1. What is the Foundation of Hearts?
The Foundation of Hearts (FoH) is a not-for-profit organisation established as a company limited by guarantee. It was created by a group of Hearts fans. Its members have a shared and passionate vision for the future which is based on bringing ownership of Heart of Midlothian (HoMplc) back to the people who are truly passionate about this wonderful club – the fans. FoH has been assisted by Supporters Direct (SD) in developing the model of fans ownership (www.supporters-direct.org).
2. What are the FoH’s objectives?
The primary aim of FoH is to purchase a majority shareholding in HOMplc and thereafter to ensure a stable financial future where all funds generated by the club, FoH and the fans are reinvested in the football club. For more details, see the draft governance documents on the FoH website.
3. Who are the current FoH directors?
FoH was created by a small number of local business people who saw a new and very different way forward for the club, based on fan ownership. The current directors are a mixture of supporter group representatives, politicians and business people, who have given their time, energy and resources for free to bring this initiative together. They are:
Ian Murray MP – Independent Chair
Bill Alves – representing Heart of Midlothian Shareholders Association (HMSA)
Jane Lewis – representing Heart of Midlothian Supporters Trust (HoMST)
Dougie Masterton – representing Save Our Hearts (SOH)
Calum Robertson – representing Hearts Youth Development Committee (HYDC)
Henry Snedden – representing Federation of Hearts Supporter Clubs (FoHSC)
In addition to the existing board of directors, the Foundation has for some time been operating several working groups, consisting of lawyers, financiers, accountants, business (including football), IT and marketing specialists, which has brought together a wide range of skills and experience. Like the directors, the members of the working groups share a passion for Hearts and every single member has provided his or her expertise at absolutely no cost.
It is the intention to hold an AGM within three months of a Creditors Voluntary Agreement (CVA) being agreed to acquire the football club on behalf of FoH from the majority shareholders. At that point, a democratic election will take place and a new board will be appointed from within the extended FoH membership. With this in mind, all of the existing directors have submitted resignation letters to the chairman, which will take effect at the AGM. There is no need to worry about a mass exodus because some of the current board are planning to stand for election to ensure that a smooth transition takes place. It will, of course, be for the membership to decide who is elected.
4. Who will own Hearts should the Foundation purchase the club?
The Foundation’s aim is to become the majority shareholder in HoMplc. Its core strategy entails creating a membership structure, which will mean that Hearts supporters – through becoming members of the Foundation – will have individual ownership of the club in a one member, one vote system.
The Foundation will ensure that the club runs transparently and ethically, in the tradition of Hearts, and will deliver efficient financial management to build a solid long-term future.
5. What’s in it for fans and what influence will they have?
All members of the Foundation will have a chance to be elected to the FoH board and serve for three years. This will give Hearts fans a very serious and responsible influence over events surrounding the running of the club.
6. How is the bid being funded?
Edinburgh business is providing the up-front capital, through BIDCO, a special purpose vehicle. BIDCO will enter into a binding contract with FANCO, a special purpose vehicle representing FoH, to sell the club in a controlled manner. It’s a win-win situation, which keeps the club, stadium, and business together.
7. What about the existing Hearts shareholders?
If you are an existing Hearts shareholder your rights are unaffected. There is no legal requirement or intention for FoH to make an offer to buy all of the shares in the company.
8. How is FoH funded?
Your support is required to enable FoH to achieve its objectives. The financial income of FoH will be based on regular monthly contributions (ie pledges) from its members.
FoH started drawing down the first pledges, primarily via a direct debit system provided by GoCardless, on 2 September 2013. Regular financial contributions will be in the form of a direct debit that will be collected on the same day of every calendar month. Other payment methods are available. For further details, see: www.foundationofhearts.org/now-is-the-time-to-make-history/.
The monthly payments to FoH will continue for as long as you wish to remain a member.
The funds will be used for:
- The financing of the purchase of the majority shareholding in HoMplc; and
- Other legitimate purposes/projects, subject to board and membership approval, which will assist in ensuring the financial stability and/or the betterment of HoMplc.
9. Are my money and personal details safe?
Yes, your data and your money will be completely safe and secure. The funds will be held in a dedicated business account with the Clydesdale Bank and be ring fenced. Payments will also be subject to a Direct Debit Guarantee, offering you complete peace of mind. The FoH bank account will be controlled solely by responsible individuals, nominated by the board of FoH. Control and audit mechanisms are in place and will be presented to the members on an annual basis for agreement at an AGM/EGM.
