millport Posted November 21, 2014 Report Share Posted November 21, 2014 SMiSA increase shareholding in St.Mirren When SMISA, The St.Mirren Supporters Trust was set up, one of its main objectives was to establish a shareholding in St. Mirren F.C Ltd to create a valid voice for the fans in the running of the club. For the purpose of purchasing shares members subscribed £10 per month. Trusts have been particularly effective at other clubs which have embraced the involvement of fans in the board room. Dundee United for example have a full director and an associate director who have been appointed through the Arab Trust. Regrettably, this is not the case at Saints and while in its early years SMISA was able to purchase 3877 shares from the club funded by its members subscriptions, in recent years, the club have refused numerous requests from SMISA to buy more shares. As a result SMISA had to stop accepting funds from its members for share purchase and subscriptions were reduced to £2 per month. By that time, SMISA had accumulated £50K in cash and the SMISA Board decided to use its cash to purchase shares from private shareholders. This was done with extreme reluctance as obviously the money would go to individuals rather than the club. The first wave of share purchases has been successfully completed and SMISA now owns in excess of 5000 shares. Wave 2 is now under way and the SMISA Board is very optimistic that a further substantial increase in our shareholding will be achieved soon. If you are a shareholder interested in selling your shares, please contact us. The constitution of the trust does not allow SMISA to sell shares so you can be assured that your shares will be held in perpetuity by a trust of Saints fans with a democratically elected board. Meantime with the current long running uncertainty over the future ownership of our club, it has never been more important to have a strong representative trust. Our ranks are growing but please don't leave it to others. Join us now and add your opinions and your voice as a Saints Fan. http://www.smisa.net/join-the-trust 2 Quote Link to comment Share on other sites More sharing options...
Bud the Baker Posted November 21, 2014 Report Share Posted November 21, 2014 I wouldn't want to sell my shares for sentimental reasons but I'd be happy to proxy my voting rights to SMISA, would that just be a case of sending a letter with my share ID numbers? 3 Quote Link to comment Share on other sites More sharing options...
Denbud Posted November 21, 2014 Report Share Posted November 21, 2014 By giving proxy on your shares to SMISA does this stop you from attending the AGM? 0 Quote Link to comment Share on other sites More sharing options...
millport Posted November 21, 2014 Author Report Share Posted November 21, 2014 By giving proxy on your shares to SMISA does this stop you from attending the AGM? No Denbud, we would only need your proxy in the case of a Vote. The consortium have 52% of the shares so at the moment we only need your support. Thank you 0 Quote Link to comment Share on other sites More sharing options...
millport Posted November 21, 2014 Author Report Share Posted November 21, 2014 I wouldn't want to sell my shares for sentimental reasons but I'd be happy to proxy my voting rights to SMISA, would that just be a case of sending a letter with my share ID numbers? If you can send me a PM, I'll keep your details on record and if we need your proxy at a later date we will get in touch. Much appreciated 0 Quote Link to comment Share on other sites More sharing options...
TopCat Posted November 21, 2014 Report Share Posted November 21, 2014 Why were the club refusing offers from SMISA to buy more shares? 0 Quote Link to comment Share on other sites More sharing options...
Bud the Baker Posted November 21, 2014 Report Share Posted November 21, 2014 (edited) Why were the club refusing offers from SMISA to buy more shares? The consortium want to keep their stake at 52% to maintain it's resale value. Edited November 21, 2014 by Bud the Baker 0 Quote Link to comment Share on other sites More sharing options...
pod Posted November 21, 2014 Report Share Posted November 21, 2014 SMiSA increase shareholding in St.Mirren When SMISA, The St.Mirren Supporters Trust was set up, one of its main objectives was to establish a shareholding in St. Mirren F.C Ltd to create a valid voice for the fans in the running of the club. For the purpose of purchasing shares members subscribed £10 per month. Trusts have been particularly effective at other clubs which have embraced the involvement of fans in the board room. Dundee United for example have a full director and an associate director who have been appointed through the Arab Trust. These two you mean..... 1 Quote Link to comment Share on other sites More sharing options...
