Scottish Professional Football
League Limited
Hampden Park, Glasgow G42 9DE
Registered in Scotland No 175364
Tel 0141 620 4140
Fax 0141 620 4141
Email info@spfl.co.uk
Web spfl.co.uk
Wednesday, 29 April 2020
OPEN LETTER TO ALL SPFL CLUBS, THE MEDIA AND SUPPORTERS OF SCOTTISH CLUBS
Dear all
The SPFL directors written resolution, concerning the completion of Season 2019/20, was
recently approved by over 80% of the SPFL’s 42 clubs.
As a result, we have now been able to make substantial fee payments to Ladbrokes
Championship, League 1 and League 2 clubs. This is vital money, which will help sustain clubs
through the severe financial challenges posed by the Covid-19 crisis.
You will be aware from media reports that Heart of Midlothian, Rangers and Stranraer have
submitted a request for an Emergency General Meeting of all clubs to consider a resolution
put forward by them. This request was considered by your Board of directors on Monday and
calls for an open-ended investigation to be carried out by a senior QC into a variety of matters
related to the directors written resolution.
Hearts, Rangers and Stranraer, as more than 5% of the membership, are together entitled to
call for an EGM to consider their resolution. That is their right under SPFL Articles and
Company Law. Accordingly, on Monday evening, the SPFL issued notice of an EGM, which will
be held at 11am on Tuesday 12 May by Zoom Video Conference.
Eight of the nine members of your Board of Directors believe the demand for such an open-ended, hugely time consuming and expensive investigation, carried out by a senior QC, to be wholly unnecessary, inappropriate and contrary to the interests of the Company.
You will be aware that deeply personal and damaging accusations have been made in
connection with the Dundee FC return. As a result, Karyn McCluskey and I commissioned an
independent investigation by Deloitte into the factual chronology relating to the Dundee
FC return in connection with the written resolution. There has been some ill-informed
speculation that this was a superficial exercise, and I therefore feel compelled to provide some
facts.
The Deloitte forensic team, which has significant experience in carrying out complex and
detailed investigations, was given full and unfettered access to the SPFL’s electronic systems,
notably email, telephone accounts and other records.
Deloitte undertook a thorough and detailed examination into email records, telephone logs,
text messages and other messaging tools used by the SPFL, as well as conducting fact
-finding interviews of SPFL personnel involved in the process surrounding Dundee FC’s return, and engaging with the third party that operates the SPFL email system. This was not something
we entered into lightly, but we felt it was essential, given the seriousness of the allegations
made against senior figures in the SPFL.
When the forensic investigation team at Deloitte completed its work, its report included nothing whatsoever to suggest any improper behaviour or impropriety by anyone.
As your independent, non-executive chairman, I am entirely satisfied with the rigorous
process that your Board undertook in putting the SPFL directors written resolution to
members.
It was the product of several weeks of intensive work –using the best medical,
scientific, governmental and legal advice to devise a way forward for the game in an
unprecedented set of circumstances.
Ultimately however, it is for you, the member clubs of the SPFL, to decide whether you wish
the time of our staff and Board members, and your money, to be spent on the exercise now
sought by Hearts, Rangers and Stranraer, without Rangers having made available to the
Company or to SPFL clubs any of the evidence which they claim is in their possession.
You are now being invited, by each of them, to commit the SPFL Limited to uncapped
expenditure on an investigation, without defined boundaries, into the SPFL Board and its
Executive team, as well as a range of matters related to a resolution which achieved an 80%
plus, agreed return. All at a time when we have had no detail or evidence whatsoever of what
it is the directors, appointed by you, and our senior employees are alleged to have done ‘wrong’.
If Rangers had been prepared to make available this alleged evidence, then the investigation
could have considered that material and could have directly addressed the issue(s) which are
said to be causing that club so much apparent concern.
Below, I address various accusations that have been made, regarding the SPFL, its directors
and staff and the way in which the recently approved directors written resolution was
handled.
