stolenscone Posted September 15, 2011 Report Share Posted September 15, 2011 Papers arrived today. Draft Arts available for inspection at the Club, or by email from Ian Maxwell. Copy of the minutes of the last meeting enclosed. Explanatory note from the Club's lawyers will be posted on the Club website shortly. ... And all before a meet the board night which takes place in advance of the new EGM. It's certainly more promising this time around. Quote Link to comment Share on other sites More sharing options...
jags365 Posted September 16, 2011 Report Share Posted September 16, 2011 Certainly it looks like they're trying to engage more this time, however it doesn't look like much has actually changed apart from the re-instatment of the requirment for the AGM - which while a start doesn't really cover longer term concerns. The Trust will also be calling a meeting of members and notice of this to follow. Quote Link to comment Share on other sites More sharing options...
Allan Heron Posted September 16, 2011 Report Share Posted September 16, 2011 Certainly it looks like they're trying to engage more this time, however it doesn't look like much has actually changed apart from the re-instatment of the requirment for the AGM - which while a start doesn't really cover longer term concerns. The Trust will also be calling a meeting of members and notice of this to follow. As I understand things there are general provisions within the Companies Act which provide a level of shareholder protection regardless of what might be contained with the Articles Of Association. I hope that the explanatory note will cover this in more detail. Likewise, the Trust will need to be more detailed and public in their commentary on the changes. If there's any chance of dancing with the devil(s) then you need to ensure that your dance steps are nifty enough to avoid getting trampled on. A more detailed analysis for the Trust meeting would be extremely useful. Quote Link to comment Share on other sites More sharing options...
honved Posted September 16, 2011 Report Share Posted September 16, 2011 From my perspective as a Trust member, I'd be inclined to side with the current board despite the fact that they shafted the Trust over the board position last year. I don't see the point in aligning with previous directors who have no leverage and no money to invest regardless of whether there are concerns about shareholder consultation. It's about keeping going, not standing still, looking over our shoulders. Quote Link to comment Share on other sites More sharing options...
stolenscone Posted September 16, 2011 Author Report Share Posted September 16, 2011 Certainly it looks like they're trying to engage more this time, however it doesn't look like much has actually changed apart from the re-instatment of the requirment for the AGM - which while a start doesn't really cover longer term concerns. I'll reserve judgement on this until I see the explanatory note that the Club's lawyers have prepared. As mentioned on another thread last week, "context" is very important. Quote Link to comment Share on other sites More sharing options...
Vom Itorium Posted September 16, 2011 Report Share Posted September 16, 2011 From my perspective as a Trust member, I'd be inclined to side with the current board despite the fact that they shafted the Trust over the board position last year. I don't see the point in aligning with previous directors who have no leverage and no money to invest regardless of whether there are concerns about shareholder consultation. It's about keeping going, not standing still, looking over our shoulders. In a nutshell. I fear that nothing will change and the same people will be sitting in the same cliques playing the same silly games come the next EGM. This is a CRUCIAL period for our club and as Honved has said this is about keeping the club alive. Quote Link to comment Share on other sites More sharing options...
Jordanhill Jag Posted September 16, 2011 Report Share Posted September 16, 2011 Certainly it looks like they're trying to engage more this time, however it doesn't look like much has actually changed apart from the re-instatment of the requirment for the AGM - which while a start doesn't really cover longer term concerns. The Trust will also be calling a meeting of members and notice of this to follow. Despite numerous people asking we still dont know what the Jags Trust "long term concerns" are there was nothing raised at the EGM by the Jags Trust beyond the time of the meeting and the AGM both of these issues have been addressed ,they also complianed about the fact they were not "consulted" but as yet we have still to see something substantitive that justifies there no vote - now factor in the fact that there had been discussions with former Directors and serious questions have to be asked as to the motives behind the no vote. Im happy to be proven wrong so in short publish your reasons based on the legal advice you recieved for voting no ,and explian why a Supporters organisation is getting into bed with other major Shareholders who they have nothing in common with and on what basis. If the Jags Trust think its a bad deal for the Supporters then they should state why and vote as they see fit ,thats not what happened so now that the backroom discussions are out in the open then it has a duty to its members to justify its decisions. Quote Link to comment Share on other sites More sharing options...
