PARTICK THISTLE'S move to fan ownership has been a controversial process. Here, chairman Jacqui Low gives her side of the story to Herald and Times Sport.
In October 2021, Three Black Cats announced a timeline for the shares to be transferred to The Jags Foundation. The words ‘preferred bidder’ were never used but…
Because they weren’t. It was just that there was good progress being made. They were never chosen.
But there was a timeline for a share transfer to go through. Does that not mean that they were chosen?
There was a timeline for progress, what progress would look like, and we didn’t achieve that. I think it became clear by March of this year that we weren’t making progress. And so we had to reflect on ‘could we continue to work through this when we weren’t making progress?’. One of the things at that point was the ongoing discussions around due diligence. We had made it clear from the outset this was a gift – and gifts do not come with warranties, they don’t come with guarantees and they don’t come with an exchange of monies. And so we kept repeating that we weren’t going to do any due diligence – not because we were concerned about anything at the club, because it was a gift. At that point TJF kept going back to that and that made progress difficult. So when we got to March and we reviewed the situation… when we started out, Colin’s wishes were that after his experience of the failed attempt of the club to be sold to a third party [the attempted takeover fronted by Chien Lee], Colin felt that the best people to have guardianship of the shares were the fans. He believed that they would not sell to a third party. So we reviewed all this in March, looked at where we were with TJF and just felt we had to speed up the process. We needed to actually arrive at a point where we could hand over shares because despite comments that I wanted to hold onto them forever, that was the last thing I wanted to do. If Colin had wished for me to hold the shares then he would have gifted them to me. But he didn’t, and that was so that they could be given to fans. And he was also clear that it’s not about the club being fan-run, it’s about the fans holding the shares to protect the club. He was comfortable with the way the club was being run. All of that was out there and when we got to the announcement in April, we couldn’t progress with TJF as it was. We weren’t hitting the milestones that we wanted and we were still not really making progress. So we opened it up but out of courtesy I did include TJF because they were reconstructing themselves. Any complaint, concern or allegation that it was because I didn’t like TJF is absolutely unfounded.
I spoke to a few of the original TJF directors and the common theme was that they felt strung along and that there was no real willingness on Three Black Cats’ part to gift them the shares, that it was never going to happen. What is your response to that?
Completely untrue. I understand why they might have been hurt. These are good people, they are Partick Thistle fans and they were making their best efforts to make this work – but so were we. We had to be sure we were giving the right people the shares and we weren’t making progress. We were being distracted by a debate about due diligence when we kept saying ‘that’s not going to happen, can we move on? We want to hear about what you are going to do’. We were given 30-odd page documents about what they expected from us but we needed to know how this would work in practice if they weren’t running the club, if they were going to be guardians of the shares. We were genuine, we were trying to make progress but we couldn’t. We couldn’t.
Is it fair to say that due diligence was the main sticking point in negotiations between Three Black Cats and the original TJF board?
It was a huge sticking point because we went round in circles. Then a narrative appeared – led by one of the current TJF directors – that the place was falling down, that we wouldn’t get our safety certificate – which came out after we had been given the safety certificate. Financial black holes in last years accounts, hidden loans, debt – all of which was proven to be wrong. So there was a narrative being built around a need for due diligence over that period. There wasn’t necessarily the directors at the time doing it but there was this sudden thing about ‘we must have it or else’. When actually, every lawyer was telling them that’s not how it’s done.
I understand there is no legal obligation to allow due diligence because it is a gift.
And we were assuring them as the majority shareholders that we were gifting them something that was as was being said.
I understand. Football finance expert Kieran Maguire hosted a podcast recently discussing the fan ownership situation and the prospect of due diligence came up. He said the refusal to allow due diligence was ‘absolutely right to ring alarm bells’. He said it would be ‘completely insane’ to accept a majority shareholding without performing due diligence. He said Three Black Cats’ stance was ‘not acceptable’ and called it ‘ridiculously unprofessional’.
