Ptfc Rip?

[northernsoul]

I hope an open meeting is arranged soon with the BoD so we can get answers face to face.

 

If even half of the clued up folk on here (ex Trust members etc) showed up it would make an interesting and beneficial meeting.

 

So many well thought out posts and knowledge go to waste on this forum and they never get the answers they deserve from those in charge.

 

A Trust member poster on here hinted that there were arrangements in the pipeline for a meeting with Beattie. Who, if they can make it and after another day like today would go?

Edited September 2, 2011 by northernsoul

[Lambies Lost Doo]

CAN SOMEONE PLEASE EXPLAIN WHAT IS GOING ON IN A SIMPLE YET INTELLIGENT MANNER?

 

I do not take much notice of the board comings and goings. I didn't understand why Jim Alexander had to leave the board and I like what David Beattie says but I am very much out the loop. There are people on here who seem to know what is going on and are very angry but they are not communicating it to the wider and larger community of Thistle fans. To repeat what others are asking

 

CAN SOMEONE PLEASE EXPLAIN WHAT IS GOING ON IN A SIMPLE YET INTELLIGENT MANNER?

[Woodstock Jag]

I really just wish someone would put them all in a room and lock them up until they come back with something that's good for the football club. Fed up of all the misdirection and games that get in the way of running our football club.

[Norman]

CAN SOMEONE PLEASE EXPLAIN WHAT IS GOING ON IN A SIMPLE YET INTELLIGENT MANNER?

 

I do not take much notice of the board comings and goings. I didn't understand why Jim Alexander had to leave the board and I like what David Beattie says but I am very much out the loop. There are people on here who seem to know what is going on and are very angry but they are not communicating it to the wider and larger community of Thistle fans. To repeat what others are asking

 

CAN SOMEONE PLEASE EXPLAIN WHAT IS GOING ON IN A SIMPLE YET INTELLIGENT MANNER?

 

At the moment, Thistle are a bit like the double decker cars on Top Gear, where the bottom one steers and the top one controls the breaks and accelerator.

 

Had the proposal gone through, we would still have a double decker car, but only one would control steering and acceleration.

 

As it hasn't gone through, we are going to be left with a car that has acceleration and braking , but no steering wheel.

 

That's my understanding, at least.

[Julie Ann]

At the moment, Thistle are a bit like the double decker cars on Top Gear, where the bottom one steers and the top one controls the breaks and accelerator.

 

Had the proposal gone through, we would still have a double decker car, but only one would control steering and acceleration.

 

As it hasn't gone through, we are going to be left with a car that has acceleration and braking , but no steering wheel.

 

That's my understanding, at least.

very good. is it not more like the top and bottom have a brake an accelerator each but they can both stop the vehicle if the other presses the accelerator?

[Norman]

very good. is it not more like the top and bottom have a brake an accelerator each but they can both stop the vehicle if the other presses the accelerator?

Don't complicate an analogy!

 

DB/BA have a clear idea where they want the club to go - Hence the steering wheeel.

 

T'others would seem to have no idea what the right direction is, but exercise their control as to whether the club heads in the direction that DB/BA want or not.

[stolenscone]

A few people have asked for a proper explanation of recent events. Inevitably anything I say will be tainted by my personal take on matters, but I’ll try to give it a go. Please forgive the length of this post, but it is not possible to convey so much information in a few words:

 

The EGM Motions

 

This has come to a head because the current PTFC Board called an Extraordinary General Meeting of PTFC Shareholders. The meeting took place today and sought to pass the following key motions:-

 

1. To replace the current Memorandum & Articles of Association of PTFC Limited with a new set – in short, if passed, this would have replaced the internal rules by which the Company which is our football club must be run. The PTFC Board did not include a copy of the new rules with their notice telling shareholders about the meeting, so at first blush, it was impossible for any ordinary shareholder to make a decision about whether or not they should support or reject the motion. A copy of the new rules was eventually obtained and is posted on the EGM thread. I will not comment on the merits or otherwise of these new rules in this post;

 

2. To disapply the shareholder protections relating to director conflicts of interest that are provided by the Companies Acts. In brief, the legislation contains certain curbs on what the directors can do if faced with a conflict of interest, largely requiring them to go back to the shareholders to get approval for their actions. (Let’s not confuse the issue with a debate about the “old” law vs the “new” law.)