lady-isobel-barnett Posted September 16, 2011 Report Share Posted September 16, 2011 In a nutshell. I fear that nothing will change and the same people will be sitting in the same cliques playing the same silly games come the next EGM. This is a CRUCIAL period for our club and as Honved has said this is about keeping the club alive. I'd go along with that as well. Quote Link to comment Share on other sites More sharing options...
GrantB Posted September 16, 2011 Report Share Posted September 16, 2011 From my perspective as a Trust member, I'd be inclined to side with the current board despite the fact that they shafted the Trust over the board position last year. I don't see the point in aligning with previous directors who have no leverage and no money to invest regardless of whether there are concerns about shareholder consultation. It's about keeping going, not standing still, looking over our shoulders. This. Are you or any other EoS guys heading through? Quote Link to comment Share on other sites More sharing options...
jaf Posted September 16, 2011 Report Share Posted September 16, 2011 Certainly it looks like they're trying to engage more this time, however it doesn't look like much has actually changed apart from the re-instatment of the requirment for the AGM - which while a start doesn't really cover longer term concerns. The Trust will also be calling a meeting of members and notice of this to follow. There are opinions and there are facts. I hope the Trust will rely on the facts of Comapnies Act rather than scaremongering of fanciful out of context hypotheticals. I hope any professional advice they take considers context and consequences. I also hope this promised note from the club explains this too. The Board made a mistake not engaging last time round. The reasons they didnt I suspect is that they assumed any reasonably well informed person would realise the inbuilt protections that exist in Comapnies Act and therefore have little problem with this. The club seem to have recognised the mistake they made in not engaging, and are making greater efforts this time round. I hope the Trust Board will be big enough to admit also if they have got it wrong regarding these 'longer term concerns' whatever they might be. Quote Link to comment Share on other sites More sharing options...
Steven H Posted September 16, 2011 Report Share Posted September 16, 2011 There are opinions and there are facts. I hope the Trust will rely on the facts of Comapnies Act rather than scaremongering of fanciful out of context hypotheticals. I hope any professional advice they take considers context and consequences. I also hope this promised note from the club explains this too. The Board made a mistake not engaging last time round. The reasons they didnt I suspect is that they assumed any reasonably well informed person would realise the inbuilt protections that exist in Comapnies Act and therefore have little problem with this. The club seem to have recognised the mistake they made in not engaging, and are making greater efforts this time round. I hope the Trust Board will be big enough to admit also if they have got it wrong regarding these 'longer term concerns' whatever they might be. Therein lies the problem for me. I'm assuming those inbuilt protections also exist for the property company, so what happens if/when a decision has to be made that can't please both parties. Firstly would DB and BA be involved in that decision (as major stakeholders in propco I expect so)? Secondly, if going one way will be detrimental to propco but going the other way will be detrimental to PTFC...who gets the protection from the Companies Act? Either way, those protections won't be available for both Companies and the suspicion in my mind is that a decision to the detriment of PTFC would be the lesser of 2 evils in the minds of propco investors. Is that the same 'longer term concerns' as the Jags Trust? Not sure but would like to know before the next vote. Quote Link to comment Share on other sites More sharing options...
ayrshire jag Posted September 16, 2011 Report Share Posted September 16, 2011 Therein lies the problem for me. I'm assuming those inbuilt protections also exist for the property company, so what happens if/when a decision has to be made that can't please both parties. Firstly would DB and BA be involved in that decision (as major stakeholders in propco I expect so)? Secondly, if going one way will be detrimental to propco but going the other way will be detrimental to PTFC...who gets the protection from the Companies Act? Either way, those protections won't be available for both Companies and the suspicion in my mind is that a decision to the detriment of PTFC would be the lesser of 2 evils in the minds of propco investors. Is that the same 'longer term concerns' as the Jags Trust? Not sure but would like to know before the next vote. Quote Link to comment Share on other sites More sharing options...