I have set out below our responses to these accusations. I trust that it will be apparent to all
fair-minded people that the accusations are entirely without foundation.
At this hugely challenging time, distractions, scapegoating and sideshows are our enemy. We
currently have a very small executive team comprising only five senior members of staff who
are working tirelessly in the interests of Scottish football. Two of them are the subject of
unexplained calls for their suspension.
I therefore sincerely hope that I and your Board of directors can rely on your support so that
we can be allowed to focus completely on helping all clubs survive the crisis caused by Covid
19, rather than spending extensive and unproductive time and expense on rebutting unknown
allegations against directors and long-standing and hard-working members of the SPFL team.
Yours sincerely
Murdoch MacLennan
Chairman
SPFL RESPONSES TO ALLEGATIONS
Rangers say there was “bullying and coercion” towards clubs to get them to vote yes
I have been provided with no evidence whatsoever that any club has been bullied or coerced.
The SPFL Board is here to enact the will of the clubs – and since 81% of you voted in favour of
the directors written resolution; you have given a clear endorsement of the Board’s position.
The silent majority have overwhelmingly carried the day. Other people may be more vocal,
but care should be taken to consider their motives.
If Rangers or any other club genuinely believes that it has been bullied by any member of the
SPFL team, it has a duty to report that to me, as Chairman of the Board of the SPFL. I will then
investigate any such allegations fully and thoroughly.
In the absence of any such report, those alleging “bullying and coercion” risk bringing the
game into disrepute and sowing further unnecessary division.
Why couldn’t loans be paid instead?
The suggestion of issuing loans is a red herring. Loans have been made by the League to
individual Members in the past, but not for many years – and only where the Board was able to satisfy itself that making a loan was in the best interests of the League as a whole.
The last loan made by the SPL was more than seven years ago, in unique circumstances to a
single Member secured against a personal guarantee given by a wealthy supporter.
Previously, a loan had been made to Gretna (in administration), to enable it to complete its SPL fixtures at the end of a Season. The club was ultimately liquidated; the loan was never fully repaid; and all of the other clubs lost fee payments as a result. This demonstrates the fundamental problems with loans to clubs.
It is difficult to see how the making of loans to multiple clubs could have been authorised
legitimately by the Board while fulfilling simultaneously their duties as Directors to the
Company. In the current, extremely challenging circumstance with clubs facing huge financial
difficulties, lending money to potentially every senior club in the country was never a realistic
or timely solution. Each club seeking a loan would need to be subject to a due diligence
examination of its ability to repay, the viability of whatever security was being offered, and
what interest should be sought based on each club’s individual profile.
That is why the only realistic, timely way of getting money out to clubs was as fee payments,
based on clubs’ end of Season entitlements and which did not depend on future performance
or ability to repay, which is what the directors written resolution achieved.
Did the SPFL “obstruct [the Rangers] resolution” as has been claimed?
No. The SPFL Board had independent legal advice from a QC that the Rangers resolution (on
loans) was not effective, and if the Board agreed with that advice, then it should not be
circulated to clubs. Company Law requires that the Board should not circulate a members
written resolution where the Board considers that it will be “ineffective”. This is not something
about which the Board has any discretion.
Was enough information made available to clubs?
The Board had to read through literally hundreds of pages of information in the weeks before
the resolution and accompanying briefing notes were sent to clubs. It would not have been
appropriate to send this excessive information to clubs. Instead a summary document, 15
pages long, was sent to clubs, containing all key information. I am entirely satisfied that clubs
received sufficient information to enable them to make an informed decision on the directors
written resolution.
In the ordinary course of events, we would have called an Extraordinary General Meeting at
Hampden Park for all clubs to debate the resolution and vote on a show of hands. However,
with the lockdown in place, the Board did not have this option available and instead used a
directors written resolution procedure.
