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You are wrong.The share structure of Firhill Developments has various classes of shares which have different voting rights.This protects the interest of Partick Thistle in continuing to use Firhill as a football stadium and prevents development which does not have the backing of the shareholders of Partick Thistle.

On the question of conflicts of interest,the current Board presented a proposal in 2011 to shareholders which would change the rules over directors' conflicts of interest allowing them,and not shareholders, to decide what constituted a conflict.

Along with a number of other shareholders I opposed this change and we were slaughtered for this by many who post on this forum.We voted the proposal down but the Board were so keen to effect this change that they re-presented it and threatened to resign if it was not carried - as it eventually was.

Allan Cowan

Hi Allan, I obviously bow to your greater knowledge re the structure of the shares and I apologise for that , the main problem I've got was the spin that was put on the deal " like minded PTFC supporters" helping the club when actually they were trying to make money off the back of PTFC . Was this the only avenue we considered ? Why would diluting our main asset seem like a good idea ? Why do you think the current board were so keen to push through their proposal re conflict of interest ?
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Just had a look at some of the records at Companies House.

 

PTFC has 100 out of 596 'A' shares in Firhill Developments Limited (FDL). These 'A' shares are of nominal value (1p each) but confer voting rights, therefore the Club has a 16.78% say in any vote taken by the 'A' share holders. Three members of PTFC's current Board (Beattie, Allan, Dodd) hold, between them, 300 (50.33%) of these shares.

 

The Club holds all 300 of 300 'B' shares in FDL. These also are of nominal value (1p each) and confer no voting rights. What these do get the Club, I'll come back to in a minute...

 

The Club has no interest in £1.24M worth of 'Preference' shares. These confer no voting rights. Three of PTFC's current Board (Beattie, Allan, Dodd) hold 60.48% of these shares between them.

 

On a return of capital (e.g. if FDL was wound up following the sale of the Main Stand and City End to a property developer), 'Preference' shareholders are guaranteed a 27.63% return ("redemption premium") on their investment after 5 years (equivalent to 5% p.a. cumulative). This is pro-rated if the capital is returned earlier than 5 years from date of issue. This return will be enhanced at the discretion of the shareholders where the return of capital occurs later than 5 years from date of issue.

 

So what does the Club get?

 

Well, whatever's left over after the 'Preference' shareholders have been repaid as above, gets divided according to how many 'A' and 'B' shares each party holds. PTFC holds 400 of 896 of these shares (100 'A' shares and 300 'B' shares), and therefore would receive 44.64% of this remainder.

 

This is my understanding of the documentation I have inspected. I apologise unreservedly if the above contains any errors.

Edited by ScottyDFA
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Just as an example...

 

If the Main Stand and City End were sold to coincide with the fifth anniversary of the issue of FDL Preference shares, and the sale realised £1.6M for FDL, The Club would stand to receive £7762.

 

Happy to stand corrected if this is wrong.

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... The share structure of Firhill Developments has various classes of shares which have different voting rights.This protects the interest of Partick Thistle in continuing to use Firhill as a football stadium and prevents development which does not have the backing of the shareholders of Partick Thistle.

 

On the question of conflicts of interest,the current Board presented a proposal in 2011 to shareholders which would change the rules over directors' conflicts of interest allowing them,and not shareholders, to decide what constituted a conflict.

Along with a number of other shareholders I opposed this change and we were slaughtered for this by many who post on this forum.We voted the proposal down but the Board were so keen to effect this change that they re-presented it and threatened to resign if it was not carried - as it eventually was.

 

Allan Cowan

 

Allan, can you please clarify how the share structure at FDL prevents development which does not have the backing of the shareholders of Partick Thistle?

Edited by ScottyDFA
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Just as an example...

 

If the Main Stand and City End were sold to coincide with the fifth anniversary of the issue of FDL Preference shares, and the sale realised £1.6M for FDL, The Club would stand to receive £7762.

 

Happy to stand corrected if this is wrong.

 

£7k and no stand??

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Do shareholders receive any dividends? Did the rule change in 2011 negate any effect of the shares held by the JT?

 

Jagfox, re. dividends, are you asking about PTFC or FDL?

 

From PTFCs Annual Return from January 2014, the Jags Trust holds:

 

54,990 out of 685,067 'A' shares in PTFC, and

 

1,000,000 out of 8,897,250 'B' shares in PTFC.

