks that "The Thistle Trust" represented Colin Weir's wishes. The proposal, only developed in April 2022, to replace its existing bizarre set-up with 5 previously unknown, unelected, hand-picked men, a legally unenforceable memorandum of understanding, no Club Board representation at all, and no due diligence cannot possibly have been what was contemplated.

We know it cannot have been what was contemplated for a very simple reason: Three Black Cats agreed to a different model, with TJF's original board, in October 2021!

At the point of the discussions with TJF it was the only offer on the table - its perfectly feasible that when the other offer was made it was closer to Colin Weirs Vision of Fan Ownership than TJFs - as we have No knowledge of his wishes then all we have is that he trusted his representatives to carry them out - one of which is a Lawyer governed by Law Society Standards 

But also completely irrelevant to what should happen once those shares are gifted to someone else. There was no proposed legal agreement to give Colin Weir, or his representatives, a continuing say over how Partick Thistle should be run.

Its relevant because they were Colin Weirs Shares & he trusted his representatives ( including his Lawyer) to carry out his wishes - at that point the Shares were the Property of 3BC & Jlo & Peter Shand were the Directors - I have never said that Colin Weir stated TJF were not to get the Shares - I said the Shares were not TJFs by right - and his representatives ( including his Lawyer said that the offer from the Thistle Trust ~ better represented his Vision of Fan Ownership)

 I have no idea if the Memorandum of Understanding was legally enforceable or not ( I'm not a Corporate Lawyer ) - however it was drawn up by a Lawyer - so I'm assuming they took advice ?   

the fact remains Alastair Creevy stepped forwards - gave a Six Figure Unsecured Loan when no one else would - Zero Conditions attached - - TJF got Two Directors on the Board ( by whatever means ) - Alastair Creevy was sacked from the Board - this is how we reward people who step forwards.

He didnt demand preference Shares - or Right of Veto over Key Decisions - or binding legal Right to a Place on the Board - he simply stepped up in our Hour of Need - an Old Skool Guy - we Fired Him.

Anyway - as I've stated - things have moved on - the TJF Board have no real say on what goes on at the Club - so put whoever you wish as a Fan Rep - the Shares they have are irrelevant .

 

   

 

[Woodstock Jag]

Schrodinger's TJF

Simultaneously "calling all the shots" at the Club and having "no real say"

Of course the reality is far more mundane. Fan owned, not fan run.

I think we're done here.

[Jordanhill Jag]

49 minutes ago, Woodstock Jag said:

Schrodinger's TJF

Simultaneously "calling all the shots" at the Club and having "no real say"

Of course the reality is far more mundane. Fan owned, not fan run.

I think we're done here.

No - something just occurred to me and upon checking a couple of things -it became very obvious that the TJF Board have no real say 

so I will freely admit -I got it wrong ref the TJF Board ( as it stands today) 

Yes - Fan owned -but in reality its more like the proposal that Jlo had for the Thistle Trust.

And I don't believe in coincidence 

Something made no sense - now it does 😁 

So it doesn't matter who gets on the Board as a Fan Rep - TJF approved or not - it makes no difference.  

 

 

[ChiThistle]

This kind of statement is akin to, “oh, you didn’t see it?  If you follow the clues, it’s really quite obvious.”

I don’t have a lot of time for that.  So I’ll bite.  Plus, I want this thread to go onto a 10th page.  😁

How is it the TJF Board has no say or that the open fan rep role is devoid of any influence?  Does it go back to your “single-source funding” statement?  That’s the most likely reasoning I can find.

Your sudden position change is weird to me, given how long you’ve been concerned about TJF running a monarchy.  For you to suddenly get fatalistic about it makes me concerned!

[lady-isobel-barnett]

13 hours ago, Woodstock Jag said:

I think we're done here.

Bollocks!

 

 

😀

[Jordanhill Jag]

6 hours ago, ChiThistle said:

This kind of statement is akin to, “oh, you didn’t see it?  If you follow the clues, it’s really quite obvious.”

I don’t have a lot of time for that.  So I’ll bite.  Plus, I want this thread to go onto a 10th page.  😁

How is it the TJF Board has no say or that the open fan rep role is devoid of any influence?  Does it go back to your “single-source funding” statement?  That’s the most likely reasoning I can find.