What was not shared and what does not appear to have been said is that when we were talking to the second iteration of TJF, we told them that if we got to a point where they were going to become the recipients of the shares, before they accepted we would let them see the draft accounts for the financial year.
That’s not the same as due diligence though, is it?
It’s exactly the thing that auditors and everyone else base the viability and financial integrity of the club on. We offered that and we also offered to talk about other aspects of the club before they signed up. So we made that offer, so that was there.
So you’re saying there was an offer for some form of due diligence, just not at that time?
Yes. Before they accepted anything. But we didn’t want to get hijacked by a conversation about due diligence that was wasting so much time when there were other things that were actually more important about the club; about how relationships would work, and about how they would work with the club to engage with the fans.
I should point out that TJF – both iterations – say that whenever they asked for due diligence it was refused outright, but now you are saying it was promised further down the line. Are they mistaken?
No, it was refused outright but it was qualified when we started to talk with the second iteration – because we listened to them and heard them. We then made an offer that was actually going further than what they probably could have had. You have got to remember the first iteration of TJF had a director on the board who had nothing hidden from him [Gavin Taylor]. Nothing hidden from him. He asked every question he wanted to ask, he saw past documents, he was given the current documents and he was also seeing our forecasts. He saw under the bonnet of the club, absolutely. So the conversations around that with TJF shouldn’t have been happening. They had somebody who was in a privileged position that we then trusted to keep them up to speed with what was going on. We did not have to put a director on the club board at that point. I was advised not to but the board decided we had nothing to hide, so we went for it. We thought that would be part of a knowledge-share and then to get to know how we operated, get to know us as individuals and for them to have a direct line to us. We wanted to test how this was going to work.
When Gavin Taylor was in this duel role as a TJF director sitting on the club board, were there any conflicts of interest regarding confidentiality? Were there things that he wasn’t allowed to report to the club board or vice-versa?
Yes – things that are commercially sensitive that there may be non-disclosure agreements around. But, broadly speaking, he was able to respond to whatever it was that they were asking him and needed reassurance for.
If Gavin Taylor was the conduit between the club and TJF, and that information wasn’t relayed, is that on him then?
No, I don’t want to say that because I don’t know how they operated. I am not going to point fingers at anybody. I am not even going to point fingers at TJF. All I am saying is that as a board, as a club, even though it was going to be Three Black Cats’ decision as to who got it, we were prepared to go along with the process and to be open and transparent in the hope that would let them see. Due diligence was one thing as a paper exercise – we were offering real, practical access to what was really going on. And then we said before they took possession of the shareholding – if they were selected – we would give them that further comfort. We actually got to a point with the due diligence after a couple of months where we said ‘this can’t go on, if due diligence is your red line then so be it. If you want to walk away then walk away because there is enough there to give you all you need and more – but we are not going down the route of due diligence’. On the same basis, the very first document that they sent us was a formal offer letter for the shares. But the shares were a gift – you don’t offer us money. There was an idea of giving us a token amount of money, £18.76. They asked us to basically just forget the value of the shares and just go with that. The shares were worth a seven-figure sum, we couldn’t do that. So we didn’t understand where their commercial nous was. We were offering a gift at no cost and they were trying to turn it into a commercial transaction. So we then were thinking, the only reason for that is control. They, therefore, want to make this fan-run – when that was never on the table.
I should point out that TJF have repeatedly stated that they do not want to be fan-run.