thewhiteman Posted November 21, 2014 Report Share Posted November 21, 2014 Why were the club refusing offers from SMISA to buy more shares? they still are, and the shares being 'unissued shares' means those that the club has never sold and are effectively lying spare, but if they were to sell £50,000 worth to SMiSA it would mean the total number of shares 'issued' would increase and as BtB says this would reduce the consortiums 52% down to something like 47% strange that the board(consortium) stated that the club being up for sale by the consortium(board) did not affect the running of the club by the board(consortium) yet they are able to turn down an immediate investment from SMiSA of £50,000 ! 2 Quote Link to comment Share on other sites More sharing options...
Mid Calder Saint Posted November 21, 2014 Report Share Posted November 21, 2014 Right at the AGM we must establish the total Unissued Shares and establish a sound commercial reason why they are not being offered for general sale. In my view it makes business sense to increase the Company's Cash Flow. 2 Quote Link to comment Share on other sites More sharing options...
TopCat Posted November 21, 2014 Report Share Posted November 21, 2014 Right at the AGM we must establish the total Unissued Shares and establish a sound commercial reason why they are not being offered for general sale. In my view it makes business sense to increase the Company's Cash Flow. I take it you'll be putting this question to the board? 2 Quote Link to comment Share on other sites More sharing options...
waldorf34 Posted November 21, 2014 Report Share Posted November 21, 2014 they still are, and the shares being 'unissued shares' means those that the club has never sold and are effectively lying spare, but if they were to sell £50,000 worth to SMiSA it would mean the total number of shares 'issued' would increase and as BtB says this would reduce the consortiums 52% down to something like 47% strange that the board(consortium) stated that the club being up for sale by the consortium(board) did not affect the running of the club by the board(consortium) yet they are able to turn down an immediate investment from SMiSA of £50,000 ! Conflict of interest? 0 Quote Link to comment Share on other sites More sharing options...
a50lennyc Posted November 22, 2014 Report Share Posted November 22, 2014 Conflict of interest? Where is the conflict of interest? Increasing the value of the shares is usually the main concern of a board of directors of any company. St. Mirren FC Ltd is a private limited company. Its a business owned by shareholders. The BoD are doing what is in the best interests of the majority of the shareholding. 0 Quote Link to comment Share on other sites More sharing options...
a50lennyc Posted November 22, 2014 Report Share Posted November 22, 2014 Right at the AGM we must establish the total Unissued Shares and establish a sound commercial reason why they are not being offered for general sale. In my view it makes business sense to increase the Company's Cash Flow. The sound commercial reason is that it would reduce the value of issued shares. 0 Quote Link to comment Share on other sites More sharing options...
thewhiteman Posted November 22, 2014 Report Share Posted November 22, 2014 Where is the conflict of interest? Increasing the value of the shares is usually the main concern of a board of directors of any company. St. Mirren FC Ltd is a private limited company. Its a business owned by shareholders. The BoD are doing what is in the best interests of the majority of the shareholding. the BoD are doing what is in the best interests of the consortium ! 0 Quote Link to comment Share on other sites More sharing options...
thewhiteman Posted November 22, 2014 Report Share Posted November 22, 2014 St. Mirren FC Ltd is a private limited company. Its a business owned by shareholders. The BoD are doing what is in the best interests of the majority of the shareholding. that'll be . . . Erm . . themselves 0 Quote Link to comment Share on other sites More sharing options...
thewhiteman Posted November 22, 2014 Report Share Posted November 22, 2014 (edited) a bit of a radical thought here but what's the possibility of them doing what's best for our club and taking up the offer of investment ? Edited November 22, 2014 by thewhiteman 0 Quote Link to comment Share on other sites More sharing options...
waldorf34 Posted November 22, 2014 Report Share Posted November 22, 2014 Where is the conflict of interest? Increasing the value of the shares is usually the main concern of a board of directors of any company. St. Mirren FC Ltd is a private limited company. Its a business owned by shareholders. The BoD are doing what is in the best interests of the majority of the shareholding. Their duty under the companies act is to promote the success of the collective body., not majority shareholders, to do so would be a breach of the companies act, ie a criminal offence Some of the Rangers ex board are getting looked at under these duties 0 Quote Link to comment Share on other sites More sharing options...
