Foundation of Hearts

Foundation of Hearts

Abbreviation	FoH
Formation	15 October 2010 (2010-10-15)
Founders	Jamie Bryant Brian Cormack Donald Ford Garry Halliday Alex Mackie
Type	Supporters' group
Registration no.	SC387126
Legal status	Private company limited by guarantee
Headquarters	Edinburgh, Scotland
Members	c. 9,000 (May 2026)
Chair	Gerry Mallon
Website	www.foundationofhearts.org

The Foundation of Hearts (FoH) is a Scottish football supporters' organisation and private company limited by guarantee which is the majority shareholder of Heart of Midlothian F.C. Incorporated on 15 October 2010, it became the club's controlling shareholder when Ann Budge's Bidco (1874) Limited transferred its stake on 30 August 2021. FoH holds 75.5 per cent of the shareholder voting rights. Its economic interest fell to 53.6 per cent when Tony Bloom bought newly issued non-voting shares in 2025.

FoH was established to pursue supporter ownership while Hearts was owned by Vladimir Romanov. It was named preferred bidder after the club entered administration in 2013, although the immediate purchase was financed by Budge through Bidco. Regular payments from supporters supplied working capital and later funded the acquisition of the shares, as well as a £3 million contribution to the redevelopment of Tynecastle Park.

Members elect the FoH board on a one-member, one-vote basis. FoH appoints two non-executive directors to the Hearts board but does not manage the club's day-to-day operations, and supporter contributions have continued since the takeover. At the time of the share transfer, media reports described Hearts as the United Kingdom's largest fan-owned football club. They did not specify whether the comparison was based on membership, attendance, turnover or another measure.

History

Formation and early proposals

Foundation of Hearts Limited was incorporated on 15 October 2010. Jamie Bryant, Brian Cormack, Garry Halliday and Alex Mackie were the first directors, and Donald Ford joined them twelve days later. All five have been described by FoH and in later press coverage as its founders. Its original articles authorised it to acquire and hold shares, barred distributions of income or property to members, and gave each member one vote.

Discussions with representatives of Romanov's ownership began privately in 2010. By November 2012 they had been under way for almost two years. The Guardian described FoH at that point as a non-profit vehicle intended to bring together the club's separate supporter organisations. The proposed model centred on recurring membership payments; supporter ownership of the Tynecastle pitch was among the other ideas considered.

On 11 November 2012, FoH approached Hearts verbally and then in writing. It offered to meet the £450,000 tax liability behind a winding-up petition if it received a debt- and liability-free club, including Romanov's majority shareholding, Tynecastle, the Hearts brand and the football rights. Hearts rejected the offer as an undervaluation and questioned whether FoH had shown how it would finance the club afterwards. FoH continued negotiations while developing a plan under which as many as 25,000 supporters would pay £10 a month.

Save Our Hearts endorsed the plan. The Federation of Hearts Supporters Clubs, Heart of Midlothian Shareholders Association and Heart of Midlothian Supporters' Trust were kept informed, with Supporters Direct Scotland helping to mediate. A further proposal followed in January 2013. FoH had about 2,400 pledgers in late 2012 and around 3,300 by mid-May 2013, when the average monthly pledge was approximately £21.

Administration and rescue

Hearts gave notice of its intention to appoint an administrator on 17 June 2013 and formally entered administration under BDO two days later, incurring a 15-point league deduction. The BBC reported debts of about £25 million, including approximately £15 million owed to Ukio Bankas and £10 million to UBIG, together with a £500,000 summer funding shortfall.

The existing supporter organisations came together under the FoH banner that June. They comprised the Federation of Hearts Supporters Clubs, Heart of Midlothian Shareholders Association, Heart of Midlothian Supporters' Trust, Hearts Youth Development Committee and Save Our Hearts, assisted by Supporters Direct Scotland. Ian Murray MP chaired the combined group. Earlier pledges were converted into direct debits as FoH prepared its bid. By July it had about 5,700 active contributors, with academic research placing the wider pledge total at around 6,000.

The 12 July deadline brought three principal bids: FoH; HMFC Limited, backed by Club 9 Sports; and Five Stars Football Limited, involving former Livingston owner Angelo Massone. BDO found the initial offers insufficient and asked for improved terms. HMFC Limited withdrew, leaving FoH and Five Stars in the process while the administrator continued to warn of possible liquidation.

FoH was selected as preferred bidder on 15 August 2013. It could now negotiate a company voluntary arrangement (CVA), although any sale still required the cooperation of the Lithuanian administrators of Ukio Bankas and UBIG. The former held security over Tynecastle and the latter controlled Romanov's shares. On 29 November, creditors conditionally backed the CVA with 87 per cent of the vote. The offer was £2.5 million against debts then reported as approaching £30 million.

Budge supplied the acquisition money through Bidco (1874) Limited, which she had incorporated in January 2014. Bidco acquired the controlling shareholding and the bank's security over Tynecastle on 9 May. An agreement signed with FoH on the same day set out a longer route to supporter ownership: Bidco would initially own and govern Hearts, while FoH provided working capital and accumulated the funds needed to acquire the shares. Hearts left administration on 11 June 2014, with Budge serving as chair and chief executive. By then, FoH had supplied almost £1 million in working capital.

Staged acquisition and redevelopment funding

During the transition, Bidco retained legal title to the shares and control of the club. FoH's first obligation under the 2014 agreement was to provide Hearts with working capital for two years. It would then purchase participation rights in Bidco's £2.4 million secured loan to Hearts and pay £100,000 for the shares. An intercreditor agreement gave Bidco's lending and securities priority over FoH's until the senior debt was discharged.