I know that and I have heard it but their actions when we were dealing with them were about turning this into a commercial transaction. And with commercial contracts you get different types of responsibility, et cetera. So all we were trying to do was get our way through a process that would get the shares into the safe keeping of the fans, to fulfil Colin’s wishes that we wouldn’t go through a bidding situation where the shares of the club could end up anywhere. We dealt with TJF and they all have their thoughts but we invited them back for a second crack at it because I’m not going to lie, I did feel that there was potential there. But we had a couple of months on due diligence, and it ended up because we broke that deadlock and said ‘right, if you can’t do it you can’t do it’. They kept talking in commercial terms and with the whole thing being a gift… we had to labour the point. That became a real challenge because our concern became ‘do they really understand what they are being offered?’. There should have been joy involved in all of this; there should have been excitement; it should have been them talking to us about what they were going to do and how the fans would be involved; how they saw the club going forward. We had none of that. The last document that TJF gave in relation to a MoU, the bulk of it – 30-odd points of it – were about what they expected from the club. An MoU should at least have something in from the other direction of travel so that everybody is clear about what people are doing and everybody’s role. And then when I hear about ‘this isn’t fan ownership’ – that concerns me. It goes back to the thing of ‘what did they believe they were signing up for?’. The Trust now have the exact same rights and responsibilities in law that TJF would have had. They have exactly the same rights and responsibilities under the Articles that TJF would have had. None of it has been given away, nothing has been conceded, nothing has been amended, nothing will be amended. The MoU that they created, I believe, is the same kind of thing that TJF would have been looking for from us – if they hadn’t got so wrapped up in it being a commercial transaction.
When talks restarted with TJF and there were new directors, was their approach to negotiations similar to their predecessors? Had much changed?
No. And that was one of the reasons why, after a few months of it, we just couldn’t accept them. I would have loved to have seen some learning take place from the previous iteration because there were one or two people there where I thought ‘they have come on board, this could maybe get back on track’. And it didn’t. That disappointed me because it was more of the same. Rather than hearing what had been said and using that to then step forward, they didn’t. And they were in pole position to do that.
That must have been disappointing. The Working Group was endorsed by Three Black Cats at the outset of all of this, so presumably the hope was that they would get the shares.
It has all been disappointing because there have been a lot of good people involved. I know people think I must have had ill will against some of them or have my own agenda – absolutely not. But it’s £1.9million of shares and we had to get it absolutely right. It wasn’t just about Colin’s wishes getting fulfilled, which was very important to me. You make a commitment and so you do it, you deliver on that. But again, regardless of what one or two people think, I do love the club and I have concern for the people that work there, the people associated with it – everything around about it. And so we have to make sure that whatever is put in place is going to last for another 146 years, and in doing good, to ensure we don’t do damage. I have taken that as a really big responsibility so I apologise if at times I’ve got it wrong by carrying on with things longer than I should have. Maybe I’m an optimist, I don’t know. I have always wanted to take things as far as we can to see if we can get them to work. I use [current TJF chairman] Sandy Fyfe as an example. At one point in the original TJF, Sandy walked away. I was the one who phoned him up and asked him to rethink because again, regardless of what people think I think, I am a pragmatist. If people are going to do their best for the club then who am I to judge them otherwise? It should have been straightforward but it hasn’t been. Covid got in the way – lots of things have got in the way. I genuinely thought in this last stretch that we were on, when TJF came back – Three Black Cats invited them back for a reason, which was a hope that some of the good stuff could be built on but some of the other stuff could have been let go.
So you were always acting in good faith?
Yes, absolutely. No hidden agendas, no ‘I don’t like them, I don’t like them’. None of that. I’m old enough and ugly enough to have spent a career where I don’t always work with people that I would want to be my best friend or socialise with. But I know what will and won’t be good for the club and I just wanted the best for the club.
When did you first become aware of the PTFC Trust’s interest?
It was after the announcement had been made [that discussions with TJF had broken down] – I think it was the week after the announcement. There was somebody else who had expressed an interest to me – another party – and so I didn’t know very much about any of the Trust stuff. Despite what people believe to the contrary, the first time I met involved in the Trust was when I met them face-to-face when they were invited to meet Three Black Cats. I had to ask for a list of who was coming to realise that I knew two of them – and this is not just the five now, there was a bigger group of them that came to the first meeting. I was acquainted with one of them, there might have been eight or nine of them there, and I was acquainted with another one, and I was aware of another one. But I didn’t know them. I didn’t actually know them. I didn’t bring them together. I didn’t encourage them to get together, but they got together and they came and spoke to us. We felt that they were potentially credible but they were far behind the curve in terms of the time they’d had to plan and pull things together. They didn’t have access to money like TJF did but they sounded like they had a plan, so we let them carry on. And that was where it started.