This allowed clubs up to 28 days to indicate their agreement with the resolution. In retrospect,
perhaps we should not have urged clubs to get their responses to us by Good Friday, but
instead have asked for responses by a date during the following week. It would clearly not
have been appropriate, in view of the urgency of the circumstances for many clubs, to have
waited the full 28 days for responses.
We should also bear in mind, that, by the time the resolution was circulated to Members, it
had been almost four weeks since the suspension of all football in Scotland. Many lower
league clubs were crying out for clarity, an end to the season and payment of fees. Had we
waited much longer, the Board judged that clubs would face a financial crisis and start to go
under.
As a result of all the above, the SPFL Board took the view that a line we needed to be drawn under
the Ladbrokes Championship, League 1 and League 2. The legal briefing note discussed the
hugely damaging consequences of attempting to ‘void’ the season and set out a range of
options for determining final league placings. The view of the Board was that ‘points per
game’ was the fairest way of ranking clubs when clubs had played different numbers of
matches.
There is always a balance to be struck between giving clubs enough detail, but not overloading
them with excessive information. I am comfortable that an appropriate balance was struck,
which gave all clubs sufficient detail to make an informed decision on the resolution.
Very few clubs have expressed the view that insufficient information was provided. There is
no mechanism in a directors written resolution procedure for there to be alternative
resolutions proposed. Members either agree with a resolution put to each of them or they do
not, and although Members were asked to state a position by 5pm on the Friday, every club
was told in writing that it could, if it wished, take the full 28 days in which to respond to agree
or otherwise.
How did the events of Good Friday unfold? What was the timeline of how the SPFL came to?
understand how clubs would be returning?
At the time of the 5pm Board meeting on Good Friday, the SPFL had received 38 returns from
clubs. One further return came in during the meeting, which meant that the following returns
had been received:
Ladbrokes Premiership: 10 in favour, 1 against (one outstanding)
Ladbrokes Championship: 7 in favour, 2 against (one outstanding)
Ladbrokes League 1 & League 2: 16 in favour, 3 against (one outstanding)
This meant that the one outstanding Ladbrokes Championship return was key to the adoption
or rejection of the resolution.
Only later that night did it transpire that Dundee FC had attempted to submit a ‘reject’ return
at 4.48pm. It was stopped in an email quarantine system operated by an IT company used by
the SPFL through the Scottish FA to run the SPFL’s email systems. It was only at 8.55pm that
day that the Dundee FC return was released from quarantine and received by Iain Blair. In the
meantime, at 6pm, the Dundee FC club secretary had sent a text to Iain Blair saying: “Iain I
understand John [Nelms] has spoken to Neil [Doncaster]. Please do not consider our vote as
cast, at the present time.”
Eventually, on 15 April, Dundee FC submitted a return in favour of the resolution.
The above events from 10 to 15 April have been confirmed by Deloitte’s independent
investigation, which found no evidence of any improper behaviour or impropriety by any
member of SPFL staff in connection with the Dundee FC return.
The legal advice we received was that Dundee FC were entitled to change their mind and to
submit a second return in favour of the resolution and that the SPFL Board should accept that
as a valid return.
Clearly, nobody knows how clubs are going to vote until they actually vote. All we could do
was present the facts and enable the clubs to make up their own minds.
It’s clear that some clubs were discussing matters amongst themselves and that is entirely
their prerogative, but where we ended up was an overwhelming vote in favour of ending the
Season immediately in the lower three Divisions, which enabled us to give the clubs the fee
payments to which they were entitled and so desperately needed. It is easy to forget that
reality when a small minority of clubs are complaining vocally and grabbing the headlines.
The Board’s decision, consistent with the QC’s advice it had received, was to proceed on the
basis of Dundee FC’s clearly expressed agreement with the resolution and the overwhelming
agreement of all three voting sections. A small minority of clubs may have wanted a different
outcome, but the Board was fully entitled, and can hardly be criticised, for accepting the view
of the overwhelming majority in favour of acceptance.
