OPEN LETTER TO ALL SPFL CLUBS, THE MEDIA AND SUPPORTERS OF SCOTTISH CLUBS

Apr 29, 2020

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.

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