For the record – TJF say the proposal adopted by the PTFC Trust originated from the club board. Do you have a response?
No – it wasn’t. It was 100 per cent not originated, encouraged, written by or inputted to by the club board. I don’t know how to make it any clearer. The one thing about myself and the club board is that we all have professional lives. A lot of us have got very long professional careers where our reputations and our integrity have to count for something. This has been a minefield. The whole thing around the separation of me from board and decision-making related to the Trust, me and the board in relation to all the TJF stuff – because they were sometimes hearing things in newspapers before they heard it from me, because of that separation. We have done this by the book because in these circumstances you always have to think ‘if anyone is going to audit it, will you be found wanting?’. So people can say what they like. My conversation with you – people are going to say I’m not telling the truth or ‘she would say that’. Well, there is one side and there is another side. People can listen to both and decide. But I am saying to you categorically – the board did not tell them what to do, write anything, whatever.
Another person involved in this process is [football agent] Stewart Macgregor.
He has never been involved in any of our discussions, apart from the original one where he was there as one of their advisers. I haven’t had anything to with Stewart since that.
Obviously you will have known him previously through his work.
Of course, he is an agent. Yeah, I have known Stewart for a while. He is one of the ones from earlier where I said I knew two of them well – it was him and Randle [Wilson]. The rest of them I didn’t know.
Let’s talk about that then. You knew Randle and you had worked with Stewart before.
I was aware of Ali. Stewart has not been involved at all since that initial meeting. I don’t know what they are doing with him but he is not party to anything Three Black Cats have done.
The reason I’m asking is that a few different points in this process, there have been people talking about things like conflict of interest. The fact that we have yourself as club chairman and one of two directors of Three Black Cats, we have got people like Randle Wilson and people who have links to the club. But you are saying that has nothing to do with anything?
I didn’t even know Randle was involved until I asked the night before who was going. I don’t remember if Randle was even at the first meeting. So, yeah. I can see why it would be lazy and easy to make assumptions but again, that is not to credit us – me – with being able to know the difference between right and wrong, to understand a conflict of interest and to have a reputation that matters to me – that I’m not going to compromise for the sake of something like this. The thing about being Three Black Cats director and chairman of Partick Thistle – absolutely. We tippy-toed through that by making sure that when the board came to discuss the Trust, I recused myself from everything. I was not party to any of that.
The final proposal?
No, not the final proposal. Three Black Cats made the decision with no reference to the board about the Trust. They don’t have to consult the board, they have to make their decision so that if there was an audit, then they made their decision. We made it quite clear to TJF, who seemed to think we had already made our decision when we told them we were going to look – because I reassured them that we were not comparing the two one against the other. We were comparing them, each of the two – and the third one was put summarily out of its misery, it didn’t get off the ground – against what it was we were seeking to achieve. There was never any danger of ‘we like them, we don’t like them’ – none of that nonsense. And so, when we arrived at a decision, we had to then tell the board because it is the board that then makes its decision on whether it believes this is appropriate for the club. So once it was handed over, I played no part in that. I didn’t even attend any of the meetings where it was discussed, nothing. And then the club board came back to Three Black Cats and told us they were content to go ahead with it and that they would then make the application to the SFA about the change in control. So that’s how the process goes.
So Three Black Cats’ role was to identify the preferred recipient and then refer it to the club board to make a decision, who then either accept or reject it?
Yes, they come back to us and say ‘we don’t like this’ or ‘can we challenge that’. Yes.
So yourself and Peter Shand decided that the PTFC Trust’s proposal was the one, referred it to the club board and as soon as those talks started, you stepped out of the room?
Completely.
Because of fears of a conflict of interest?
Absolutely. And the people who know me know that is exactly what I would have done. Exactly. So that the board could put its hand on its heart and say it had done things by the book.
I noticed there was a piece in the Times last week where an off-the-record source said that you had recused yourself but the way it was worded made it sound like you had recused yourself from the entire process.