ayrshire jag Posted September 16, 2011 Report Share Posted September 16, 2011 Unfortunately I will be in London on business next Thursday and will not make meet the board event. The main crux of the matter as I see it is as follows (I have no knowledge of the current sums involved)but let's assume for the sake of debate that the Bank are no longer owed any funds ,or as is more likely, a much reduced debt.The bank will still hold a standard security over Firhill in respect of its debt as well as a Floating Charge and these securities will remain in place until the bank is repaid in full. The day could be fast approaching when the club is indebted for a serious sum to another party (a non bank) and that party could take over the security that is/was held by the bank. Whilst the bank would have agreed terms for repayment of their debt over an acceptable timescale who knows what terms a non bank secured creditor would insist for repayment of its debt. The non bank organisation will have its own responsibilities to its board and its shareholders and let's assume that the non bank company hit dificult trading conditions and needed its debt repaid where would that leave Thistle. Would an imediate demand be issued for the repayment of the debt, and if Thistle can't pay, then it could be game over for the football club as its main asset is sold or taken over to satisfy the debt due. I don't think it is likely that any guarantee can be given by the present board that the above could not happen. My reading of the situation is that there is a general lack of trust between all the various shareholding groups, ie the Jags Trust, the ex director shareholders and the current board. The one thing that unites the fans and the Trust is the desired continuance of the football club, however whilst that grouping are funding part of the business at Firhill from season tickets and other match day activities the lions shae is coming from the SRU money for Glasgow Warriors and funds and services being introduced by the present board members or there businesses. Unfortunately our crowds have decreased and that is the general position for nearly all of Scottish football due to the present economic climate. Hopefully if the team produce a good run then bigger crowds will ensue. We can't afford to lose the financial input of the present board members as we can not honestly see any other white knights on the horizon. The way forward has to be a compromise that keeps all the parties together but that returns me to my original synopsis what guarantee can the board give to ensure the ongoing continuance of the football club. What is needed at the forthcoming meet the board event is transparency by all parties and some calm, it is in no ones interest to have the event turn into a rabble. I will watch with interest from London the outcome of Thursdays meeting.Fingers crossed that something positive will occur that can be taken forward to the EGM on 7 October. The alternative does not bear thinking about. John McNeill Quote Link to comment Share on other sites More sharing options...
sandy Posted September 17, 2011 Report Share Posted September 17, 2011 From my perspective as a Trust member, I'd be inclined to side with the current board despite the fact that they shafted the Trust over the board position last year. I don't see the point in aligning with previous directors who have no leverage and no money to invest regardless of whether there are concerns about shareholder consultation. It's about keeping going, not standing still, looking over our shoulders. I am happy to buy this. Quote Link to comment Share on other sites More sharing options...
1876 Posted September 17, 2011 Report Share Posted September 17, 2011 thanks john why are hughes and cowan taking such a interest again are they panicking of the thought of losing power at firhill or losing money through propco Quote Link to comment Share on other sites More sharing options...
Fawlty Towers Posted September 17, 2011 Report Share Posted September 17, 2011 http://www.ptfc.co.uk/news/2011-2012/september_2011/egm_notes Quote Link to comment Share on other sites More sharing options...
Julie Ann Posted September 20, 2011 Report Share Posted September 20, 2011 anyone else just received a rambling letter from the chairperson of the jags trust? if so, can you help by providing an explanation of what she's talking about? thanks Quote Link to comment Share on other sites More sharing options...
Junior Posted September 20, 2011 Report Share Posted September 20, 2011 Yeah got it as well , usual gibberish from the JT with some bollocks covering letter. Seems to set out some legal viewpoint without actually saying what the Trust is going to do Quote Link to comment Share on other sites More sharing options...
stolenscone Posted September 20, 2011 Author Report Share Posted September 20, 2011 I'll endeavour to offer my views, but it will take a bit of time to get something easily digestible down in writing... Quote Link to comment Share on other sites More sharing options...
