Notes from the AGM

Below you will find the notes from the PTFC 106th AGM, Tuesday 31st March 2009. Apoligies for the length of time it has taken to get this up and thanks, as ever, to those who helped out in the notation process.

The Trust Board will be meeting within the week to discuss this and the action to be taken going forward. Members views are of course welcome and will be taken into consideration before any action is carried out.


PTFC AGM NOTES

Attending: Allan Cowan(AC) as chair
Kieron Dempsey(KD), Grant Bannerman(GB), Ronnie Gilfillan(RG), David Beattie(DB), Tom Hughes(TH)

Apologies from Eddie Prentice (on holiday)

Report from AC:

Centenary fund currently brings in £62K, after prizes £40K a year. The club buys the cars from Citroen, but at a reduced price.
Breakdown of members: Gold -100
Silver - 120
Bronze - 384
Still in negotiations with the SRU re Warriors ground share.
Plans for a sponsor on the back of shirts which would bring in a five figure sum.
We recently had the 8000th child through the turnstiles in the ‘Kids For Free’ scheme. KD will be attending the Scottish Parliament in Holyrood re this in his role as part of his community remit.

Minutes of 105th AGM 20/03/08 Approved.

Directors report & Audited Accounts

TH announced a trading loss of £268K, but wants to keep us full time. The 500K option, PTF developments, fell through due to the ‘credit crunch’ while the Regency Homes claim was throw out by the Sherrif Court.
DB, seemingly the driving force behind the Propco/Opco idea to separate the stadia from the football club (260K loss) to be invested to be in by “Thistle minded people” who would get their money back at the end of the process and the football club would be a ‘major’ shareholder in this.


Start of questions on accounts:

1. Who was responsible for setting and controlling the club budgets?
The budget was previously set by the whole Board of Directors(BOD) however this year has been set by four members of the board, AC, TH, DB, EP when they were in Spain.

1.1 Would the BOD consider this to be poor financial control?
TH - Yes. The options are stay full time or play part time. The BOD want us to stay full time, trying to raise £250K from property asset, gate receipts.
DB - Property deal fell through, the Bank is due £200K

1.2 What steps of recovery have been taken?
DB - decimate the player budget. Last year Keyhaven would have helped, this is part of the thinking behind Propco/Opco.

2. Is the club currently breaking any banking covenants and have the bank given any indication of how long the monthly meetings will continue?
DB - Yes, the fact that McMaster has left the BOD was a break of one of the covenants.
AC - Not exceeding the debt, no default.

2.1 Is there a deadline for reducing the debt?
DB - the bank are looking for answers
TH - Stated that we are High risk as far as the bank are concerned, but we are operating within our facility.

2.2 What is the Future Strategy?
There is a going concern that we are currently £70K adrift.
TH - The operating overdraft could be called in “on demand”, reduce losses - the pay off for D Campbell was £150K
DB - advised there is now an order placing system which means all transactions have to be approved before they can happen.

3. Minimum share holding regarding Propco/Opco
The club haven’t decided on any figures yet for this. The council have been involved over the past 2 years, but don’t want in just now. Talks about stadium development and surrounding areas upgrade, (Council and Waterways)

4. Net asset was valued at £4.7M - what is it now?
TH - How long is a piece of string. Valued at £6.6M last year as a going concern, the break up of which couldn’t give a true value.
BD - Not officially valued again.
TH - Figure of debt is £1.65M (£1.1M loans and £500K overdraft facility)

5. Does the Propco have a name and who are the investors?
DB - currently called Newco, but this is just a working name. DB also stated it would be “unfair” to name names at this point. But they are ‘Thistle minded people’ with NO exit strategy just now.

5.1 What information will be given to the public?
None. This would involve getting a prospectus out which would be too costly to make it worthwhile.

5.2 Have any of the directors intimated that they will invest in this?
DB - Yes, he is the driving force behind the idea.
TH - yes, but only a small amount - circa £20-30K
No other directors answered this question.
The club is looking to have a ‘major’ share holding in this though what level is dependant on how much investment there is from outside.

5.3 Preservation of footballs side of investment in Newco?
Will not be known till it’s known.
TH - Hugh risk but a Manchester Asset Management company have shown continuing interest.
Also a small amount of personal investment.

5.4 How will assets/liabilities be apportioned after the Propco/Opco split?
This is not clear at the moment though the intention is to clear the debt.

5.5 Will the BOD call an EGM to discuss the Propco/Opco with shareholders?
The BOD announced that they didn’t think it was necessary to have an EGM. They did state that they would attempt to work with the Jags Trust and keep them in the loop.

5.6 Is there an exit strategy for investors?
DB - None at present. Hopes to develop the City End in a few years and use profits from this.
TH - CAN’T get their money out. There is also an open invitation to anyone including the Trust.

5.7 What would happen if investors sold the stadium from under the club?
AC - Would look to secure a long term lease (100 years) to play football as in the Dundee model. Also stated that they had talked about this with McMaster 9 years ago.