No, no, no. That’s somebody using the legal term for doing it to avoid a conflict of interest, you just remove yourself from the process. I have been involved in other situations where I have had to do that so this wasn’t a new thing. I understood the need for that separation of entities.
Let’s talk about the Trust’s proposal. When negotiations restarted with TJF, they say they asked what was the one thing they could do to really help and apparently you said engagement. Is that true?
Yes.
What do you make of the PTFC Trust’s fan engagement?
I think that it is very early days for them. They didn’t have any lead time, they have not had a period of months or years to get their ducks in a row, they have no money and they are all fans trying to do their very best in a very new situation. And I think that they have lacked the confidence to step forward in the way that I know, from having seen their plan and heard what they’re talking about doing, that they want to do. I think that, in part, was due to wanting to wait until the SFA had pronounced [that the share transfer could go through]. Now, that’s just my opinion. I am not saying that they’ve told me that but I am looking at it as someone who has had meetings with them. And can I tell you, we have had meetings where we haven’t all agreed on everything – which I was probably pleased about. We have had courteous, genuine meetings with common purpose. Do I think they could be doing more and should be doing more? Absolutely. Can I understand why they have been a bit slow out the blocks? Yes, I can. Do I have faith and belief that they will do it better going forward? Yes. They genuinely, I think, have the potential to be very good majority shareholders and give the strong voice that they legally have through being the majority shareholders, and being able to be straight into the middle of the club and the board – but without running it. They understand the subtle difference of having the ability to hold us to account without running the entity and getting involved with the day-to-day running of the business. Does that answer your question?
Sort of. You mentioned they have had a slow start – isn’t there an argument that they should have done those things first? Why did the share transfer have to go through so quickly? Even the Trust seemed surprised by the speed of the process. What was the time constraint?
It wasn’t so much a time constraint but we seemed to get to the point with them very quickly where they knew what they wanted to do. They didn’t spend days and weeks on due diligence, they understood their purpose and were very clear about what they were there to do as majority shareholders. Given that we didn’t think there was going to be a third opportunity for TJF, we took a considered opinion – and having dismissed a third one – as to did they meet what it was we required from the successful recipient.
On that – when the Working Group was set up, it had two stated aims. The second one was ‘to engage with and involve fans in the process of making the fan ownership model’. How did the PTFC Trust meet that condition? They haven’t asked fans if this is what they want and you said that was very important. It was one of only two things that had to happen.
I believe that they have a plan to do that. It has just been very slow.
My point is that there were two conditions in order to become the preferred recipient of the shares. The PTFC Trust evidently have not met one of them.
That was the original suggestion back in 2019 and it evolved from that. We went to the first lot of people, nobody had a plan. Whereas when TJF came to us, they had more of a model. The Trust had time to think that through and they came forward with a different way of doing it from TJF. So we felt there was enough there that if they took that to fans, they wouldn’t be far off of what would be acceptable to fans – because it was really simple. It was around engagement, it was around ‘what can we do to support the club, what are the things that are important to fans?’. Now, I agree with you – I would have liked to have seen this sooner than now. But I do have faith that they will get there. As fans, they understand that. If they had money, would they have done it quicker? I think they would have. So that is something they now need to work through and get on with.
My point is that Three Black Cats had two stated ambitions for the Working Group. Are you saying that changed over time?
It was. It evolved. The core thing was the guardianship of the shares by the fans – to ensure the club could never be sold ever again. That was the bottom line for doing it because when Colin stepped in and bought the shares there was nothing else on the table. Nothing else was going to happen to the club. I think the comment that you’re making there is three years ago and that felt like at that point we were talking to people who didn’t have a model. So we were trying to encourage them, to say ‘you can’t just rock up and we will give you the shares, you need to have a plan to show us how you are going to do this’. We felt that we knew enough from the Trust to know how they were going to do it. Because the Trust had already been in existence, we knew how it had been interacting with the club previously when it was working. And it did work because they were having meetings with the board after meetings, they were raising things that the club have acted on. There are things at the stadium now that came about because the Trust raised them on behalf of fans and the club acted. So we had a bit of history there that if it was going to be a progression from that – as well as what this group of Trustees were proposing – that gave us the comfort to move forward with them. It wasn’t an entirely new entity.