10. How will the bid to buy Heart of Midlothian plc be funded?
The bid involves two UK companies entering into a legally binding partnership, BIDCO and FANCO, which are Special Purpose Vehicles (SPV) set up for the specific purpose of acquiring the majority shareholding in Heart of Midlothian plc (HoMplc) from the Administrators of the two Lithuanian companies, Ukio Bank and UBIG.
- The bid was submitted to Hearts’ administrators, BDO, by the Foundation of Hearts’ bid team under the company title BIDCO.
- BIDCO is backed by Edinburgh business, who will provide the majority of the capital required for the proposed Creditors Voluntary Agreement (CVA).
- This binding partnership between BIDCO and FANCO will deliver ultimate fan ownership over an agreed period of time. Doing so allows the club’s finances to be stabilised, and for there to be an orderly and calm transition to supporter ownership, via FoH.
- BIDCO’s sole purpose is to deliver fan ownership and will therefore not seek to make any personal gain on its binding agreement with FANCO.
- The FoH membership scheme provides the basis for FANCO to repay the capital sums invested by BIDCO. This is the reason why it is vitally important that Hearts fans sign up and continue to make their monthly payments to FoH.
- Individual HoMplc shareholders will remain unaffected by these transactions.
The FoH-backed bid has been awarded preferred bidder status by BDO and a period of comprehensive due diligence and further negotiations is now fully under way. It is important to note that the deal to buy the football club is far from complete and that it is likely to take several months to achieve.
More detail will be released as soon as this is possible.
11. I bought shares in the football club last year. When will I be issued with my certificate?
This is really a matter for the current management/administrators at HoMplc to answer. They have issued the following general statement:
“If you purchased shares at the recent club share issue (October to December 2012) then your shares are valid and you are a shareholder of the club. The challenge has been for the club to secure funding to print the share certificates in the format required due to the legal nature of the document. The club is currently prioritising how money is being spent in conjunction with administrators BDO and as you would expect, money is being channelled to only essential expenditure at this stage in order to give the club the best chance of survival. The club does, however, intend to commission the production of the certificates in the future and an announcement will be made once funds are in place for this process to start.”
a. I have already pledged but I want to increase the amount. How can I do this?
Go into your GoCardless account and cancel your original pledge plan. Then re-enter through the pledge page at: www.foundationofhearts.org
b. How can I cancel my existing direct debit?
Go into your GoCardless account and cancel your payment plan.
c. I live overseas and can’t use the online payment system. How can I pledge?
Visit www.foundationofhearts.org pledge page and use the PayPal pledge buttons.
d. Why haven’t I received an acknowledgement for my pledge?
Visit your GoCardless account and check that your email details have been entered correctly. Alternatively check your junk/spam mail folder. If you are still having problems, please do not hesitate to contact us at: firstname.lastname@example.org.
e. Can I make a one-off lump sum payment instead of, or in addition to, paying a monthly direct debit?
Yes, following overwhelming demand a facility has now been introduced for one-off payments to be made to FoH. Please go to: www.foundationofhearts.org/now-is-the-time-to-make-history/ and click the “Top Up” button to make a payment.
f. How can I access my GoCardless Account?
You can access your GoCardless account by logging in at http://gocardless.com/users/sign_in, using the email address and password you provided when you first set up your pledge. If you’re not sure of your email, you can check back through your inbox for any payment notifications you have received.
Once you’re logged into your account, you can view all your payments, manage them (including making cancellations) and update your details.
To see all the payments you’ve made, stay in the ‘Payments’ tab where you’ll start. Here, you can see a list of all the money we’ve collected from you, and whether it was successful or not. Click on a payment in the list to see more details, including a timeline which will show when it will leave your bank account, and when Foundation of Hearts will receive the money.
g. I have forgotten my password. How can I access my GoCardless account?
If you can’t remember your password, just click the ‘Forgotten your password?’ button and we’ll email it to you right away.
h. How can I cancel my Direct Debit?
If at any time you want to cancel your pledge, click through to the ‘Authorisations’ tab, click on the list, click the cog in the top right hand corner of the screen and then click ‘Cancel payments’.
i. What do I do if I want to pay by Standing Order?
Send your name and address by post to Foundation of Hearts, 23 Melville Street, Edinburgh, EH3 7PE and a Standing Order form will be sent to you.
j. How do I change my bank details?
It is easy to change your bank details too if you’ve switched accounts. Just click ‘Customer’ in the top-right of the screen, and then ‘Settings’. Choose ‘Bank accounts’ on the left-hand side, and then add your new details. Your pledge to Foundation of Hearts will automatically be transferred to the new account.
Finally, if you have any difficulties with your payment which are not answered here, please email us at: email@example.com.