Norgethistle Posted September 20, 2011 Report Share Posted September 20, 2011 Yeah got it as well , usual gibberish from the JT with some bollocks covering letter. Seems to set out some legal viewpoint without actually saying what the Trust is going to do Aye got it too even though i am no longer a member (got the election stuff too!!) makes no sense at all the "The current directors are only custodians of the club - not owners" made me chuckle, didnt these guys pay for there shares unlike one ex director that the trust has been cosying up to Quote Link to comment Share on other sites More sharing options...
Members Willjag Posted September 20, 2011 Members Report Share Posted September 20, 2011 (edited) To be fair Norge, the Director the Trust "cosied up to" asked them to vote on his behalf because he couldn't be there and he paid for his shares! Edited September 20, 2011 by Willjag Quote Link to comment Share on other sites More sharing options...
stolenscone Posted September 20, 2011 Author Report Share Posted September 20, 2011 The Trust Board raise 5 areas of concern. My take on their note is as follows: 1. Alternate Directors The new company rules would allow the Club directors to nominate someone to stand in for them as an alternate at board meetings. The appointment of an "alternate" needs to be approved by the board. The Trust seem to be saying they are concerned that one person could be appointed as an "alternate" for more than one director, meaning that person could exercise more than one vote at board meetings, using this as a veto to force through decisions that the rest of the board of directors don't agree with. To me, this is a pretty odd line to take by the Trust – the person who acts as the "alternate" would need to be nominated and appointed with the agreement of the board. So they'd need to be the turkey that voted for Christmas before the point had any validity, and even then, only if the person who they was nominated as the "alternate" proved to be some kind of monstrous genius, intent on wreacking havoc at the club. It all seems quite far fetched to me, and not the sound basis for an argument. 2. Right for 3rd party to force a share sale The new company rules would allow someone who already owns 75% of the shares in the Club to force the remaining 25% of shareholders to sell to him once he reaches that 75% ownership threshold. The Trust are opposed to this, raising concerns about a Gretna-style situation where the needs of the Club are not best served by someone who has taken full ownership of the Club. This misses the point, so far as I'm concerned. Can the Trust explain what someone with 75% of the shares (or 78%, or 86%, or 90% for that matter) can't do that someone who has 100% of the share can? If someone wanted to take control of the Club and force an asset stripping, or simply run the Club into the ground for more altruistic reasons, when what difference does it make if he owns 75% or 100% of the shares? All of the decision making and control still rests with that person. I'm a pragmatist, so my question is "what difference does it make"? 3. Director control over authorising the transfer of shares If I have read this right, the Trust are complaining about something in the new company rules which already exists in the current company rules. So, you're no worse off than you were before, but you should reject the new rules so that … … … you can be in the same position under the old rules. Rather pointless. 4. Conflict of Interest I find it a bit difficult to follow the Trust's argument here. I think that anyone who has concerns on this specific point would be better served to read the explanatory note posted on the other thread, which goes into some detail about the legal protections offered by the underlying law when it comes to director conflict issues – for example, the need to act in accordance with the best interests of the company; the "fiduciary" duty that the directors have towards the company etc. I don't see anything in the Trust's concerns here which is not dealt with in that explanatory note. As somebody posted on another thread -- "context" is very important. You simply can't come to an informed decision on the conflict of interest issue unless you understand it in the context of the in-built legal protections which are offered to shareholders. If those protections mean that the shareholder is adequately protected, then the issue should not be of anything other than academic concern. 5. Firhill Developments Limited If I was confused about point 4 above, I'm flummoxed by point 5. If this is intended to be a point related to director conflicts of interest, then I refer to my earlier comment, and suggest that the explanatory note is read and the in-built legal protections are understood. If this is simply about a completely different company, then what does that have to do with the point at hand – which is whether or not to support changes to the company rules of PTFC Limited. Sure, there might be concerns about the shareholding and voting rights of the property company, but that horse bolted years ago; the Trust did nothing about it; and that's got very little to do with what's being discussed now. As ever, my comments are clearly clouded by my own background and perceptions, so please don't take my word for it. Have a think, and if any particular point is unclear, please feel free to post a follow up question on this thread, go along to the Meet the Board night and ask, and/or go to the Trust night on 5th October and ask. Anyway, I hope this is of some help to someone - otherwise I've just wasted an hour of my life that I'm not getting back! Quote Link to comment Share on other sites More sharing options...