 

As we know, certain directors of PTFC the football club, also own shares in / are directors of a property development company which now owns the main stand and former south terracing at Firhill. There is clearly the potential for a conflict of interest to arise, particularly if decisions made to the detriment of the football club might have a knock on effect to benefit the owners of the property company. It is also worth noting that one of our directors, Billy Allan, is the Chairman of the company which runs the day to day match operations at Firhill (e.g. the stewarding, cleaning, building maintenance etc) – Europa.

 

Although nobody is suggesting that the PTFC directors who have the potential for a conflict of interest are in any way looking to benefit personally from their dual roles, the proposed motion for consideration at the meeting was drafted very widely. It was not tailored to specifically address existing conflicts and could clearly have been used to circumvent the need to get shareholder approval for any future conflicts of interest that might arise.

My personal view is that as drafted, and based on the information provided by the PTFC Board when the meeting notice was issued, no right minded independent shareholder would consider voting in favour of the proposals. However, the football club’s Articles of Association (it’s internal rule book) probably does need to be updated, and the very real current conflicts of interest do need to be addressed.

 

I hope that most independent shareholders and supporters (i.e. those without a direct, vested interest) would agree that the sensible thing to do would be for the PTFC Board to hold up its hand, admit that it handled the drafting of these motions and the manner of the shareholder notifications in a poor manner and then sit down for an open and fair discussion with the shareholders and fans to work out a considered solution which ( a ) gives the Board the freedom that it needs to operate properly; and ( b ) affords the shareholders adequate protections against the Board taking any liberties.

 

I was not at today’s meeting, but from the various posts on this thread, it does not sound as though that offer of open and constructive dialogue was made.

 

Shareholdings, the current Board & what happened at today’s Meeting

 

Back in the days of Save the Jags, Brown McMaster, Tom Hughes and the Jags Trust were each gifted 1 million shares in PTFC Limited, the company that is our football club. The stated aim at that time was to ensure that no one party would be able to gain control of the company and use that control to asset strip (e.g. buying the club with the sole intention of selling the ground for a quick profit before jumping ship and leaving us to go the way of Third Lanark).

 

Other individuals have reasonably large blocks of shares (e.g. former directors Norman Springford and Eddie Prentice and current director David Beattie), but these people need to be distinguished from McMaster, Hughes and the Trust since they actually paid for their own shares. These people who paid for their shares are, to my mind, entitled to use them to vote however they see fit.

 

I think that most people will be able to see the problem with this set up, however, and this problem manifested itself at today’s meeting: The current board of directors do not control a large portion of the shares in PTFC Limited, and can be dictated to (and could ultimately be removed from office) by the collective willpower of a handful of ex-directors, 2 of whom were gifted their shares in order to act as guardians of the football club.

 

Were their actions today (direct or by proxy) undertaken with that guardianship in mind, or were they the actions of petty, vindictive individual(s) taken to satisfy their own venal whims? Perhaps a combination of disinterest by proxy and spite? I don’t know, but if there is no evidence in the coming days of an attempt to build bridges and see a sensible negotiation to resolve this issue for the benefit of the football club, then you will have your answer.

 

Either way, this issue of large blocks of “floating” shares lying outwith the football club does need to be addressed, otherwise these problems are going to continue to arise.

 

As an aside, although the Jags Trust was also gifted its shares, they should be treated differently from McMaster and Hughes – the role of the Trust Board is to vote in accordance with the wishes of its membership and in the best interests of the football club. We can ask nothing more (please let’s leave aside the issue of water fowl for now).