Your sudden position change is weird to me, given how long you’ve been concerned about TJF running a monarchy.  For you to suddenly get fatalistic about it makes me concerned!

No - in fairness its not obvious & only by digging & speaking to couple people did the bits of the Jigsaw fall into place 

yes - that's exactly what I'm saying - ultimately key decisions will be outwith the control of TJF Board or Fan Reps. 

I will try and explain - in Tranche 1 & Tranche 2 we signed up to various commitments - legally binding which gives influence & control over the Club beyond Fan Ownership & the Club Board - now that's the formal bit.

Now the Dangers of being dependant on "Free Money"  is multi layered - with Tranche 2 on the offing -  the Board acted like Weans in a Sweetie Shop spending Free Money - Grown Up things like Cash Reserves & CAPEX were ignored - Tranche 2 was all but spent before we received it  ~ now that should have triggered mass resignations on both the Club & TJF Boards- as we recorded Record Losses - but it didn't - one Director effectively took the fall - Now I had argued publicly that we were burning through cash & had No Reserves - I was shot down in Flames - told I was lying etc etc - The Board even spent time at Board Meetings slagging me off - rather than deal with our Finances 

So Free Money means that Boards don't need to run the Club as a Business ~ it also means that the Board doesn't need to have experienced Business People who can generate Revenue & Control Costs - Loyalty replaces Competence

It also allows the illusion that Fan Ownership is working - when in effect its being Financed by Selling Off Assets &  Supported by Handouts + Decent Cup Draws ( Luck ) and decent League finishes ( Prize Money )  also add to the illusion that Fan Ownership is Working.

Like any Business when you become dependant on a large Client three  things happen - complacency ~ laziness & sycophancy  -  you adapt your behaviour around that Client - you do nothing that upsets them - your react to there every demand -no matter how unreasonable.

Now you will ask - why are people not asking Questions - well they did - the Key Players who influence the Club ( including a number of those now slagging me off ) held pretty much identical views to mines 

When it was the Jlo Board & the Thistle Trust certain Journalists were all over it ~ now we have the Equivalent to the Celtic View  ( as they cant afford to upset the Club ) 

So my advise to yourself ( & the TJF Board ) we are doing well on the Park - Fans don't really care where the Money is coming from ~ follow the advice given to you by other TJF Board Members - back the Board ( & support the 5 Year Plan ) 

Don't do anything rash - and it saves you getting a phone call 

Oh and Pray we go up & the Free Money continues - because if we don't - we are @@@@@@   

There is No Plan B 

 

[scotty]

JJ you are sounding more and more trumpian in your desperate attempts to get your points over despite how often they are denied or shown to be untrue.

[Woodstock Jag]

1 hour ago, lady-isobel-barnett said:

Bollocks!

 

 

😀

[Jordanhill Jag]

32 minutes ago, scotty said:

JJ you are sounding more and more trumpian in your desperate attempts to get your points over despite how often they are denied or shown to be untrue.

I'm not fussed - the same people "Denied" & called me a Liar when I was pointing out the Finances were a mess - a number of those people used to hold very similar views to mines - I've not changed my Views.  

There is nothing "desperate" as the Revenues and the sources of Revenue are published in the Accounts.

Its all there - you just need to look & join the dots alongside other things in the Public Domain   

     

[Jaggernaut]

19 minutes ago, Jordanhill Jag said:

I'm not fussed - the same people "Denied" & called me a Liar when I was pointing out the Finances were a mess - a number of those people used to hold very similar views to mines - I've not changed my Views.  

 

     

On 7/30/2026 at 6:30 PM, Jordanhill Jag said:

Thanks for the Grammar - writing structure advice ( it doesn't come across as smug or condescending at all 🙂)  

 

Liar, obstinate, convinced, adamant, unrelenting, hubristic, misinformed, deluded, intransigent, devious, disingenuous, mentally deranged.... etc.

No need for anybody to unfairly accuse you of lying.

