PTFC Trust Q&A: Trustees provide detail on Thistle's move to fan ownership

Here, two of the Trustees – Richard Beastall and Neil Drain – explain how the group came about and the process of putting together their proposal to Three Black Cats in an exclusive interview with Herald and Times Sport.

The full proposal is available here.

There are currently five Trustees. When were they appointed and who were they appointed by?

RB They were appointed last week – I think it was last Tuesday. We had to go through a set of processes. As has been well-documented, the previous Trust wasn’t doing very much. It was effectively dormant. We recognised that the Trust was a good vehicle to receive the shares in terms of bringing a significant majority shareholding together of 74 per cent. So we approached the Trust and said ‘have you had any thoughts around doing this?’. They said, ‘kind of but not really’. So we said, ‘how about we put together a proposal and take it to Three Black Cats?’. One of the key parts of that proposal was breaking all links with the club. [Members of the club board] Alan Caldwell, Andrew Byron and Gerry Britton were Trustees and we felt that wasn’t appropriate. There was a process we had to go through to remove them and appoint new Trustees because there has to be Trustees to run the Trust. Somebody had to run the Trust, somebody had to negotiate with Three Black Cats, and we decided that with our skills we were the group to do that. So it was kind of a process where they left and we were appointed by the Trust at the same time. So they appointed us and then resigned, is the honest truth. We only did that at the point that we knew Three Black Cats liked our proposal. The reason for it being done last Tuesday was that there was no point doing anything until we knew that Three Black Cats liked the proposal.

So you were in discussions with Three Black Cats before you were Trustees?

ND As individuals and as an independent group. The Trust wasn’t in negotiations.

How did this group come together?

RB The story is that I spoke to The Jags Foundation at the tail end of April, the beginning of May. I’m keen on fan ownership, I think it’s important that fans get a real say in fan ownership, which hopefully comes across in our proposal. I was concerned by the tone of some of the communications and the content between Three Black Cats and The Jags Foundation that there was a risk that that might not happen.

Is that specifically when the previous TJF board resigned and were replaced?

RB Yes. So I spoke to some friends I know in and around football and asked them what they thought, and was there the potential to perhaps do something else. One of these individuals is well-connected within football and I asked, ‘can you help me put together a team of like-minded individuals with the professional skills to take this forward?’. And so that’s what we did. Between us, we reached out to Thistle fans with the right business skills and pulled a team together. We then identified the Trust as being a good recipient, given it already had shares and given the structure was already there. Then we approached Three Black Cats and said, ‘if we were the Trust, would this work from your perspective?’.

The statement made reference to a mutual acquaintance. Is that Stewart MacGregor?

RB Yes, it is. Stuart used to be in finance recruitment and has recruited for me for many years.

Is there a potential conflict of interest there? Stewart MacGregor is a football agent and some of his clients are on the books at Partick Thistle.

RB That would be one for Stewart MacGregor to answer. I believe that he is acting as Stewart MacGregor, and not Stewart MacGregor of Ark Sports.

So the Trust have no concerns over a conflict of interest?

RB I don’t think so. Stewart MacGregor, as Stewart MacGregor, has been helping us put together some people to be Trustees. But Stewart MacGregor as director of Ark Sports has nothing to do with the Trust. They are distinct things.

ND Stewart MacGregor is not involved as a Trustee and does not have any links to shareholdings or anything like that at all – as an individual or as Ark Sport.

So his input has been purely on a consultancy basis?

RB Yes. As allowed for in the terms of the Trust.

In an interview last week, Alan Rough made reference to “the eight” but at that point there were six Trustees. Is Alan Rough speaking out of turn?

RB I wouldn’t like to comment on that. But I would say that there were not eight individuals in that room.

So at that stage the Trust was six people and six people only?

RB At that point the PTFC Trust was six people.

ND Absolutely. One hundred per cent. Six people.

Stewart MacGregor brought everyone together to facilitate the deal but has played no part in negotiations. Is that fair?

ND That’s fair, yes.

On a Facebook post from the Trust, it said that no former or current club directors influenced the final proposal to Three Black Cats. Were there any previous or current club directors that were involved in any previous proposal?

RB Not in the drafting of the wording, no.

ND No. Absolutely not.

Were you aware of Colin Weir’s wishes? The proposal meets them.

ND We put our proposal together and we do not explicitly know Colin Weir’s wishes. We put our proposal together with what we perceived Colin Weir’s wishes to be, and we were then told that was what closest matches Colin Weir’s wishes. It was the other way around. We didn’t have a list of Colin Weir’s wishes and then assembled our proposal to meet them; we put together a proposal we thought was suitable. I would suggest that Three Black Cats were the ones that said, ‘this is the one that matches Colin Weir’s wishes’. We don’t have any explicit knowledge of Colin Weir’s wishes, other than the feedback that was received.