In May 2016, Budge asked FoH to pause the Bidco payments and redirect £3 million towards the redevelopment of Tynecastle, principally a new main stand. Members approved the change by 3,747 votes to 43. FoH completed its stadium contribution in May 2018 and resumed buying participation rights in the secured loan. Although Bidco still held legal title to the Hearts shares, FoH received 35 per cent of the voting rights attached to them under the amended agreement.

FoH announced in February 2020 that it had made the final repayment then required under the Bidco agreement, and the shares were due to transfer that April. The COVID-19 pandemic prompted a postponement so that FoH's income could continue to support Hearts. Cumulative supporter payments had by then passed £10 million.

FoH paid the final £100,000 equity instalment on 30 August 2021. Bidco then transferred 118,207,017 Hearts shares and legal title to its £2.4 million loan receivable; FoH waived the debt owed by Hearts the next day. Purchasing the loan rights had cost £2.4 million and the equity instalment a further £100,000, accounting for the £2.5 million paid to Bidco. The subsequent waiver removed Hearts' liability to FoH and was not another £2.4 million payment to Bidco.

News reports put the transferred shareholding at 75.1 per cent. FoH later said that the precise voting interest, calculated from the share count, was 75.5 per cent. Budge remained chair of Hearts after the handover.

At the time of the handover, approximately 8,000 supporters were contributing to FoH. Sky Sports called Hearts the UK's largest fan-owned club, while The Independent described it as Britain's largest community-owned football club. Neither report specified whether the comparison was based on membership, attendance, turnover or another measure.

Jamestown Analytics and Bloom investment

Hearts agreed in November 2024 to use Jamestown Analytics for player-data and opposition-analysis services, on an exclusive basis within Scotland. A formal offer from Brighton & Hove Albion owner Tony Bloom followed in May 2025. He proposed investing £9.86 million in Hearts for a 29 per cent economic interest.

FoH put the proposal to its members even though their approval was not legally required. Of 6,208 votes cast, 6,112 supported the investment and 96 opposed it. The reported turnout was 70 per cent and the majority in favour was 98.5 per cent.

On 24 June, Hearts allotted Bloom 63,913,644 shares from a newly created class of non-voting ordinary shares. Completion was announced the following day. The new shares gave Bloom 29 per cent of the club's economic capital but no shareholder votes. FoH's 118,207,017 shares still accounted for 75.5 per cent of voting rights, while its economic interest became 53.6 per cent.

Bloom also obtained a contractual right to nominate one Hearts director for as long as he, or a permitted transferee, holds at least 10 per cent of the issued capital. James Franks took the position. FoH retained both majority voting control and a majority economic interest.

Organisation and governance

Membership and board

FoH is a private company limited by guarantee and has no share capital. Voting power is attached to membership rather than the amount contributed: each eligible full member has one vote, while members under 16 cannot vote. Under the current articles, the board must have between three and seven directors. Elected directors normally serve until no later than the third annual general meeting after their election and may remain on the board for no more than nine years.

Those who made qualifying contributions between September 2013 and the 2021 transfer can retain affiliate membership after ending their regular payments. Affiliate members cannot serve as directors. Their votes are limited to specified fundamental matters, including changes to the club's name, badge or colours, a sale or move from Tynecastle, disposal of FoH's shareholding and changes to affiliate rights. In May 2026, The Guardian put FoH's membership at approximately 9,000.

The FoH board elects its chair. Gerry Mallon became chair in December 2022. Board elections use independently overseen postal or electronic voting where the number of candidates exceeds the available places.

Relationship with Heart of Midlothian

FoH and Hearts operate under a Working Together Agreement. FoH acts as owner and steward, the club board is responsible for strategy, and the executive team handles day-to-day management. As majority owner, FoH nominates two non-executive directors to the Hearts board, normally including the FoH chair.

The agreement gives FoH information rights and a role in reserved matters such as certain share issues, substantial borrowing, and changes affecting Tynecastle or the club's identity. Routine football and business decisions are not put to the FoH membership. Its accounts treat the Hearts shareholding as an investment rather than a subsidiary, since FoH does not direct the club's operating and financial policies.

The governance arrangements for majority ownership were developed between 2015 and 2018. In a 2017 consultation, FoH proposed requiring support from at least 90 per cent of voting members before its Hearts shares could be sold. Members approved the wider governance framework at a special general meeting in December 2018. The articles adopted in December 2024 set different thresholds according to the effect of a transaction. A disposal or dilution leaving FoH with more than 50 but less than 75 per cent of the votes requires a special resolution. If FoH would be left with 50 per cent or less, 90 per cent approval is required.

Finance and supporter contributions

Regular supporter payments are FoH's main source of funds. Academic research recorded approximately 2,400 pledgers in late 2012, about 3,300 by May 2013 and around 6,000 by July of that year. Their contributions provided immediate working capital during the rescue, £3 million for the Tynecastle redevelopment, the payments to Bidco and, after the transfer, unrestricted donations to Hearts.

FoH reported passing £4 million in cumulative contributions in May 2016 and £10 million in March 2020. By 30 June 2024, its accounts recorded £17,117,691 in donation income since the scheme began. Of this, £16,449,000 had been paid to Hearts or Bidco, including the stadium funding. There were 8,770 active pledgers in November 2024.

Supporter donation income for the year to 30 June 2025 was £1,566,345, with £1,490,000 donated directly to Hearts. FoH also passed a £129,030 National Lottery grant to the club for the Maroon Mile heritage project. Cumulative member contributions exceeded £20 million in March 2026.

See also

• List of fan-owned sports teams
• Supporters' trust

External links

• Official website