Why did the SPFL publish the vote results shortly after 5pm on the Friday when not every
club had voted.
As set out above, Iain Blair reported to the Board at its 5pm meeting the 39 votes that had
been received. It was clear to the Board at that point that the outstanding return from Dundee
FC was key to the adoption or rejection of the resolution.
Imagine the furore if we’d refused to give any update on how voting had gone. I know that
the League’s PR team received numerous calls from journalists in the minutes after 5pm,
desperate for an update on the voting. If we hadn’t published those numbers, we would have
been accused of unwarranted secrecy. We were simply being open and transparent. The only
alternative, not knowing when Dundee FC would return, would have been to tell everyone, all
42 clubs and the media included, that there would be nothing said until all 42 had returned or
the 28 days had expired. Given the urgency of the situation for some clubs and that we did
not know when the outstanding three returns would, if ever, be made, the Board judged
silence to be untenable.
At no point in the SPFL’s press releases, did the SPFL suggest it was Dundee FC who hadn’t yet
submitted a return.
There is no prohibition in the Articles of the SPFL, or in Company Law, on the Board of a
company providing information on returns made to date and the terms of such returns, during
the 28 day returns period. The Board was, after all, reporting on the returns to date on its
directors written resolution.
Dundee FC’s about-turn took everyone by surprise and the events that followed made them
king-makers. Did you or any Board members speak to John Nelms befor
e 5pm on Friday?
Did you or any Board members speak to him over the weekend or up until the moment
Dundee FC’s final return was made?
We spoke to all 42 clubs by video conference on the day the resolution was sent out.
Subsequently, many calls were made between the SPFL Chief Executive and clubs, and
between clubs themselves at all levels of the game, between Wednesday 8 April and
Wednesday 15 April, when Dundee FC finally submitted their return to adopt the resolution.
This is entirely normal practice and mirrored previous important votes that the SPFL (and SPL
before it) has held. The vote on the merger of the leagues in 2013 was such an example.
There are always robust discussions between clubs on important and controversial matters –
you’ll remember Stewart Milne of Aberdeen and Stewart Gilmour of St Mirren having a very
public falling out about one league reconstruction vote.
Did the SPFL offer Dundee anything as a sweetener to get this resolution over the line? It is
being said that reconstruction is only being discussed now because Dundee FC got the Board
to commit to it.
No, the restructuring process that is happening now is precisely the one that the Board had
committed to in the legal briefing document sent out to Members with the directors written
resolution on 8 April.
A number of clubs wanted commitments that went beyond those set out in the legal briefing
document sent to all Members. But at no stage was any additional commitment or ‘sweetener’ given to any club before it voted.
The Board were accused of presenting only one option to member clubs and suggested that
the linking of fee payments to the curtailment of the season unduly influenced the decision
making process. Do you accept that?
I accept that the resolution was the only realistic option available. It is revealing that, other
than the deeply flawed suggestion about issuing loans, no-one has come forward with any
alternative plan in the three weeks since the resolution was sent out to clubs.
The suggestion that there was a link between fee payments being made and the League
placings being finalised is correct. That is because the basis for fee payments to clubs is set
out in the SPFL’s Articles and is entirely based on League placings. To suggest that this was
the SPFL Board creating “undue influence” is therefore entirely wide of the mark. All Members
have either received or will, subject to any changes in circumstances, receive the fee payment
to which each is entitled in terms of the Articles.
The Board was acting in the best interests of Scottish football as a whole. We took detailed
legal advice, which will absolutely stand up to scrutiny, and acted consistently with that advice
on all occasions. When we as a Board receive criticism for our actions and decisions, some
consideration must be given to the motives underlying that criticism coming from specific
clubs. Although completely unfounded, this response is perhaps understandable considering
what is at stake. However, we as a Board have to act in the best interests of the Company
and the entire League, and that is what I believe we have done.