honved Posted September 20, 2011 Report Share Posted September 20, 2011 (edited) I've had a few goes at trying to understand the motivation of the holders of what I have called the "custodian" shares, (the shares that Norman Springford reportedly thought should be given to Messrs McMaster and Hughes at the time of Save the Jags to make sure that no one had a controlling majority). Since then, more shares have been issued by the company and the original group of major shareholders has expanded. Brown McMaster has left the board and is now a director of Stenhousemuir. He may have transferred his custodian shares to his children. Norman Springford appears to have no interest in PTFC at present and is at Ochilview more than Firhill. Tom Hughes is no longer a director. I don't think it's too much of a leap to conclude that the original "Springford Plan" of ensuring that control of the club would not shift, has fallen by the wayside. My view is that the lifespan of those custodian shares has come to a natural end and the logical conclusion is that the shares should be returned to the club. Instead, it looks like a substantial chunk of control lies outside our boardroom, in the hands of people who played their part, but are now footnotes in the history of the club. To me, that is more worrying than the concerns voiced by the Trust with regard to the future takeover of the club based on 75% ownership triggering a forced sale of the remaining shares. Edited to correct misapprehension about Mr McMaster and Stenhousemuir Edited September 21, 2011 by honved Quote Link to comment Share on other sites More sharing options...
jaf Posted September 20, 2011 Report Share Posted September 20, 2011 (edited) I've had a few goes at trying to understand the motivation of the holders of what I have called the "custodian" shares, (the shares that Norman Springford reportedly thought should be given to Messrs McMaster and Hughes at the time of Save the Jags to make sure that no one had a controlling majority). Since then, more shares have been issued by the company and the original group of major shareholders has expanded. Brown McMaster has left the board and is now a director of Stenhousemuir. He may have transferred his custodian shares to his children. Norman Springford appears to have no interest in PTFC at present and is at Ochilview more than Firhill. Tom Hughes is no longer a director. I don't think it's too much of a leap to conclude that the original "Springford Plan" of ensuring that control of the club would not shift, has fallen by the wayside. My view is that the lifespan of those custodian shares has come to a natural end and the logical conclusion is that the shares should be returned to the club. Instead, it looks like a substantial chunk of control lies outside our boardroom, in the hands of people who played their part, but are now footnotes in the history of the club. To me, that is more worrying than the concerns voiced by the Trust with regard to the future takeover of the club based on 75% ownership triggering a forced sale of the remaining shares. This. Stolenscone has said pretty much everything I wanted to say on the Trust note. It is confusing and confused. It almost looks like a revisionist position to justify an earlier event, and some of it looks quite pedenantic. To summarise, there are five points and in my opinion its very much a case of 'is that it,are we really to put the very future of the club at risk for pointscoring of this level?'....I take it The Trust are sharing with members from whom they got this advice? 1 is just a total non-argument IMO 1 is more theoretical than practical, and largely irrelevant 1 is a status quo position they now want changed 1 is poorly written so its hard to follow but ignores context - if you are a director and you have business interests and your advisors tell you in a clear manner - YOU MUST HAVE THESE PROTECTIONS - and another (un-named) opinion takes a contrary position without similar clarity, who would you choose to believe in given your business reputation is on the line and you need to be protected given the scale and integrity of your other business interests - its a no brainer 1 is a total stable door issue - you cannot rewrite history because you change sides - the propco TRANSACTION caused this situation...its old news....quick question - are Messrs Beattie and Allan more or less likely to f*ck the club through propco while they are directors of the club - do they really want a failed football club directorship on their CV, do they want the absolute stink the whole propco thing would cause hanging around? I think not - so the best protection the club can perhaps have is retaining Beattie and Allan on the Board!! Propco was