So you submitted your proposal and Three Black Cats said that is what Colin Weir wanted?

ND That certainly was the starting point that was a close match to what Colin Weir wanted.

How have you engaged with your beneficiaries in order to represent their views?

RB We haven’t at present, other than what we have shared on social media. The focus for us has been to put together a proposal that we think delivers fan engagement and then discuss it with the fans. That’s why we had the Q&A last week: to start that process. There is a further Q&A after the Raith match and we are looking at hosting a public meeting in the Aitken Suite or the Jackie Husband in the middle of September. So we are working on dates to have a public meeting in the middle of September.

You will be looking to properly canvas your beneficiaries at that meeting?

RB Absolutely. It’s an ongoing thing. There is an email address that is open for questions and answers. Under the terms of the Trust, I believe you need to give 14 days’ notice to hold a public meeting. We felt it was only worth holding a public meeting when we had something to discuss – and that’s the proposal. Otherwise, we would be holding a public meeting saying, ‘we might have something to talk about but it’s not finalised yet’.

What would happen if the beneficiaries wanted something that was different to the proposal that has been submitted to Three Black Cats?

RB We would have to revisit the proposal that’s been submitted to Three Black Cats, I think. We would have to consider our position – not as Trustees necessarily, but in terms of our position in the negotiation. We have a clear idea of what works in this negotiation with Three Black Cats and what doesn’t, so we know where the lines are. So if it doesn’t work for the fans then we would have to think about it.

The proposal says that the Trust would like to appoint someone to the club board as soon as possible. How much influence on the club board will that individual wield?

RB The way it will work as we understand it is that they will have the same number of votes on the club board as any other director. However, as the majority shareholder, ultimately you have the ability to appoint and remove directors – more than one director, a significant proportion of directors. However, as we have said on social media and throughout discussions with Three Black Cats, we have faith in the directors at the moment. The club is second in the league, profitable, well-run and there seems to be established, decent governance. Yes, there are things that need to improve but there is enough good stuff there. I have done enough business deals in my time to know that when you do a business deal, you don’t go in and shake up the management. You sit back and see what happens, you don’t go in and change things.

ND There is no crisis. Nothing needs to be done to the club board or the running of the club tomorrow, or the day after we get the shares, or anything like that at all. There is no crisis. That doesn’t mean that things can’t change in the future – whether it is the structure of the board, whether it is the number of representatives from the Trust on the board. But that is not our decision. That will be the fans’ decision. The engagement will come hopefully going forward and ultimately it won’t be what the Trust board dictate. It will be what the beneficiaries dictate long-term to say what happens on the Partick Thistle board and the Partick Thistle team. I think the main thing is that we have time for the fans to create the club that they want. We don’t need to strip the board away and bring a bunch of new directors in immediately. There is no pressing urgency for that that needs to be done now. We are in the middle of a season and we are looking pretty good. That would only create disruption. Going forward, in the future, who knows what will happen with the performance of the club board? Therefore, everything needs to be looked at with a view to the future, rather than tomorrow or immediate change.

RB We have sought reassurances that the Trust will have the ability to influence the club board and we have had those assurances. Clearly, as we have said already, we don’t see any need to do that. It would be a bad move for the club – on the pitch and off the pitch – and it would be a bad business move to do anything right now. But we would be keeping a close eye on it on behalf of our beneficiaries and reflecting their wishes.

Have both Three Black Cats and the club committed to having at least one member of the PTFC Trust on the club board?

RB I believe they have. I think they have at this point. But that individual would need to pass the appropriate tests.

You mean the SFA’s fit and proper persons test?

RB Yes. The detail of how that will work has not been ironed out but it is something that… it is stronger than considered but it is hard to word it. It is pretty much a done deal but I don’t want to say it is a done deal.

The Trust has sought legal advice during this process. Who has been paying for that?

RB So far, we have funded ourselves. It is our own money.

ND We have not received a penny from any outside source. At all.

Will you be able to recoup this money? It must be a significant expense.

RB There are options we can look at. We would like to start raising funds in a similar way that other people do in order to run the Trust. It would be appropriate, I think, to recoup some of those costs. But right now we are doing this on faith, to be honest.

When you approached Three Black Cats with the proposal for the PTFC Trust to take on the shares, why did you do so anonymously? Why didn’t you let the fans know that this is what you were doing?

RB Three Black Cats were already in negotiations with The Jags Foundation. We had no idea whether this was going to work or not. We didn’t want to say there was another option here if we didn’t have a viable deal on the table.

ND It could have been a very short conversation. We did not have access to Colin Weir’s wishes, so the proposal we sent was one we felt was workable. But we genuinely had no idea as to whether or not it would work. We felt that on balance it felt like a reasonable document but that wasn’t a given by any stretch of the imagination.

Doesn’t it undermine the notion of fan representation if you are not even identified?