 

Europa Debt & Insolvency

 

I have no idea to what extent it is true, but rumours abound that Europa (remember them – Billy Allan is the Chairman, and they do the stewarding, building maintenance etc) are now a significant creditor to the football club. If that is true, then it means that the last cash crisis was at least in part averted as a result of the direct actions of Mr Allan. But, if Billy Allan decides that he’s had enough and that today’s actions were borne from spite and are a sign of things to come, what happens to that debt? Are Europa able to demand immediate repayment? If so, we’d better hope that Billy Allan is not a spiteful man, because all of a sudden, it rests within his control to pull the rug from under the football club, call in the debt and, when we can’t pay, have an administrator appointed. Could we survive that? I don’t know. Just for the record, being beholden to one person, however good spirited, is a huge problem for the football club, but if it does own money to Europa that it can’t pay back, then that’s exactly where we are.

Of course the irony if all this comes to pass and the rug is pulled is that the very people who have led us down an ever darkening path of imbalanced budgets and financial peril may be the ones who are responsible for forcing the hand of someone who has been trying to put right their mistakes.

 

 

I hope this has helped to clarify some of the issues in very broad terms for some people. If not, I can only apologise.

 

If you’re happy to settle for the edited version – it’s all a horrible mess that the football club might not live to see the end of.

Edited September 2, 2011 by stolenscone

[B.C.G. JAG]

Don't complicate an analogy!

 

DB/BA have a clear idea where they want the club to go - Hence the steering wheeel.

 

T'others would seem to have no idea what the right direction is, but exercise their control as to whether the club heads in the direction that DB/BA want or not.

Thing is though, the passengers on a bus usually like to know what direction the driver is taking them. If the driver doesn't put up a clear sign on the front of his bus then it's not very surprising that no-one got on.

 

I'm amazed that anyone expected this to go through today when there was no sign on the bus, no timetable and no guarantees about what happens if the driver goes missing with all the bus fares. There is also no reason why these things can't be sorted out properly.

[Allan Heron]

My personal view is that as drafted, and based on the information provided by the PTFC Board when the meeting notice was issued, no right minded independent shareholder would consider voting in favour of the proposals. However, the football club’s Articles of Association (it’s internal rule book) probably does need to be updated, and the very real current conflicts of interest do need to be addressed.

 

I hope that most independent shareholders and supporters (i.e. those without a direct, vested interest) would agree that the sensible thing to do would be for the PTFC Board to hold up its hand, admit that it handled the drafting of these motions and the manner of the shareholder notifications in a poor manner and then sit down for an open and fair discussion with the shareholders and fans to work out a considered solution which ( a ) gives the Board the freedom that it needs to operate properly; and ( b ) affords the shareholders adequate protections against the Board taking any liberties.

 

Terrific note, David.

 

I've just quoted out these two paragraphs as they're the nub of the issue now that we're on the other side of the EGM

[B.C.G. JAG]

Terrific note, David.

[Norman]

Thing is though, the passengers on a bus usually like to know what direction the driver is taking them. If the driver doesn't put up a clear sign on the front of his bus then it's not very surprising that no-one got on.

 

I'm amazed that anyone expected this to go through today when there was no sign on the bus, no timetable and no guarantees about what happens if the driver goes missing with all the bus fares. There is also no reason why these things can't be sorted out properly.

 

I did originally have a remark in my analogy about whether we would want one car in sole control, but removed it prior to posting as I wanted to keep things simple.

 

At the risk of stretching the analogy, it's likely that there will be a lot less petrol in the tank now.

 

What we'd want in an ideal world is taxi. We could agree where we wanted to go and trust the cabbie's judgement about how best to get there.