Dare Posted November 22, 2014 Report Share Posted November 22, 2014 Lets get behind Smisa ....... its the way forward for clubs of our size. 2 Quote Link to comment Share on other sites More sharing options...
a50lennyc Posted November 22, 2014 Report Share Posted November 22, 2014 the BoD are doing what is in the best interests of the consortium ! The consortium are the majority shareholding! 0 Quote Link to comment Share on other sites More sharing options...
a50lennyc Posted November 22, 2014 Report Share Posted November 22, 2014 that'll be . . . Erm . . themselves Erm... obviously! So where is the conflict of interest? 0 Quote Link to comment Share on other sites More sharing options...
a50lennyc Posted November 22, 2014 Report Share Posted November 22, 2014 Their duty under the companies act is to promote the success of the collective body., not majority shareholders, to do so would be a breach of the companies act, ie a criminal offence Some of the Rangers ex board are getting looked at under these duties Please enlighten us to the criminal acts that you are insinuating that the St. Mirren BoD are carrying out please... I think any directors reading this will be very interested in your comment there... Their duty under the Companies Act is to promote the success of the business for the benefit of its members (ie the shareholders). There is no conflict of interest! 0 Quote Link to comment Share on other sites More sharing options...
davidg Posted November 22, 2014 Report Share Posted November 22, 2014 (edited) . Their duty under the Companies Act is to promote the success of the business for the benefit of its members (ie the shareholders)! I don't grudge them the sale at all but the longer this goes on and the longer they turn down investment (SMISA) then you could argue that they are not doing the following?"make decisions for the benefit of the company, not yourself" Turning down SMISA offer for investment is for the benefit of who? Not an accusation, more of a question as I've no idea what goes on in the boardroom or at the AGM. I don't know the ins and outs of who has what shares and the SMISA investment offers, I'm not a shareholder or a member of SMISA. It's just a real shame the fans don't have the cash to meet their valuation. Edited November 22, 2014 by davidg 0 Quote Link to comment Share on other sites More sharing options...
thewhiteman Posted November 23, 2014 Report Share Posted November 23, 2014 Erm... obviously! So where is the conflict of interest? I didn't say there was, someone else did My understanding of a business doing the best for its shareholders implied ALL its shareholders not just the 52% who are making all the decisions to turn down potential investment refusing to sell unissued shares does not improve all the shareholders investments it only protects those with the 52% to ensure they maintain the majority shareholding but does not increase the value of the 100% of shares or improve the business, in fact turning down investment surely reduces the value of everyone's shares how can that be considered doing the best for its shareholders ? 0 Quote Link to comment Share on other sites More sharing options...
a50lennyc Posted November 26, 2014 Report Share Posted November 26, 2014 I didn't say there was, someone else did My understanding of a business doing the best for its shareholders implied ALL its shareholders not just the 52% who are making all the decisions to turn down potential investment refusing to sell unissued shares does not improve all the shareholders investments it only protects those with the 52% to ensure they maintain the majority shareholding but does not increase the value of the 100% of shares or improve the business, in fact turning down investment surely reduces the value of everyone's shares how can that be considered doing the best for its shareholders ? If you inject £50,000 into a business then I would imagine that, theoretically, the value of the shares goes up by £50,000. If that £50,000 was raised by issuing £50,000 worth of shares then I would imagine that would dilute the total value of shares by £50,000. Therefore no net difference. How can that be considered doing the best for shareholders? In the company I work for, the company has actually been giving money BACK to shareholders via special dividends. That is considered to be a GOOD thing by the market and as a result the share value has gone UP! 0 Quote Link to comment Share on other sites More sharing options...
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