RB Our view would be that if and when the shares are transferred to the Trust, that’s when true fan representation begins. Our proposal allows for the mechanism to make that happen. For us, fan representation is critical but I don’t think you could negotiate a commercial deal – which effectively is what this is – if the fans had a say on every angle of it. It wouldn’t be appropriate to bring in fan representation to negotiate the proposal, but it would be appropriate to take that proposal to the fans once a proposal has been reached. Which is what we are doing.

Is there a timescale in place for the share transfer? When do you expect the PTFC Trust to receive the shareholding?

RB That’s to be negotiated with Three Black Cats.

ND It is not a done deal that we get the shares.

RB That’s it. We are the preferred recipient; it’s not a done deal.

Are we talking a year? Five years? Ten years? Is there a rough timescale for how long these things tend to take?

RB It could be very quick, it could take longer. It depends on so many factors that we are not in control of.

ND We do not control the speed of this. There are two parties involved in it. And also, part of this is that we all have jobs. We get a proposal, somebody reads it right away, somebody reads it at half 6, somebody reads it at half 8 – because of our work. So there is that element as well. I know that ideally in a business situation that wouldn’t be the case but we are not doing it through our businesses. We are doing it as individuals, rather than anything else. So that has been a hindrance all the way along. It has moved a wee bit faster than we anticipated, which hasn’t been helpful.

The proposal says the Trust will be a democratic, accountable and engaging institution but the proposal also says that right now it is not these things. Why should Thistle fans believe that all these changes are going to come to pass?

RB Because we have committed to doing them. We are doing this out of a genuine love of Thistle. We want to do the right thing by the fans. We felt that we as a group were the right people to bring fan ownership to supporters and we felt that this was the vehicle to do it. It is as simple as that. It is a fair observation: it says that we are democratic but we have kind of elected ourselves. But we are accountable to our beneficiaries under Trust law and charity law, so ultimately we are accountable. We just thought we were the guys to make it happen. So we said, ‘hey, let’s give it a shot’. Then we will do the best thing by the beneficiaries.

ND Ultimately, we will be held to account for our proposal if we don’t deliver what we say we’re going to deliver. We are open to all sorts of criticism – and the criticism is perfectly valid. I would agree totally that the position we are at just now, it doesn’t meet our proposals at all. But these are our aims and this is what we intend to do with the beneficiaries. We intend to expand the beneficiaries, we intend to get more fans involved. If we do that, we are almost diluting our own power. It is the opposite of somebody who wants to control. We are hoping to get one-year season ticket holders in. We are looking at mechanisms for non-season ticket holders because we all know diehard Thistle fans that for whatever reason don’t have a season ticket. That dissolves our power, rather than increase it. If we don’t deliver on those things, we should be held absolutely to account.

RB I think it’s worth stating that to get stability within the club, on the pitch and within the Trust, you need some people to start that process – and we believe we are the right people to start that process and evolve towards what the Trust should be, in terms of being democratic. I think it would be fair to say that the first board of directors on The Jags Foundation were not elected, and they had conversations with Three Black Cats when they were not elected.

Is there any possibility of The Jags Foundation and the Trust working together?

RB We want to meet with and talk to all fans’ groups. Whether that’s The Jags Foundation, the Jags Trust, supporters’ bus convenors – name your fans’ group. We want to speak to key Thistle influencers and to gauge what people are thinking. That’s what the informal Q&A was about. And for the people that won’t raise their hand and engage in a public meeting, that’s what the email address is about. It is to engage as many people as we can. We want to talk to everybody; it would be remiss of us not to talk to a group of 800 Thistle fans. But right now, our focus is on getting a proposal together that suits all of our beneficiaries, rather than the 800 specific The Jags Foundation members. I’m not clear on how many members of The Jags Foundation are our beneficiaries.

There is a fair bit of overlap. I believe it could be as much as 50 per cent.

RB If it were 50 per cent, we would be prioritising those 400 over the other 1200. So we have got to prioritise the 1600.

What have you made of the reaction of supporters? It is fair to say that a lot of them aren’t particularly pleased with the way that this has come about. How has it affected you personally?

RB There are two things there. Firstly, what is said on social media isn’t the same as what is said when you have one-to-one conversations with people. We have had a number of very positive conversations with people – both personally in our day-to-day lives and when we met the fans last week. I can only speak for myself but you have just got to ignore it. There are a lot of angry people on social media. Whether it is Partick Thistle, Donald Trump, Nicola Sturgeon – there are a lot of angry people on social media. And it tends to attract more anger. People are less likely to put their hand up and say, ‘I agree’ than ‘I disagree’. And actually, in our conversations with people, we are hearing a lot more ‘I agree’s than ‘I disagree’s.