[jaf]

A few people have asked for a proper explanation of recent events. Inevitably anything I say will be tainted by my personal take on matters, but I’ll try to give it a go. Please forgive the length of this post, but it is not possible to convey so much information in a few words:

 

......

 

 

If you’re happy to settle for the edited version – it’s all a horrible mess that the football club might not live to see the end of.

 

A fair summary, although is Europa inspired administration really such a bad thing?

 

Save the Jags (talking of conflicts of interest think about the prime movers in forming that and the outcome) f*cked the club because it gave the balance of power to people who have misused it and abused it. The only way to rid the club of them is to kill it...they have taken all the soul out of the club, all the joy out of being a Jags fan - what is left?

 

They should not be spared having the death of the football club on their CV and as their legacy.

[jaf]

Terrific note, David.

 

I've just quoted out these two paragraphs as they're the nub of the issue now that we're on the other side of the EGM

 

Step 1 - the people who caused the 'very real conflicts of interest' need to be accountible for the f*ck up they made. Which board members assured which other board members there was no conflict of interest? Which board members obtained the independent advice they were tasked to get, how was that obtained, and from whom? What safeguards were put in place to ensure no board member of PTFC was involved in the framing of the deal with Propco if they also had a beneficial interest in that company? And finally who negotiated for propco and who negotiated for the club?

[Julie Ann]

the ironic thing is that if the club died off the back of this we'd just get the prime movers setting up another club which they'd own themselves. and there would be another one set up in competition. and another set up because they don't like the ones who set up the others two and it woudl go on and on and on

[Fellow Traveller]

I've hated Propco from day one and feel suspicion towards every board member or past board member who also wears a Propco hat. But a lot of that is just fear of what we're going to have to lose.

 

The truth is that for years we've been hoping someone with money would come in to the club. The fans hope it's going to be someone who just loves Thistle and is happy to spunk his money away on it, knowing he'll never get it back. You know, some mug like a lottery winner. Meanwhile Tom Hughes has been searching for some rich idiot who would be prepared to put up all the money we need, but leave people like him and Cowan in control. In both cases, we're living in dreamland.

 

Amazingly, we've actually got guys with money at the club. They've shown that they're prepared to use it to offer us some stability, but in the real world that means that there's going to be a price to pay. It's just too naive for words to expect otherwise. And that's going to be a painful price - it might be half the stadium or the whole stadium. There's no realistic way around it now (or if there is, let's hear it. Somebody shout it out.)

 

At some point each of us might think the price is too high and that the club isn't worth keeping alive at that point because it's been so whittled away, but the alternative is very clear and very urgent - the financial support will leave and we'll be returned to the control of people with no money to put in, no business strategy to offer, in many cases no business track record to demonstrate, people who have treated the fans like dirt over a number of years both in the boardroom and in the Trust, people who will take free shares and then try to parlay that into a family inheritance or a position as President of the League, people who have failed time and time again to deliver on their promises and have never accepted an ounce of responsibility for it.

 

When it comes to whether or not we can trust Billy Allan and Beattie, I don't know. But I'd take a chance on them and argue about it later rather than push them out and go back to what they replaced because that means there probably won't be anything left to argue about. The previous board I wouldn't trust to handle any situation, and that's based on experience rather than suspicion.

 

Very hard choices on offer, but that's because the club is on life support and it's the major shareholders (I prefer the phrase "failed and discredited former directors") who put it there that are the ones who should be getting chased out by an angry mob.

Edited September 2, 2011 by Double Ugly

[Steven H]

I posted this in the Questions For The Club thread, but I'm probably more likely to get an answer here, so have copy and pasted it.

 

From what I understand, the M&A needs to be updated, particularly considering the balance of power at PTFC lies outwith the boardroom. I understand that since DB and BA have assumed control of the Club we have improved financially (by relying on Europa to make the cash balance look better while the overall debt level increases?). Perhaps that is good enough to indicate DB and BA do have the best interests of Thistle at heart, perhaps not...but it is a lot more progresive than the previous board, if more risky given our reliance on Europa.

