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jagfox

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I've received a prompt response from Gerry Britton (credit where it's due there, there have been times in the past when emails to the club have been completely ignored) and I think we'll be getting a statement about the land issue (and related matters) fairly shortly. The impression I got is that they've clearly been alive to some of the renewed interest in this issue.

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2 hours ago, Woodstock Jag said:

I've received a prompt response from Gerry Britton (credit where it's due there, there have been times in the past when emails to the club have been completely ignored) and I think we'll be getting a statement about the land issue (and related matters) fairly shortly. The impression I got is that they've clearly been alive to some of the renewed interest in this issue.

Good news WJ, cheers 

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35 minutes ago, Norgethistle said:

I think enough people on here would know that when you have an objective the SMART model is very useful and, in my opinion, there was not a lot there that fitted in to that. Lots of nice words though.

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In a weird way I’m actually inclined to believe that they legitimately ****** up by not thinking through the most tax efficient way to acquire the land and stand back. I’m assuming the very long statement in parentheses was added after my email...

Reading between the lines I think that’s an admission on their part that it would have been more tax efficient for 3BC to buy the PropCo investors’ shares and then to gift those shares to Thistle, effectively making Firhill Developments Limited a wholly owned subsidiary of the club and through a set of transactions of much lower value.

Someone has then pointed out to them that by hook or by crook there is going to be Land and Buildings Transactions Tax for two distinct transfers, and 3BC/the Club have not set aside enough ancillary cash to do that and suddenly found themselves needing approval from Colin Weir’s estate by the time they’d worked back through the paperwork.

Or at least that’s the most benign “**** up not conspiracy” explanation to take from this.

Thoroughly unconvinced by the rest of the statement it must be said though at least a bit of a mea culpa that original deadlines were hopelessly unrealistic on the fan ownership front.

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The tax issue is 3BC problem 

Have they paid the club the cash from Propco to the club?

Has the club written down their assets (Their percentage of Propco) as its not on their books so financially the value of the club has dropped?

No schedule for land transfer or shares just a “ relaxed” timescale?

Did the Working group agree to Wrights wording?

 

This just stinks more and more

Edited by Norgethistle

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1 hour ago, Woodstock Jag said:

In a weird way I’m actually inclined to believe that they legitimately ****** up by not thinking through the most tax efficient way to acquire the land and stand back. I’m assuming the very long statement in parentheses was added after my email...

Reading between the lines I think that’s an admission on their part that it would have been more tax efficient for 3BC to buy the PropCo investors’ shares and then to gift those shares to Thistle, effectively making Firhill Developments Limited a wholly owned subsidiary of the club and through a set of transactions of much lower value.

Someone has then pointed out to them that by hook or by crook there is going to be Land and Buildings Transactions Tax for two distinct transfers, and 3BC/the Club have not set aside enough ancillary cash to do that and suddenly found themselves needing approval from Colin Weir’s estate by the time they’d worked back through the paperwork.

Or at least that’s the most benign “**** up not conspiracy” explanation to take from this.

Thoroughly unconvinced by the rest of the statement it must be said though at least a bit of a mea culpa that original deadlines were hopelessly unrealistic on the fan ownership front.

In that case I would expect the £900K to be have been paid to the Club-  and held In Trust until such times as the land was transferred 

It has to be one or the other - we either got the Land or the Cash - 3BC Taxation affairs are nothing to do with PTFC - if they didnt Transfer the Land - they Transfer the Funds 

Currently CW Estate could decide to take the Land against the fact he lent 3BC the Cash for Share Purchase etc - as 3BC are a debtor to CW Estate - the Land is an asset 

Therefore we cant be sitting waiting on his Estate - the Cash should be lodged by Propco with the Club until such times as any Tax Issues /Estate are resolved by 3BC 

Propco Money is not a Gift from CW its a legally Binding Contract -Club are due £900K from Propco Sale ( at point of Sale )  

   

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11 minutes ago, Jordanhill Jag said:

In that case I would expect the £900K to be have been paid to the Club-  and held In Trust until such times as the land was transferred 