[sandy]

To be fair to JJ, he has been proved right in the past. He cares for the Club. He may come across as repetitive, but his intention comes from a good place. 

[Woodstock Jag]

2 hours ago, Jordanhill Jag said:

in Tranche 1 & Tranche 2 we signed up to various commitments - legally binding which gives influence & control over the Club beyond Fan Ownership & the Club Board - now that's the formal bit.

So this isn't the bullet you think it is.

Class C shares - preference, but not really

While Class C shares are (technically) preference shares, the specific preference shares in this case:

(a) do not take priority over Class A or Class B shares in the event of winding-up or insolvency (Article 29.2.3 says it ranks pari passu with other shares)

(b) do not come with special dividend rights (Article 29.2.2 says they are not entitled to participate in the distribution of profits of the company)

Why are they preference shares?

There are essentially two reasons that they are preference shares.

Reason 1 - Redemption

The first is to allow for the redemption mechanism, which does not apply to Class A or Class B shares (alluded to in Article 29.2.4). In the event that the Club sustains a significant improvement in its balance sheet, such that the cash position significantly exceeds £2 million, the Class C shares can gradually be redeemed, meaning that their holders are diluted from the excess.

In the event that Thistle sells a player for Lennon Miller amounts of money, or the Club runs substantial surpluses for several years, Donald McClymont and his colleagues will begin to get some of their money back, and their shares will go back to the Club. Seems a pretty fair trade, if you ask me.

Reason 2 - Non-dilution

The second is to prevent Class C shareholders from being diluted in the event that further shares are issued in the company. For example, Donald McClymont, Mark Tyndall and Stewart Smith all exercised their pre-emption rights in relation to Tranche 2, so that their percentage shareholding in the company would not be reduced as a result of others joining in with Class C shares. So they (paid so that they) avoided being diluted.

That's not a privilege offered (on paper) to Class A and B shareholders, but in practice anyone could have chosen to pony-up and to participate in that second Tranche (about 10 or so people chipped in for £5k segments).

What other rights do Class C shares confer?

Beyond those core protections, the other special rights of Class C shares are really mundane.

If you hold (a) the majority of the issued Class C shares or (b) more than 1,250,000 Class C shares (at the moment that would mean you are essentially a more than 7% shareholder in the company) then you gain the right to be/nominate a Club Board Director. These are known as "Preferred Directors".

Who is able to be a Preferred Director?

Only Donald McClymont is in a position to do this. In theory, 5 or more of his 1-2% each investment colleagues could transfer all their shares to one person and that person could also gain these rights. However, any such share transfer would be subject to Club Board approval.

What can a Preferred Director do?

A "Preferred Director" can:

• block a voluntary liquidation, dissolution or wind-up of the company
• block any resolution of the company that would alter the rights of Class C shareholders
• block the issuing of any convertible security (i.e. a new share issue by the back door)
• block the Club from issuing cryptocurrency or blockchain assets
• block any dividend being issued
• block any share/equity compensation plan
• block any action that leads to the PTFC Trust ceasing to be the majority shareholder, unless the PTFC Trust has consented to it
• block the Club from lending money to people
• block the Club from borrowing more than £250k to any third party or lender
• block the selling off of major assets through a share or equity security
• block the appointment of a Director if it would have the effect of making the Club Board bigger than 8 people

This list is similar to (but much shorter than) the list of things that the PTFC Trust can also veto under the Club-Trust Agreement. Crucially, these rights can only be exercised if the person in question has actually become a Preferred Director.

Almost everything on this list is simply about preventing Class A and B shareholders from screwing over Class C shareholders by reducing the real-world value of their shareholding. It's dull. It's boring.

It's not a conspiracy.

So what can the PTFC Trust do?