flawed and a walking conflict from the outset, I have seen emails sent by club officials to Trust Board members at the time where if the board members concerned had joined the dots they could have seen so. They didn't. They failed to do so. Things have moved on, unless the transaction can be undone (which it can't) then this is something we have to live with I am afraid given the way the transaction was framed. If you brief a lawyer to come up with a reason to vote no, they will find one. If you scratch the surface however it all may appear a bit flimsy. Also if you brief a lawyer without giving him all the facts and the consequences and the context, the opinion is one dimensional. Never mind we will all have plenty time for theoretical debates about whether or not adequate protections exist in Companies Act once we dont have a football club to support anymore because the directors walk and withdraw all their support. Edited September 20, 2011 by jaf Quote Link to comment Share on other sites More sharing options...
Allan Heron Posted September 20, 2011 Report Share Posted September 20, 2011 I'm getting quite worried as I think I'm begining to understand these things. Frightening! Anyway, I think my response is pretty much in line with the remarks by stolenscone. Some additional thoughts/comments;- 1. Alternate Directors The new company rules would allow the Club directors to nominate someone to stand in for them as an alternate at board meetings. The appointment of an "alternate" needs to be approved by the board. The Trust seem to be saying they are concerned that one person could be appointed as an "alternate" for more than one director, meaning that person could exercise more than one vote at board meetings, using this as a veto to force through decisions that the rest of the board of directors don't agree with. To me, this is a pretty odd line to take by the Trust – the person who acts as the "alternate" would need to be nominated and appointed with the agreement of the board. So they'd need to be the turkey that voted for Christmas before the point had any validity, and even then, only if the person who they was nominated as the "alternate" proved to be some kind of monstrous genius, intent on wreacking havoc at the club. The irony about this is that the Trust had previously requested that they be able to send someone else to board meetings should their rep not be able to attend. This would now make this possible and it's now a bad thing? 2. Right for 3rd party to force a share sale The new company rules would allow someone who already owns 75% of the shares in the Club to force the remaining 25% of shareholders to sell to him once he reaches that 75% ownership threshold. The Trust are opposed to this, raising concerns about a Gretna-style situation where the needs of the Club are not best served by someone who has taken full ownership of the Club. This misses the point, so far as I'm concerned. Can the Trust explain what someone with 75% of the shares (or 78%, or 86%, or 90% for that matter) can't do that someone who has 100% of the share can? If someone wanted to take control of the Club and force an asset stripping, or simply run the Club into the ground for more altruistic reasons, when what difference does it make if he owns 75% or 100% of the shares? All of the decision making and control still rests with that person. I'm a pragmatist, so my question is "what difference does it make"? I've had concerns about this but I think the issue is less to do with the control of the person that might own the 75% of shares rather than that shareholders would not have the option to retain the shares even though there is even less value to them in terms of influence than is presently the case. An interesting point of comparision would be Morton where there is a large single shareholder but with their Trust and others holding a small minority of shares. Having said that, they seem to have a more fruitful relationship between the club and their trust than we do at present. However, if the Companies Act means that the absence of any specific provision means that the level would apply at 90% (which is how I've interpreted the situation) then it's no more than a matter of choosing a figure which may be more or less arbitary. As such, it's less of an issue in my eyes I agree with the rest of the comments. As jaf has suggested, I think the last paragraph is more an issue of what has happened rather than any great matter of principle. I'd be interested to get an answer on the shareholdings in the property company but that's hee-haw to do with the adoption of the new Articles Quote Link to comment Share on other sites More sharing options...
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