Is it fair to say that you don’t think the Trust’s engagement has been up to scratch but you are satisfied it will improve in the future?
I know it will improve and get better.
I think that there is a feeling amongst some supporters that the Trust are asking for people to trust them, that they will do this or that and it will get better. But they do not have much of a track record at the moment. So as the person who essentially nominated them, how did they manage to convince you of that? Ultimately that is what they must do with the fanbase.
Because I believe they are people of integrity. In talking to them, I – and the board, ultimately – looked at what they were proposing and believe it to be doable. There is nothing in there that’s pie-in-the-sky. It was all within the parameters of being achievable with work. I am disappointed that everything has been so slow but I still believe that what is in their plan is achievable but they need to now focus on that – and let other people see what we’ve seen. I think if they do, it will reassure fans that they are bright and sparky people. And put it this way – they are not in our pocket. They are not frightened of the board. They are quite prepared to go toe-to-toe with us in a very polite way.
You don’t want a bunch of yes men. And let’s be honest – that’s the accusation that’s been bandied about.
Exactly. And can I say categorically, that is not how they have behaved with us. It is not how they behave with me. Maybe if I had some of this authority or ability or whatever, I would have been shoving them harder and saying ‘quicker!’. But the reality is this is in their hands and their control, and they are doing this carefully. We have to respect that but I believe this is going to speed up and then it’s for fans to make a judgement as to whether or not they are found wanting. And down the road there will be elections onto their board and it will be down to fans to decide the kind of Trust that they want.
One of the things that has been levied at the Trust is that they don’t have a mandate because they don’t actually know what their beneficiaries want.
TJF behaved exactly the same way. Nobody in these groups held elections until they were established, even TJF. It was only when they got to the second iteration that they had a vote. So I am not going to lay into them for being undemocratic, I am just going to suggest to them to make things happen and let people see that rather than talking about being trusted, that they are there to be trusted – and that they will listen to fans. If fans want things to be quicker, then that’s what has to happen.
Taking TJF aside for a moment…
But you can’t really apportion something to one entity that the previous entity didn’t do either.
My point is that… for instance, Rishi Sunak requires a mandate to be in 10 Downing Street. Keir Starmer doesn’t because he isn’t in 10 Downing Street. In the same way, the PTFC Trust require a mandate because they are the ones making decisions.
I’ve just said what they are going to do. They are going to have elections. As an observer, when they start this engagement and get things going – if fans don’t like that then fans have the right to say that and the Trust must listen.
My point is that things have been agreed to, such as the Memorandum of Understanding, that they agreed to on behalf of fans…
But that can change.
It can change but my point is that right now – where did they get their mandate from? You have given them one.
The same place as TJF when we talked to them last October and talked about process. They didn’t have a mandate. I am not trying to say one rules out the other but we are talking about a situation where it is new for everybody. It is an early stage for everybody and we are not going to necessarily get everything exactly right but at the moment they need to be engaging with fans and then fans need to feedback to them what they like, what they don’t like, what they want. And that board of Trustees needs to respond accordingly. And it is my belief, having seen how they are doing things, that they will do what is asked of them. They will reflect the fans and it won’t just be a group of them doing their own thing. They will do what fans ask them to do.
Can you understand why some fans are looking at it and thinking that it is just five people doing what they want?
I can but then I think that’s unfair given that it’s such an early stage. They will come into their own. I would encourage them to get out and speak to fans, to look for support from fans, to look for help from fans – because they don’t have money. I believe I am somebody – and I think the board are too, separate from me in their decision-making – we are careful people. We wouldn’t be given to doing rash things when it comes to the club. We never have. And I believe that 40 years of working and real life, various things and various people, I can see and hear when people are not genuine and when they are not telling the truth; when you’re being sold a pup. I do not believe this to be the case. I would not ever do anything to jeopardise the club.