It has to be one or the other - we either got the Land or the Cash - 3BC Taxation affairs are nothing to do with PTFC - if they didnt Transfer the Land - they Transfer the Funds 

Currently CW Estate could decide to take the Land against the fact he lent 3BC the Cash for Share Purchase etc - as 3BC are a debtor to CW Estate - the Land is an asset 

Therefore we cant be sitting waiting on his Estate - the Cash should be lodged by Propco with the Club until such times as any Tax Issues /Estate are resolved by 3BC 

Propco Money is not a Gift from CW its a legally Binding Contract -Club are due £900K from Propco Sale ( at point of Sale )  

   

Excuse my ignorance as this is not easy to follow without the necessary financial expertise. If the club are due £900k who exactly is this? The ex directors, 3BC, shareholders etc. Genuinely confused? 

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I’m trying to get my head around why they decided to structure this deal in such a way as LBTT was paid instead of (much lower rates of) Stamp Duty on (much lower transaction value) shares.

The way it’s been structured, there are two transactions.

Transaction One

100% of land (given by PropCo) for £2 million cash (given by 3BC).

This is categoric and confirmed. 3BC will (as far as I can see) have paid about £80-90k of Land and Buildings Transaction Tax on this transaction, which is the new ish Scottish tax that replaced Stamp Duty Land Tax.

PropCo will then decide when and how to distribute its cash assets assuming it plans to wind-up. This would likely lead to a dividend/distribution being paid, which is then liable to dividend rates of income tax by the recipients. It doesn’t look like PropCo would be due any corporation tax as the land appears to have been sold at a slight loss.

Transaction 2

100% of land (given by 3BC) either

(a) for free (in which case wow why are 3BC being so generous to the Club when they just bought £1 million’s worth of land off them)

or

(b) for about £1 million.

I don’t know what the rules are for gifted land under LBTT but I understand for (b) that would mean the Club having to pay a further £30-35k in LBTT.

By contrast, they could have structured the transaction very differently. They could have done the below:

Alternative Transaction 1(a)

Slight majority of PropCo shares (by Beattie and friends) for c £1 million cash (by 3BC).

Beattie et al then pay only capital gains tax (if even eligible) but can point to this being a slight loss-maker so none actually paid. 3BC pay about £5k in Stamp Duty for a transfer of shares (0.5% of the transaction value).

Alternative Transaction 1(b)

3BC gifts the remaining PropCo shares to PTFC Ltd, making PropCo a wholly owned subsidiary of the Club. Possibly also £5k in Stamp Duty for the shares transfer.

Or you could have simplified that transaction and simply done:

Alternative Transaction 2

3BC inject £1 million into PTFC Ltd which then buys the PropCo investors’ shares for that amount plus £5k Stamp Duty, achieving the same result.

There seems to me to be only three possible explanations why you would do the original approach rather than the alternatives (and I’m sure the accountants and tax lawyers in the support will correct me if this is wrong).

Explanation 1

Under the terms of the agreement reached between 3BC and Beattie et al, the Beattie and other PropCo investors are expecting to get significantly more than half of the proceeds from the sale (i.e. most of the £2 million rather than about or just over half of it). This would have made them liable for potentially substantial capital gains tax on the sale of shares as opposed to taxes on dividends or distributions, which may (?) have attracted more generous reliefs.

This scenario would mean Beattie and others are doing better out of the deal than the public and default information would suggest, but would also mean by extension that 3BC is being more generous to the Club assuming its then less likely to be charged (as much) in any follow-on transactions to pass the land over.

Simply put, the structure of the deal might have been dictated by the desire of PropCo’s investors to minimise their personal tax liabilities because they’re making a big profit from it all.

Explanation 2

For whatever reason, 3BC needed a bit of an insurance policy in the course of the next few months, and holding on to the ground for now was seen as important leverage for those purposes, whether over the Club, potential creditors, or even Colin Weir’s estate. The reasons for this could range from the benign to the fairly malignant, but don’t explain why such bold and categorical promises were made about when the land and stand would be given back.