Accounts agreed


Re-election of BOD
Question - Clarification re re-election of current Chief Exec, EP.
Poll Voting Form circulated to share holders prior to meeting with Directors named does not include EP.
AC “Not using form circulated”
Query competency of motion?
TH – Error. E Prentice (who was not present) was standing for re-election

Re-election agreed


Question on Brown McMaster’s shares -Breach of SFL Rules?
The BOD said that they were confident no rules had been broken during his transfer to Stenhousemuir Football Club Board of Directors as he transferred his shares to family members.

Question: Does McMaster retain any influence on the PTFC BOD?
The board stated the BM has no influence at PTFC.

Question: Is the BM shareholding significant?
His share was 1M shares, equating to about 10%

Auditors re-elected

Open Question and Answer Session

Q.1 - The Board & 40 share holders were shown a copy of the Amsterdam METRO paper.
The speaker showed “Football Cult Tours” – Firhill and asked if anyone was aware of this or were we actively participating in it?
No was the answer.

Q.2 - Are the Board against going part-time for a period of time (5yrs?) then return to full-time?
AC - threat of relegation; loss of income & support
TH - Did it with T Bryce needed J Lambie to rescue

Q.3 – Explain the comment in the letter from AC regarding share deal “For legal reasons there will be no invitation to the public”.
What legal reasons?
Cost of smallest share investment?
How many shareholders does Partick Thistle have? 3 responses about stadia/club &/or shares out of how many?
AC – cost of developing a prospectus & excess costs
smallest share investment = £1000
TH – think Thistle has 4 or 5 hundred shareholders

Q.4 – Will there be an SPL enlargement not SPL 2?
Costs - Consideration been given to Managers pay off? Or put on gardening leave?
Income – Greaves guaranteed annual income of more money than the club had ever made in the past running the shop themselves. Also better quality/supply of stock.

Q.5 – Shares – Obama won using “lots of little”
Suggestion – share scheme that lets fans pay in over 10 months and the shares issued at Xmas?
This suggestion was met by some in the room with applause.

AC – Minimum £1000 remains due to reasons given; increase costs for mailing (paper &/or email); fans pay into Centenary Fund; fans pay through Jags Trust
It was pointed out to the Chairperson that he and the Board missed the point – fans want to personally own part of their club.
TH - £50 shares could be a starter.
JA – "It cost Rangers Trust £60,000 to register their share scheme with the FSA”
KD – reminded all about Port Vale

Q.6 What is Plan B? If resistance to the split stadia/football club
AC – Only sell the silver once = need to cut back

Arrival of Jim Alexander was viewed as positive, improved match-day experience.
Have the disenfranchised fans been contacted?
Database? Those who used to buy season tickets/ club shops etc
Directors intimated that hadn’t really thought about asking back fans in a formal way.
Outreach – Press Officer in place Kids go Free


Q.7 Buy season ticket – seats not marked reserved!
TH – should be reserved & marked. Created our own problems now by dividing the JH seater stand into specific group areas. I.E The Shed and Kids area.

- Fund Raiser – permanent plaque on seat?

Q.8 Those in & out of contract?
- High number of players are under contract season 2009/10
- Out of contract - JR & KMcK

Q.9 Most businesses have completed or are completing budget planning for 2009/10. Potential lapsed or lost for getting extra revenue. When does Thistle do their marketing?

AC - fixture list does not come out until July making it impossible to plan for corporate match days.

DB – go up Xmas comes
TV £95,000 PT v Rangers

Try to use facilities outwith Saturday (fortnight) – weddings, funeral, auction sales, most Saturday evenings there is a function on.

Develop a restaurant? – Any suggestions possible

Observations
– No longer have season ticket because could not pay in lump sum
- No longer able to participate in Golden Thistle type events as need to pay in lump sum
- Kids for Free really positive it will continue regardless of league.

Q.10 Will the Golden Thistle be replaced?
Tried – D McParland suite but little take up (see comment under observations)

Q.11 B McMaster left the club – could/should his 1m “free” shares come back to the club?
TH – Feels that BM earned the shares due to his work at the STJ era and afterwards.
DB – Difficult to take back
AC – In trust – family members, they weren’t sold

Q.11.1What if he dies? Protect club – could be sold
AC – SFL rules if required.
- Was the SFL told or not told?

TH – There are “A” shares which could be sold in less than £1000.
** Query by MF previous Jags Trust chairperson & Board rep, Distributed “A” shares to all “B” share holders”?

Q.12 Colour of shirt for season 2009/10?
AC – Pink/grey shirt – oh my God!
DB – Most successful ever launched!!

Community Outreach – KD explained that a number of community groups were reviewing the possibility of using the facilities for their service users.
** Query re-breach of Disability Discrimination Act” = no ramp or lift access. Not only restricts groups but also anyone who wished to attend hospitality in the Alan Rough lounge and the whole Jackie Husband Stand
KD stated that the matter of the lift was also under scrutiny – costing, grants etc.

Q.13 Youth System U17 & 19?
Coach John Henry to present paper to the Board

Meeting closed.