On the evening of Monday 8th August, Three Black Cats (3BC) made a statement explaining why they had rejected The Jags Foundation as the preferred recipient for the 55% shareholding in PTFC. That statement acknowledged that we were a “strong option” but said:
“The Jags Foundation’s approach was akin to negotiating a share purchase rather than accepting a gift. And, ultimately, since we agreed to restart negotiations with them, there was nothing fundamentally different put forward from the original TJF proposals that were declined by 3BC in April this year.”
This explanation justifies a specific response for two key reasons.
Objecting to a Share Purchase Agreement approach
Firstly, while our original draft Head of Terms did indeed take the form of a proposed share purchase agreement (to buy the shareholding for the symbolic sum of £18.76), that approach was swiftly discarded after 3BC rejected it at the initial meeting.
The follow-on document provided to 3BC on Friday 24th June acknowledged throughout that the shareholding would be received as a “gift” and even made explicit reference to “nil consideration”. We could not have been clearer that we understood our preferred approach was not going to happen, and from very early on in the process. This was also reflected in the revised “offer” document of Wednesday 6th July (requested on Tuesday 5th July). Our view was that if a gifting scenario is envisaged, the sort of conditions and restrictions you would expect to see in an SPA should not then be “cherry-picked”. It had to be one thing, or the other.
The document of Wednesday 6th July also, for the record, explicitly accepted that any gift of the shares would be done without any form of co-operative due diligence.
Similarity with the original TJF board’s proposals
The comment that our proposals were not fundamentally different from those of the original TJF board left us genuinely confused. The reasons given by 3BC, both publicly and directly to the original TJF board, for breaking off discussions in April had absolutely nothing to do with the substantive proposals for fan ownership (i.e. the model).
As best we can gather, they had agreed to the fundamentals of this back in October 2021 when they agreed in-principle that TJF would appoint two of the Club Board directors following the transfer of the shares by June 2022 and that, ahead of the transfer of the shares, there would be information-sharing arrangements. This is all public domain information set out in the joint statement of 25th October 2021.
3BC in fact raised four distinct concerns about the suitability and approach of the original TJF board in correspondence:
- The effectiveness of TJF’s governance (this was a reference to the lack of progress on proper Articles of Association)
- Uncertainty about those involved and whether they would pass the “fit and proper persons” test in Article 10.2 of the SFA rules
- The persistence with requests for a due diligence or financial disclosure exercise; and
- A lack of a “clear strategy” for fan ownership or “vision, excitement and anticipation” about becoming involved with the club’s future.
We specifically addressed all four concerns at the outset and in our subsequent actions.
1. Corporate Governance
We speedily drafted Articles of Association for review and comment. 3BC failed to get back to us, despite being offered a generous window of opportunity, on the solitary sticking point about developing a mechanism to ensure more fans had a say over the disposal of any TJF shareholding in PTFC. We have an EGM scheduled to adopt those Articles on Thursday 1st September.
2. The fit-and-proper persons test
We addressed the fit-and-proper persons test for our new elected board up-front and in our initial documents given to 3BC. They requested no further information on this and did not raise the issue at any point in our negotiations.
3. Due diligence or financial disclosure
As we have explained publicly and at some length, we offered a different (stripped back) type of financial disclosure exercise than our predecessors, and this was rejected outright on the evening of Friday 24th June. We unequivocally accepted this position was non-negotiable, on the next business day, and were willing to present an offer to our members without it.
4. Strategy, vision and engagement
We provided 3BC with our Vision Statement (we have published this in full) to communicate our vision for the Foundation both as the majority shareholder and as a members organisation participating in the wider Thistle community. This was a completely new document. It formed no part of the original board’s proposals, nor was it requested by 3BC. But we wanted to share it to demonstrate our vision comprehensively to them.
We also sought to address the fourth point in actions, not just in words. We are content to rest on our record of engagement and proactivity:
- High levels of engagement on the web, email and social media over the summer, including reaching out to new audiences on Instagram and LinkedIn
- Face-to-face engagement through events like our well-attended Summer BBQ and our match-day stalls in both stands
- The Thistle Pins initiative, that generated excitement in the Foundation
- Educational pieces about fan ownership and what it involves at other clubs and engagement with other Clubs’ supporters organisations
- A discounted membership to include those affected by the cost of living crisis
- A membership of over 740, which exceeds every other membership-based organisation ever to have been associated with Thistle
- Membership growth of 60% since the talks broke off in April, and 50% since we assumed office
We believe that this track record will stand scrutiny against any other group identified as a preferred recipient.