While the Investment Agreement/update to the Articles came before the Club-Trust Agreement, it sits alongside it. The CTA gives the Trustees the power to veto:

• changes to the share capital of the company
• changes to the stadium location or name
• changes to the official badges, logos or other devices etc
• the colours and styles of the Club's home strip
• changes to the name or official nickname of the Club or its status within the SFA or SPFL
• the purchase or disposal of any land or buildings by the Club
• entering into any lease of duration longer than 5 years
• secured borrowing
• unsecured borrowing (otherwise than in the ordinary course of trade)
• contracts at a cost of £50kpa or more, except for playing contracts (the threshold is lower under the Financial Stewardship provisions in periods of financial distress)
• Club Board recommendations for appointment or removal of Club Board members
• changes to the responsibilities or job description of the Chair, Chief Executive (or equivalent) or other Directors, subject to the Corporate Governance Manual dealing with those issues
• changes to the terms of reference of Club Board sub-committees
• changes to the Club's Articles of Association
• the Club Board's proposed budget, strategic plan and business plans
• changes to the capital structure of the company or its legal status
• the incorporation of any subsidiary of the company
• the extension of the Club's activities into any significant new business area, or to cease to operate in a significant existing business activity
• proposals to wind-up the Club or appoint an insolvency practitioner

These powers, unlike Donald McClymont's/Class C rights exist without the need to have a director nominee. These are basic rights accepted to belong to the majority shareholder.

And in addition there is a requirement that there will be at least two Fan Rep Directors unless and until otherwise agreed.

Pulling it all together

The notion that TJF, or the Trustees, somehow "call all the shots" is wrong because:

• we do not exercise day-to-day control over the Club or its operations, and this is done by the Club Board
• Donald McClymont's investment agreement means that some activities (particularly relating to the Club's finances and shareholding structure) require the consent of him, a minority shareholder

But equally the notion that TJF, or the Trustees, actually have "no real say" is wrong because:

• the PTFC Trust is a majority shareholder (and ultimately has all the powers that come with that, but lacks the power to pass special resolutions without the support of major minority shareholders)
• the Club-Trust Agreement gives the trustees a veto over a range of major strategic decisions at the Club (some of which are in turn out-sourced to the PTFC Trust's beneficiaries through fan votes)
• any well-functioning Club Board will develop an approach to running the Football Club that is aligned to and compatible with the priorities of the majority shareholder, to the greatest extent possible, because they will know that they have obligations under the CTA

[madcapmilkdrinker]

26 minutes ago, sandy said:

To be fair to JJ, he has been proved right in the past. He cares for the Club. He may come across as repetitive, but his intention comes from a good place. 

So why doesn’t he just say what should be done or how he’s going to help. Everything is about him but he doesn’t actually do the actual work other than posting about it relentlessly. So much energy wasted that could go toward helping the club. 

The recent ‘I’m in the know’ patter is cooker playbook 101. 

[Jordanhill Jag]

1 minute ago, madcapmilkdrinker said:

So why doesn’t he just say what should be done or how he’s going to help. Everything is about him but he doesn’t actually do the actual work other than posting about it relentlessly. So much energy wasted that could go toward helping the club. 

The recent ‘I’m in the know’ patter is cooker playbook 101. 

What should be done ( which I've stated publicly many times ) is that we should run the Club as a Business with a balanced Budget and not rely on Handouts & the Luck of a Cup Draw 

And when TJF committed to a Nett Zero Budget & there were changes being made in that Direction - I supported them - obviously they for there own reasons decided not to go down that route 

I was "in the know" when I said the Finances were in a Mess - despite denials & being called a liar - the info was all there - it wasn't hidden.

What we have is a variation of a theme 

[Jordanhill Jag]

10 minutes ago, Woodstock Jag said:

So this isn't the bullet you think it is.

Class C shares - preference, but not really

While Class C shares are (technically) preference shares, the specific preference shares in this case:

(a) do not take priority over Class A or Class B shares in the event of winding-up or insolvency (Article 29.2.3 says it ranks pari passu with other shares)

(b) do not come with special dividend rights (Article 29.2.2 says they are not entitled to participate in the distribution of profits of the company)

Why are they preference shares?

There are essentially two reasons that they are preference shares.

Reason 1 - Redemption

The first is to allow for the redemption mechanism, which does not apply to Class A or Class B shares (alluded to in Article 29.2.4). In the event that the Club sustains a significant improvement in its balance sheet, such that the cash position significantly exceeds £2 million, the Class C shares can gradually be redeemed, meaning that their holders are diluted from the excess.