Edited by ScottyDFA
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This return will be enhanced at the discretion of the shareholders where the return of capital occurs later than 5 years from date of issue.

 

Brilliant work, ScottyDFA. Really interesting reading. Could you elaborate on the above passage? Could 'enhanced' be interpreted as an increase in the % p.a. return on the initial investment?

Edited by Stewarty
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Brilliant work, ScottyDFA. Really interesting reading. Could you elaborate on the above passage? Could 'enhanced' be interpreted as an increase in the % p.a. return on the initial investment?

 

As far as I can tell, it means they can set their return on investment to any level they want after 5 years.

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£255,260.

 

It pays to be Thistle-minded...

 

Sorry I have no idea how you come to that conclusion .... There is NO way currently for anyone to get back ANY money from this scheme unless an individual is going to pay someone for their share which isn't going to happen ..., offer £100k for the £200k and it will be taken .... Oh yeah one day it will be an Asda and the site worth £25m which is thd conspiracy theory which ignores thd voting structure, the planning lack of approval and commercial reality .... Still a crap investment

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Scotty, when you say, 'Preference' shareholders are guaranteed a 27.63% return'. Does that not mean they are guaranteed to get 27.63% of their investment back and not 27.63% over and above their investment? This isn't really my sort of thing but that's how I read it.

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Sorry I have no idea how you come to that conclusion .... There is NO way currently for anyone to get back ANY money from this scheme unless an individual is going to pay someone for their share which isn't going to happen ..., offer £100k for the £200k and it will be taken .... Oh yeah one day it will be an Asda and the site worth £25m which is thd conspiracy theory which ignores thd voting structure, the planning lack of approval and commercial reality .... Still a crap investment

 

Hello Javeajag. Can you please offer more insight on i) the voting structure, ii) the situation re. planning approval, and iii) commercial reality.

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Scotty, when you say, 'Preference' shareholders are guaranteed a 27.63% return'. Does that not mean they are guaranteed to get 27.63% of their investment back and not 27.63% over and above their investment? This isn't really my sort of thing but that's how I read it.

 

No, 27.63% over and above the initial investment.

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Hello Javeajag. Can you please offer more insight on i) the voting structure, ii) the situation re. planning approval, and iii) commercial reality.

 

Correct me if I'm wrong but in order to make money from this investment something has to happen....eg build a development at the north stand, sell the land or part if the stadium and unless that happens there is no return?

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I agree with stolenscone - I think we should aim to fundraise / collect donations with the purpose of buying the land back. Once this was agreed / started we could discuss with the people behind FDL what amount would be required to purchase their 50% stake. That becomes the first target.

 

I'd then go further, and raise funds to build a small (1,500-2,000 capacity) covered safe standing stand. Once this was build whatever land was left could be sold off for whatever. Or, if not saleable, could be landscaped into a nice walkway up the South Drive.

 

This would all be "donation" but people can get things back for it. A hockey club that I know some guys at recently raised funds for building a new pitch (about £300k) which took a few years but they're creating a commemorative plaque of the pitch, with names inscribed in the area that each person technically paid for. The entire back of the stand could be covered in bricks of different sizes, showing how much people paid for it. It could be sponsored, again raising some money for its construction. This would also be a unique fan venture - fans fundraising to finish their stadium - and would doubtless get some good press and some ad hoc donations from people around the world. And who's to say that, when they see the effort the common fans are putting into this, some richer fans around the world won't see value in putting their hands in their pockets.

 

I think it would work. It would be hard and would take time, but would work. The question is, are enough people willing to put the effort in to get this off the ground?

Edited by Mediocre Pundit
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Correct me if I'm wrong but in order to make money from this investment something has to happen....eg build a development at the north stand, sell the land or part if the stadium and unless that happens there is no return?

 

I'm sure you meant south rather than north, but yes you're right. Do you mean like this?

 

http://fgburnett.co....w/firhill-road/

 

.

Edited by ScottyDFA
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It'll be tragic to see anything other than a stand or terracing there.

 

These plans would see a 288 person stand (hospitality, directors etc., I'd imagine) built in front of new dressing rooms, offices, Boardroom and the likes. A large commercial area and four blocks of flats would comprise the Firhill Road end of the complex.

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These plans would see a 288 person stand (hospitality, directors etc., I'd imagine) built in front of new dressing rooms, offices, Boardroom and the likes. A large commercial area and four blocks of flats would comprise the Firhill Road end of the complex.

288 seats? How ridiculous would that look!

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