Should Board members be pursuing clubs to lobby them in favour of the resolution? Should
it not be left to the clubs to decide independently?
You would be amazed at the number of clubs who contacted Board members to seek guidance
and clarification on the situation prior to the returns being made and that’s entirely
appropriate. I see nothing wrong whatsoever with Board members seeking to persuad
e clubs to “adopt” a resolution that the vast majority of Board members consider to be in the best
interests of the League as a whole.
I know that Board members spoke with a variety of clubs and explained the facts to them.
However, it was entirely up to them to make the final decision, and personally I have no doubt
they made the correct one in the interests of the Company and League as a whole.
Partick Thistle spoke of this decision causing “significant damage to Thistle and others”. If
reconstruction doesn’t happen, what then? Because it will inevitably lead to financial
problems and job losses for relegated clubs.
We have to remember that the league is a sporting competition. Each year we have promotion
and championship wins for successful clubs, and regrettably relegation for the unsuccessful.
In these unique circumstances, where remaining fixtures simply cannot be played, a solution
needed to be found to draw a line under the season and to make final fee payments to clubs.
That is what the directors written resolution achieved.
What would have caused major damage, not only to Partick Thistle, but to clubs the length
and breadth of the country, would have been to ‘kick the can down the road’, deny the funds
to clubs that were literally on their knees and watch possibly dozens of them going to the wall.
This was an impossible situation not of our making and it is extremely disappointing to witness
clubs with a very specific agenda criticising us for acting in the best interests of the game as a
whole.
What other options did the Board look at? What other ways were explored to get cash in
the pockets of clubs now?
There were simply no other viable options. We’ve already talked about loans. It is clear, that
in the absence of any suggested alternative ways of providing money to clubs, no other
practical and realistic way exists.
Did the Board get “in too deep” here and put themselves in so much of a corner they felt
they had to stick by the resolution and try and get it through?
No, the Board took extensive legal advice from a QC and put forward a resolution that
curtailed the Ladbrokes Championship, League 1 and League 2, to get fee payments out to
clubs immediately, and allowed for a decision to be made later in respect of the Ladbrokes
Premiership.
No-one else has come up with any alternative plan.
Can you in good conscience say that this is 100% the best way for Scottish football?
We acted firmly in the best interests of all member clubs. We had many sleepless nights, many
long discussions, and endured considerable stress on how to find a solution that protected
clubs and jobs as much as possible – all of this in a period of unprecedented uncertainty over
when the industry can get back to work.
In the weeks and months to come when all this is over, I’ve no doubt that people will see we
did the right thing at the right time for the right reasons.
The Board largely consists of club representatives. Were Board members able to leave their
own situations at the door when it came to discussing how to move forward?
The SPFL Board is there to look after the best interests of the game as a whole. That’s our duty
and I firmly believe we have fulfilled it to the letter. While journalists, pundits and those who
voted to reject the resolution have the luxury of criticism without responsibility, the SPFL
Board has a duty to act.
I am firmly convinced that the SPFL Board acted in the best interests of clubs overall.
Looking back, what would you have done differently?
In relation to the Dundee FC return, there was little, if anything, that we could have done
differently. The situation was not of our making and Dundee FC are fully entitled to have a
change of heart from reject to accept.
However, with the benefit of hindsight, we probably should have given clubs a few more days
to respond to the directors written resolution. Also, in the press release issued on 15 April
following approval of the resolution, we should have expressed concern and regret to Partick
Thistle and Stranraer, who were sadly relegated by the resolution. That is one of the reasons
why Neil Doncaster spoke to Jacqui Low and Iain Dougan the following day.
In summary, and as I hope I have now explained in detail, the resolution represented the only
feasible way of drawing a line under Season 2019/20 in the lower Divisions and allowing
substantial fee payments to be made to clubs, an action underlined by its overwhelming
support from clubs in all Divisions.