In the event that Thistle sells a player for Lennon Miller amounts of money, or the Club runs substantial surpluses for several years, Donald McClymont and his colleagues will begin to get some of their money back, and their shares will go back to the Club. Seems a pretty fair trade, if you ask me.

Reason 2 - Non-dilution

The second is to prevent Class C shareholders from being diluted in the event that further shares are issued in the company. For example, Donald McClymont, Mark Tyndall and Stewart Smith all exercised their pre-emption rights in relation to Tranche 2, so that their percentage shareholding in the company would not be reduced as a result of others joining in with Class C shares. So they (paid so that they) avoided being diluted.

That's not a privilege offered (on paper) to Class A and B shareholders, but in practice anyone could have chosen to pony-up and to participate in that second Tranche (about 10 or so people chipped in for £5k segments).

What other rights do Class C shares confer?

Beyond those core protections, the other special rights of Class C shares are really mundane.

If you hold (a) the majority of the issued Class C shares or (b) more than 1,250,000 Class C shares (at the moment that would mean you are essentially a more than 7% shareholder in the company) then you gain the right to be/nominate a Club Board Director. These are known as "Preferred Directors".

Who is able to be a Preferred Director?

Only Donald McClymont is in a position to do this. In theory, 5 or more of his 1-2% each investment colleagues could transfer all their shares to one person and that person could also gain these rights. However, any such share transfer would be subject to Club Board approval.

What can a Preferred Director do?

A "Preferred Director" can:

• block a voluntary liquidation, dissolution or wind-up of the company
• block any resolution of the company that would alter the rights of Class C shareholders
• block the issuing of any convertible security (i.e. a new share issue by the back door)
• block the Club from issuing cryptocurrency or blockchain assets
• block any dividend being issued
• block any share/equity compensation plan
• block any action that leads to the PTFC Trust ceasing to be the majority shareholder, unless the PTFC Trust has consented to it
• block the Club from lending money to people
• block the Club from borrowing more than £250k to any third party or lender
• block the selling off of major assets through a share or equity security
• block the appointment of a Director if it would have the effect of making the Club Board bigger than 8 people

This list is similar to (but much shorter than) the list of things that the PTFC Trust can also veto under the Club-Trust Agreement. Crucially, these rights can only be exercised if the person in question has actually become a Preferred Director.

Almost everything on this list is simply about preventing Class A and B shareholders from screwing over Class C shareholders by reducing the real-world value of their shareholding. It's dull. It's boring.

It's not a conspiracy.

So what can the PTFC Trust do?

While the Investment Agreement/update to the Articles came before the Club-Trust Agreement, it sits alongside it. The CTA gives the Trustees the power to veto:

• changes to the share capital of the company
• changes to the stadium location or name
• changes to the official badges, logos or other devices etc
• the colours and styles of the Club's home strip
• changes to the name or official nickname of the Club or its status within the SFA or SPFL
• the purchase or disposal of any land or buildings by the Club
• entering into any lease of duration longer than 5 years
• secured borrowing
• unsecured borrowing (otherwise than in the ordinary course of trade)
• contracts at a cost of £50kpa or more, except for playing contracts (the threshold is lower under the Financial Stewardship provisions in periods of financial distress)
• Club Board recommendations for appointment or removal of Club Board members
• changes to the responsibilities or job description of the Chair, Chief Executive (or equivalent) or other Directors, subject to the Corporate Governance Manual dealing with those issues
• changes to the terms of reference of Club Board sub-committees
• changes to the Club's Articles of Association
• the Club Board's proposed budget, strategic plan and business plans
• changes to the capital structure of the company or its legal status
• the incorporation of any subsidiary of the company
• the extension of the Club's activities into any significant new business area, or to cease to operate in a significant existing business activity
• proposals to wind-up the Club or appoint an insolvency practitioner

These powers, unlike Donald McClymont's/Class C rights exist without the need to have a director nominee. These are basic rights accepted to belong to the majority shareholder.

And in addition there is a requirement that there will be at least two Fan Rep Directors unless and until otherwise agreed.