 

But the elephant in the room is most definately the conflict of interest arising from DB and BA being heavily involved in propco while calling the shots at PTFC at the same time. With that in mind, it is a big leap of faith, bigger even than the CF leap, and without assurances regarding the Propco issue there was never a chance of the motions being approved today.

 

Ideally, I would like to see a seperate group formed who would represent PTFC's 50% share in Propco (and for this share to be valued when it comes to voting, although maybe only giving 49% rather than 50% when it comes to voting). This group would have no personal interest in propco, but would be looking to ensure the Club is safeguarded. This would avoid the scenario where DB and BA COULD IN THEORY have a meeting between themselves (if these motions were passed) whereby they use their 'power' at PTFC to vote something through for the benefit of propco AND to the detriment of PTFC. Is that over simplifying the situation.

 

So, with all that in mind, I would ask:

Is there still scope for negotiations to reach some sort of middle ground on this issue?

[jaf]

I posted this in the Questions For The Club thread, but I'm probably more likely to get an answer here, so have copy and pasted it.

 

From what I understand, the M&A needs to be updated, particularly considering the balance of power at PTFC lies outwith the boardroom. I understand that since DB and BA have assumed control of the Club we have improved financially (by relying on Europa to make the cash balance look better while the overall debt level increases?). Perhaps that is good enough to indicate DB and BA do have the best interests of Thistle at heart, perhaps not...but it is a lot more progresive than the previous board, if more risky given our reliance on Europa.

 

But the elephant in the room is most definately the conflict of interest arising from DB and BA being heavily involved in propco while calling the shots at PTFC at the same time. With that in mind, it is a big leap of faith, bigger even than the CF leap, and without assurances regarding the Propco issue there was never a chance of the motions being approved today.

 

Ideally, I would like to see a seperate group formed who would represent PTFC's 50% share in Propco (and for this share to be valued when it comes to voting, although maybe only giving 49% rather than 50% when it comes to voting). This group would have no personal interest in propco, but would be looking to ensure the Club is safeguarded. This would avoid the scenario where DB and BA COULD IN THEORY have a meeting between themselves (if these motions were passed) whereby they use their 'power' at PTFC to vote something through for the benefit of propco AND to the detriment of PTFC. Is that over simplifying the situation.

 

So, with all that in mind, I would ask:

Is there still scope for negotiations to reach some sort of middle ground on this issue?

 

 

The elephant in the room is not a baby. It is well aged. It has been there since propco was being set up. The way to make propco work without conflicts of interest was suggested by me to a board member before propco even happened.....unfortunately to avoid a conflict of interest some people cannot get the best of both worlds, the glamour of being a football club director and be prime movers in property companies. I guess that got in the way of us not having a conflict of interest inherent in the process and structure.

[Steven H]

The elephant in the room is not a baby. It is well aged. It has been there since propco was being set up. The way to make propco work without conflicts of interest was suggested by me to a board member before propco even happened.....unfortunately to avoid a conflict of interest some people cannot get the best of both worlds, the glamour of being a football club director and be prime movers in property companies. I guess that got in the way of us not having a conflict of interest inherent in the process and structure.

 

I know that the elephant is now a big pink bugger, and it gives me the heeby-jeebies. Is that board room member still in the boardroom? If not, perhaps whatever you suggested can be the middle ground needed and the current BoD MIGHT be more prepared to listen.

 

If DB and BA really do have the best interests of Thistle at heart then surely they would not object to anything that avoids conflicts of interest in relation to Propco. It may just be the thing that can swing it back in their favour in terms of the motions put forward today. I like what the current board have done (to an extent) in terms of the finacial side of running the club, and these changes being proposed would be fine by me, IF it wasn't for the conflict of interest re Propco. It's that simple imo, get the safeguards needed in relation to Propco and get the changes made that need to be made to allow the current board to rectify the mistakes made by the previous one. Ironically though, that same failed board could scupper things even if the safeguards were secured, what a fcuk up our Club has become!