ND Not being experienced in this, it was a shock initially. Then when you start to drill down and actually look at things, a lot of the comments are from the same people on every subject again and again and again. So there are maybe 20 loud voices. That’s not a big number of people. Some of them are influencers and some say they speak for other people but ultimately they are doing that as an individual.

Social media isn’t always the best barometer.

RB Last Friday was an eye-opener in terms of the number of people that are willing to listen and the number of people who have positive things to say. Some very clearly disagreed with what had happened, but many thought, ‘give these guys a chance, I quite like the sound of this’.

What would be your message to supporters that you are trying to get out there?

ND This is the beginning of the process of fan ownership and fans having a real influence on how the club is run. We will not deliver immediately on all these proposals that we have got on day one – but it is the start of the process. And as the process starts and evolves, it will be the fans that dictate what happens. It won’t be Three Black Cats, it won’t be the PTFC Trust board. It will be the fans that move this along. I think that would be the pledge that we would give: the longer this goes on, the less power we would have and the more power the fans would have. We would be looking to shift that to the fans. They’re the ones that pay their money every week, they’re the ones with season tickets – and most importantly, they are the ones who love the club.

When you speak to the beneficiaries in September, will they only be season ticket holders at that point?

RB We need to look into that. We need to consult those beneficiaries first. Our first priority is to our current beneficiaries and we want to involve all Thistle fans in the conversation, but our first priority is to our beneficiaries. The plan is to have a public meeting in September to share our proposal and discuss it.

Will that meeting only be open to beneficiaries or can anyone attend?

RB I think it should be open to everybody. I believe it’s important we listen to people outwith the beneficiaries but in the short term, our obligations are to our current beneficiaries.

If you are a Partick Thistle fan who is not a beneficiary but wants to be involved in this process and have your voice heard while these proposals are being drafted, how can you do that just now?

RB You can come and speak to us in the Aitken Suite at one of the informal things. Absolutely, come and speak to us. Come along to the public meeting – I would need to verify this but I don’t understand that we can’t invite other people into the public meeting.

What about people like the Nomads, who can’t meet you in person?

RB We need to work out a way for them to attend. There needs to be a Zoom link option to it.

At this stage the most important thing is that the fans are represented as best as possible?

RB That’s right. That’s why we are doing it. This is entirely about the fans and has nothing to do with us. There are no egos, we came together because we wanted to deliver fan ownership to Thistle fans. It’s as simple as that. There is nothing else behind this. As an individual I’m quite a private person and I don’t particularly enjoy being out there publicly like this, but we thought we could do something. We thought we could help deliver fan ownership to Thistle and that’s why we’re doing it.

Is there anything else you would like to mention? Any pertinent points that haven’t already been made?

RB We want to consult the fans in everything that we do. Right now our focus has been on putting together a proposal that works for Three Black Cats – because if you don’t have a proposal that works for Three Blacks Cats, you can’t deliver fan ownership to the fans. That’s been our focus, rather than social media or lots and lots of fan engagement. We wanted to get a deal. The club board have to sign off on a change of control so let’s get a deal that the club board can sign off on and when we have that, let’s talk to the fans. That’s been our guiding light all along: to get a deal that works and let’s talk to the fans.

ND I think that’s worth reiterating. If we had done it the other way around and consulted with the fans first of all, then spent all that time and energy before going to Three Black Cats, that could have ultimately been a total waste of time. And you could argue that that’s what’s happened elsewhere. None of this flies until Three Black Cats are happy and the PTFC board are happy. Then we can put it to the fans as the proposal.

Due diligence was a sticking point in negotiations between The Jags Foundation and Three Black Cats. Why do you feel that wasn’t necessary?

RB We didn’t do due diligence in the traditional sense – we didn’t have a sealed meeting room and things like that. We quizzed club directors when we met them and received some assurances. In my professional role I know how to look at a set of accounts so we have looked at the accounts. We have access to the next accounts when they are ready, prior to any transfer of shares happening. So we have done lots and lots of research on this.

ND And ultimately, the beneficiaries will have no liabilities. Once they get the shares they cannot be out of pocket. The worst-case scenario is that the shares become devalued. Some of the more forensic questions can still be answered after the shares are transferred. And the board can be held to account for its plans and financial stuff going forward as well – without any risk to the beneficiaries.

Editor’s note: Following ongoing conversations with the club, a clarification was then added from the PTFC Trust last night.

RB The key to our relationship will be full board-to-board meetings on the day of the formal board meetings. At these meetings, we will discuss the points on the club board agenda with the club, so that we can feedback to the supporters. This innovative approach allows all trustees to meet with all board members, rather than our having to rely on individuals feeding back to the trust post-meeting.

Additionally, in terms of board seats, there will be the opportunity for a trustee to sit on the club board. This individual will be elected by the trustees once additional trustees have been elected to the Trust board. As discussed they will have to pass all appropriate SFA tests before they can join the board.