Pulling it all together

The notion that TJF, or the Trustees, somehow "call all the shots" is wrong because:

• we do not exercise day-to-day control over the Club or its operations, and this is done by the Club Board
• Donald McClymont's investment agreement means that some activities (particularly relating to the Club's finances and shareholding structure) require the consent of him, a minority shareholder

But equally the notion that TJF, or the Trustees, actually have "no real say" is wrong because:

• the PTFC Trust is a majority shareholder (and ultimately has all the powers that come with that, but lacks the power to pass special resolutions without the support of major minority shareholders)
• the Club-Trust Agreement gives the trustees a veto over a range of major strategic decisions at the Club (some of which are in turn out-sourced to the PTFC Trust's beneficiaries through fan votes)
• any well-functioning Club Board will develop an approach to running the Football Club that is aligned to and compatible with the priorities of the majority shareholder, to the greatest extent possible, because they will know that they have obligations under the CTA

He who pays the Piper Calls the Tune - TJF have No Power 

 

[Jordanhill Jag]

2 minutes ago, Jordanhill Jag said:

What should be done ( which I've stated publicly many times ) is that we should run the Club as a Business with a balanced Budget and not rely on Handouts & the Luck of a Cup Draw 

And when TJF committed to a Nett Zero Budget & there were changes being made in that Direction - I supported them  to try and deliver a Nett Zero Budget - obviously they for there own reasons decided not to go down that route - leaving them exposed 

I was "in the know" when I said the Finances were in a Mess - despite denials & being called a liar - the info was all there - it wasn't hidden.

What we have is a variation of a theme 

 

[Woodstock Jag]

1 minute ago, Jordanhill Jag said:

And when TJF committed to a Nett Zero Budget & there were changes being made in that Direction - I supported them - obviously they for there own reasons decided not to go down that route 

You're distorting, again.

TJF called on the Club Board to engage in a zero-based budgeting exercise, to better understand what existing spending commitments were considered core and essential to the Club, what ones were considered strategically desirable, and what ones were considered to be discretionary.

The purpose of such an exercise was to inform the budget choices the Club Board would make, and to provide both the Club Board and the trustees with a better understanding of what changes would be necessary to deliver break-even budgets going forwards, assuming no significant changes in revenue generation.

You, as part of the finance working group, were tasked with undertaking that exercise. You provided some documents to the Club Board in connection with this (some, but not all, of which were then shared with the trustees).

That work, which you took part in under an NDA, then informed both the Club Board's budget proposals in the summer of 2025, and influenced the trustees' thinking about the acceptability (or otherwise) of earlier iterations of those budget proposals.

 

[Jordanhill Jag]

1 minute ago, Woodstock Jag said:

You're distorting, again.

TJF called on the Club Board to engage in a zero-based budgeting exercise, to better understand what existing spending commitments were considered core and essential to the Club, what ones were considered strategically desirable, and what ones were considered to be discretionary.

The purpose of such an exercise was to inform the budget choices the Club Board would make, and to provide both the Club Board and the trustees with a better understanding of what changes would be necessary to deliver break-even budgets going forwards, assuming no significant changes in revenue generation.

You, as part of the finance working group, were tasked with undertaking that exercise. You provided some documents to the Club Board in connection with this (some, but not all, of which were then shared with the trustees).

That work, which you took part in under an NDA, then informed both the Club Board's budget proposals in the summer of 2025, and influenced the trustees' thinking about the acceptability (or otherwise) of earlier iterations of those budget proposals.

 

TJF along with the Shareholders at the AGM called for the Club Board to follow a Nett Zero approach to Budgeting - it was not stated it was an "exercise" at the AGM or to "inform the Trustees"  - there is no distortion - it was a clear instruction to the Board -unanimously approved. 

Yes - I worked under an NDA with the FWG  - your point being ?  

   

[Woodstock Jag]

9 minutes ago, Jordanhill Jag said:

TJF along with the Shareholders at the AGM called for the Club Board to follow a Nett Zero approach to Budgeting

There was no shareholder vote on Nett Zero. You're talking nonsense.

What happened was that a shareholder (you) called for a Nett Zero budget and a representative of the PTFC Trust (me) asked the then Chair of the Board whether he would consider conducting a zero-based budgeting exercise to identify opportunities to cut costs. He said "that's a good idea we're happy to look into that".