Explanation 3

No one sat down and thought through the tax implications of the plan, or 3BC/the Club were otherwise poorly advised on how best to structure the deal for tax purposes.

There is of course Explanation 4, which is that I don’t actually understand how the tax arrangements work on transactions of this kind and that there is nothing untoward here at all beyond pure administrative delays and these transactions were the most cost efficient for all involved after all!

Edited by Woodstock Jag
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8 minutes ago, Big Col said:

I’ll be amazed if we’re not in the same position as we are just now this time next year.

Aye, but which league will we be propping up!!

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6 minutes ago, dl1971 said:

Excuse my ignorance as this is not easy to follow without the necessary financial expertise. If the club are due £900k who exactly is this? The ex directors, 3BC, shareholders etc. Genuinely confused? 

Club is due £900K from Propco - as they were a 50% Shareholder & Propco Land Value according to most recent Land Registry is £2MN 

The Land Transfer is a separate issue - thats 3BC 

55% Share Transfer is a Separate Issue  - thats 3BC 

Now it could be as Woodside Jag Pointed out-  that there was an agreement Club Forgoes the £900K as its getting Land Returned - However this can only happen when the Land is being transferred back - therefore until such times as this happens Club should have £900K in a Holding Account ( just in case something went pear shape with Land deal ) 

 

   

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24 minutes ago, Jordanhill Jag said:

Club is due £900K from Propco - as they were a 50% Shareholder & Propco Land Value according to most recent Land Registry is £2MN 

The Land Transfer is a separate issue - thats 3BC 

55% Share Transfer is a Separate Issue  - thats 3BC 

Now it could be as Woodside Jag Pointed out-  that there was an agreement Club Forgoes the £900K as its getting Land Returned - However this can only happen when the Land is being transferred back - therefore until such times as this happens Club should have £900K in a Holding Account ( just in case something went pear shape with Land deal ) 

 

   

They are not due 900k as you say

The investment value was carried at 900k in the accounts

One is an indicator of the other, but one does not mean the other will follow

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9 minutes ago, jaf said:

They are not due 900k as you say

The investment value was carried at 900k in the accounts

One is an indicator of the other, but one does not mean the other will follow

True - But as the Value Registered for Propco is £2Million-  and Club owned 50% of Propco then Club are owed 50% of the Sale Value ? which is circa £900K 

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12 minutes ago, Jordanhill Jag said:

True - But as the Value Registered for Propco is £2Million-  and Club owned 50% of Propco then Club are owed 50% of the Sale Value ? which is circa £900K 

My heid's puggled. So what was agreed was -  3BC would buy land from PTFC (and several other parties), give them the cash for it then give the land back?

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1 hour ago, Big Col said:

I’ll be amazed if we’re not in the same position as we are just now this time next year.

And gives Low plenty of time to settle into the Chairperson's ... chair.

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59 minutes ago, scotty said:

My heid's puggled. So what was agreed was -  3BC would buy land from PTFC (and several other parties), give them the cash for it then give the land back?

First part Correct 

Second Part Im guessing - that there would be a Write off from PTFC  regards the £900K owed to PTFC by Propco Sale  -  in Lieu of the Land return

- however that Write off can only happen if the Land is transferred-  and it all happens at the same time - so if there was a delay ( on the 3BC ) side

The £900K should be  paid  to Thistle by Propco  - held in Trust until Land is ready to be transferred - otherwise your at risk if Land Transfer falls through - for any reason outwith 3BC Control   

 

 

 

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Just as an aside, the ref who gave, then took away the penalty last night, is called David LOWE.

Coincidence or conspiracy - you decide.....