[Norgethistle]

If i was Db or BA and i wanted the free shares returned to the pot to keep the control of the club within the club i would offer the holders the following 2 options

 

1 as they were free to protect the club and you are no longer part of the club please return them in the enclosed SAE

 

2 if you believe you got them as payment in lieu for services rendered and you have a right to keep them, all fair and well we shall be informing the tax man to ensure the income tax has been paid on the said wages, if your not happy with this please return them in the SAE mentioned in option 1

[jaf]

If i was Db or BA and i wanted the free shares returned to the pot to keep the control of the club within the club i would offer the holders the following 2 options

 

1 as they were free to protect the club and you are no longer part of the club please return them in the enclosed SAE

 

2 if you believe you got them as payment in lieu for services rendered and you have a right to keep them, all fair and well we shall be informing the tax man to ensure the income tax has been paid on the said wages, if your not happy with this please return them in the SAE mentioned in option 1

 

Wheres Double Ugly with his share allotment forms when you need him??

 

On what basis were the shares issued again DU??

[Woodstock Jag]

Wheres Double Ugly with his share allotment forms when you need him??

 

On what basis were the shares issued again DU??

 

Here's a good starting point for a refresher on share allocations.

 

Edit: see also the link in that article to a quote about the basis on which free shares given.

Edited September 2, 2011 by Woodstock Jag

[Fellow Traveller]

Well, here's a warning from 5 months ago about the danger of having all the shares outside the boardroom. It contains Brown's very detailed account of why they took the shares:

 

It all comes home to roost eventually.

[Norgethistle]

it would come home to roost here

Well, here's a warning from 5 months ago about the danger of having all the shares outside the boardroom. It contains Brown's very detailed account of why they took the shares:

 

It all comes home to roost eventually.

[jaf]

Why did I think there was an inherent conflict of interest from day one?

 

Because in the way that propco was set up if any shareholder goes into administration, the other parties have the rights to but their shares at market value (which in the case of PTFC would likely be greatly suppressed). ALso what happens to the other half of the ground if propco is in existence in an insolvency situation - the presence of propco devalues the remainder of the ground to some extent to other buyers.

 

So we have people who are controlling the destiny and solvency of a football club, and who stand to potentially gain financially from the failure and insolvency of that football club, I think anyone can see a conflict exists.

 

I shouted screamed about this at the time, and no one took any notice.

 

Thats a summary (there are a myriad of other reasons which are probably more difficult to grasp) of why I thought it was a conflict of interest. What puzzles me, is why the professionals on the Board (especially the legal ones) at the time did not see it as a conflict of interest until the past week or so? Did AC venture no opinion at the time (in which case WTF was he doing on the board), did he say there was no conflict, or did he warn that there was but was ignored by the others?

 

I know this is tedious to many but all this is important as it reflects on his actions of the past few days. If he was ignored in his warnings, then I can understand his motivation. If he said nothing, then it is a strange time to speak up. If however his view was that no conflict existed and he expressed that to the board (which they might given his legal background be expected to ask for and rely upon) and he has changed his view and mounted this campaign built around conflict of interest, i think others can draw conclusions as to the motivation, and it leaves me incredulous if that is the case as I personally would be scurrying for the hills in embarrassment rather than becoming the West Ends self-proclaimed legal expert in all matters "conflict of interest". I dont know what went on in the boardroom back then, what I do know is that conflict of interest was being raised by me and others constantly at that time.

[javeajag]

The real problem which has grown over the last ten yearsis the split between those who own the club and those who manage it. The power lies with the former and the latter are thus constrained.

It's not simply a question of getting answers from the bod but from the major shareholders and I'm assuming that won't happen.

The best next step would be either administration or transfer of shareholdings so that ownership and management et are combined