And shortly thereafter he tasked the Finance Working Group, of which you were a part, to do that exercise.

9 minutes ago, Jordanhill Jag said:

- it was not stated it was an "exercise" at the AGM or to "inform the Trustees"  - there is no distortion - it was a clear instruction to the Board -unanimously approved. 

Bullshit. This didn't happen.

9 minutes ago, Jordanhill Jag said:

Yes - I worked under an NDA with the FWG  - your point being ?  

That you should probably have a better basic comprehension of what happened than what you're now saying, given you were privy to the exercise.

[JAGSMAN1968]

Mr Lambie's phrase,  "Ma heids buzzled" came to mind after reading all this!!

[Albert's Ghost]

This is great guys.  Most of us would love more insights like this.  I had no idea JJ had his fingerprints over so much.

While we're at it - why was Alistair Creevy so brutally discarded, having lent a sizeable sum to the club?  Seems bizarre to those NITK.

[Jordanhill Jag]

13 minutes ago, Woodstock Jag said:

There was no shareholder vote on Nett Zero. You're talking nonsense.

What happened was that a shareholder (you) called for a Nett Zero budget and a representative of the PTFC Trust (me) asked the then Chair of the Board whether he would consider conducting a zero-based budgeting exercise to identify opportunities to cut costs. He said "that's a good idea we're happy to look into that".

And shortly thereafter he tasked the Finance Working Group, of which you were a part, to do that exercise.

Bullshit. This didn't happen.

That you should probably have a better basic comprehension of what happened than what you're now saying, given you were privy to the exercise.

No your correct - there wasn't a Shareholder Vote - as there was a General Agreement in the Room that it should be the approach with no dissenters - and it was called for to take a Nett Zero approach to Budgeting  - there are lots of things agreed at an AGM where the Board take instruction without a Vote - it is also my understanding ( however happy to be corrected ) that a Nett Zero approach had been discussed by the TJF Board prior to the AGM - so to imply this was simply a casual discussion at the AGM is not correct - unusually -both myself & TJF were aligned in the approach to Club Finances on this approach   

As I've signed an NDA - which you have whatever reason reminded me of ? - obviously I cant reply to your version of events post AGM - beyond confirming your statement~  that I was part of the FWG who produced a Nett Zero Budget & strategy  

[Woodstock Jag]

Just now, Albert's Ghost said:

This is great guys.  Most of us would love more insights like this.  I had no idea JJ had his fingerprints over so much.

While we're at it - why was Alistair Creevy so brutally discarded, having lent a sizeable sum to the club?  Seems bizarre to those NITK.

There was a falling out at Club Board level. His fellow directors took steps to remove him.

In particular, there was a break-down in the relationship between him and another Club Board member.

It played out very publicly as allegation and counter allegation were traded (including by Mr Creevy at other Club Board members, on Facebook - not very edifying).

This situation dragged out as the trustees attempted to mediate between the parties. Eventually it was clear that there was no prospect of Mr Creevy returning to the Club Board without triggering resignations of other Club Board members.

The trustees therefore, reluctantly, exercised their powers formally to remove Mr Creevy, to bring the dispute to an end.

The director he particularly publicly fell out with stepped down from the Club Board a few months later.

As is so often the case at organisations like a football club, the reasons for directors leaving are almost always specific to interpersonal dynamics, and people falling out with one another.

One reflection I have having been a TJF board member for just over 4 years now is that on far too many occasions, the departure of Club Board members has been triggered by them falling out with one another.

Unfortunately, influential as the trustees may be, we can't force people to work with one another. We inhabit a reality where we end up mopping up the tedious interpersonal nonsense of others.

This is also why the ability of people to work collegiately, and to stick the course, is particularly important. It helps explain why we might, for example, want to have a shortlisting exercise for Fan Rep directors, allowing us to interrogate a little someone's suitability for the role and their willingness to put in a 2-year shift. It's also why we might be cautious about appointing people to the Club Board simply because Jim Alexander has recommended them to us and said they're brilliant because they've "run a successful business".