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3 hours ago, Jordanhill Jag said:

First part Correct 

Second Part Im guessing - that there would be a Write off from PTFC  regards the £900K owed to PTFC by Propco Sale  -  in Lieu of the Land return

- however that Write off can only happen if the Land is transferred-  and it all happens at the same time - so if there was a delay ( on the 3BC ) side

The £900K should be  paid  to Thistle by Propco  - held in Trust until Land is ready to be transferred - otherwise your at risk if Land Transfer falls through - for any reason outwith 3BC Control   

 

 

 

As ever here .....speculation now extending to guessing .....unless someone knows the details of the agreements we don’t know ....cue it’s a conspiracy and very bad 

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5 hours ago, Woodstock Jag said:

I’m trying to get my head around why they decided to structure this deal in such a way as LBTT was paid instead of (much lower rates of) Stamp Duty on (much lower transaction value) shares.

The way it’s been structured, there are two transactions.

Transaction One

100% of land (given by PropCo) for £2 million cash (given by 3BC).

This is categoric and confirmed. 3BC will (as far as I can see) have paid about £80-90k of Land and Buildings Transaction Tax on this transaction, which is the new ish Scottish tax that replaced Stamp Duty Land Tax.

PropCo will then decide when and how to distribute its cash assets assuming it plans to wind-up. This would likely lead to a dividend/distribution being paid, which is then liable to dividend rates of income tax by the recipients. It doesn’t look like PropCo would be due any corporation tax as the land appears to have been sold at a slight loss.

Transaction 2

100% of land (given by 3BC) either

(a) for free (in which case wow why are 3BC being so generous to the Club when they just bought £1 million’s worth of land off them)

or

(b) for about £1 million.

I don’t know what the rules are for gifted land under LBTT but I understand for (b) that would mean the Club having to pay a further £30-35k in LBTT.

By contrast, they could have structured the transaction very differently. They could have done the below:

Alternative Transaction 1(a)

Slight majority of PropCo shares (by Beattie and friends) for c £1 million cash (by 3BC).

Beattie et al then pay only capital gains tax (if even eligible) but can point to this being a slight loss-maker so none actually paid. 3BC pay about £5k in Stamp Duty for a transfer of shares (0.5% of the transaction value).

Alternative Transaction 1(b)

3BC gifts the remaining PropCo shares to PTFC Ltd, making PropCo a wholly owned subsidiary of the Club. Possibly also £5k in Stamp Duty for the shares transfer.

Or you could have simplified that transaction and simply done:

Alternative Transaction 2

3BC inject £1 million into PTFC Ltd which then buys the PropCo investors’ shares for that amount plus £5k Stamp Duty, achieving the same result.

There seems to me to be only three possible explanations why you would do the original approach rather than the alternatives (and I’m sure the accountants and tax lawyers in the support will correct me if this is wrong).

Explanation 1

Under the terms of the agreement reached between 3BC and Beattie et al, the Beattie and other PropCo investors are expecting to get significantly more than half of the proceeds from the sale (i.e. most of the £2 million rather than about or just over half of it). This would have made them liable for potentially substantial capital gains tax on the sale of shares as opposed to taxes on dividends or distributions, which may (?) have attracted more generous reliefs.

This scenario would mean Beattie and others are doing better out of the deal than the public and default information would suggest, but would also mean by extension that 3BC is being more generous to the Club assuming its then less likely to be charged (as much) in any follow-on transactions to pass the land over.

Simply put, the structure of the deal might have been dictated by the desire of PropCo’s investors to minimise their personal tax liabilities because they’re making a big profit from it all.

Explanation 2

For whatever reason, 3BC needed a bit of an insurance policy in the course of the next few months, and holding on to the ground for now was seen as important leverage for those purposes, whether over the Club, potential creditors, or even Colin Weir’s estate. The reasons for this could range from the benign to the fairly malignant, but don’t explain why such bold and categorical promises were made about when the land and stand would be given back.

Explanation 3

No one sat down and thought through the tax implications of the plan, or 3BC/the Club were otherwise poorly advised on how best to structure the deal for tax purposes.

There is of course Explanation 4, which is that I don’t actually understand how the tax arrangements work on transactions of this kind and that there is nothing untoward here at all beyond pure administrative delays and these transactions were the most cost efficient for all involved after all!

Or there is not sufficient publicly available information to clearly understand the issue which is I think what you are saying 

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