Kibble/SMiSA Partnership Proposal (Merged)

[bazil85]

24 minutes ago, Dickson said:

You'd sell SMISA members and St Mirren fans down the river to curry favour with Gordon Scott. 

Not true? Well it certainly looks that way. 

Good faith, he’s earned it given the first years of BTB. Plus on paper I see no real concerns & a great opportunity for our club. Many People will caveat your very long-term held vendetta I’m sure. 

21 minutes ago, Dickson said:

Aye, it's you. Look I'm going to stop now, just for a bit. Just so others don't have to wade through a pile of your shite to get to the facts of this. 

The veto as it's written in this legal agreement is highly unusual in business. 

My advice to any SMISA member considering their vote is to be extremely wary. Right now I would vote no. 

Now Bazil I know that later on when I look in you'll have tried to drown this sage advice in a pool of pig swill as that is what you always do. Carry on. 

 

You’ve been wrong multiple times over the life of BTB. You used to be able to set your watch by your negativity and your latest return has been no different. Just look at some of the points you’re making. ‘Asset stripping’ concerns about a major shareholder having a veto Over major decisions. 😂 it’s classic SD. The situation on this deal was completely irrelevant to what your response was going to be  

my advice to any SMISA member would be to look at your history and treat your concerns with the appropriate caution they deserve. 

make no mistake, you’re not giving sage advice here. 

[FTOF]

2 hours ago, Dickson said:

Are you sure? 

 

Yes.

Very sure.

 

Edited February 11, 2020 by FTOF

[BuddieinEK]

As a stakeholder with 27% and two directors on the board who will help to create that business plan and budget I don't really see much to worry about, no.

So an outside party with two directors will help shape our business plan going forward...

but despite being the minority, should they be overruled in the boardroom and not get things they specifically want, they can just veto the whole business plan?

Truly nothing of concern there?

You know the current Kibble guys... What about five or ten years down the line?

Personally I fear we are giving far too much control away here.

This could have major ramifications further down the line.

"Daddy... Why did you and Grandad destroy our planet and not leave anything for me to live on?"

"Well dear, by the time we realised, the damage was done and irreversible!"

"But surely you must have noticed?"

"Go read Boiling a Frog dear. There's a good girl!"

[Hiram Abiff]

8 hours ago, cockles1987 said:

As you seem to not understand what I was referring to, I'll try and explain it clearer.

woiiftm wrote he signed up to "FULL fan ownership"

 

Oh dear! 😂

I understood completely what you were referring to

Thanks for going that extra mile to prove that you haven’t got a clue what is going on 😂

This is real point and laugh material

comedy gold 😂

 

[BuddieinEK]

A minor point but nonetheless I need to ask.
Why are the membership of SMiSA having to foot the bill of this change.
 The legal costs may not be high, but should Kibble not be contributing to the cost?

Unless Kibble were "invited" to put in an offer for the shares and resulting new arrangement.

Surely not though?

[Sonny]

1 hour ago, Wilbur said:

Here's my tuppence worth ..........

The original deal without Kibble's participation is a signed, sealed and delivered contract between GLS and Smisa. Presumably the deal is virtually risk free in terms of ultimate fan ownership.

The Kibble intervention might turn out to be the Deal of the Century with benefits for all parties involved - and it certainly offers a financial incentive for GLS.

However,  based on the (so far) 35 pages of doubts, scepticism, and distrust expressed in this thread by many contributors it is conceivable that there may be unexpected pitfalls ahead. Who knows ? 

I just wonder why St Mirren fans would be keen to ditch a contract with basically zero risk attached for a new proposal that could (just could) scupper the guarantee of ultimate control of the club by its fans. Why take the risk of a Third Party having (unwanted) influence ?

Happy to hear the counter-arguements.

 

 

Off the park the club is progressing albeit slowly. Kibble propose to enhance this progress substantially. They propose to have stadium facilities in use 14 hrs a day 7 days a week. They propose to attract their many contacts to sponsor / rent  facilities. They propose to increase income. They propose to help cut current costs. They propose to bring in their business acumen. They propose to help young people who need help. They propose not to be involved in football business.

Last time SMiSA asked for nominations for representation on the BoD they had one applicant. In a few years they will have to supply the full Board. Does SMiSA have the expertise or volunteers to run the Club on their own? SMiSA can appoint external Directors if they cannot find enough in the fan base - will they all be die-in-the-wool St Mirren supporters?

I interpret it as SMiSA take over in 5 years and continue to try and build the Club up slowly off the park using the expertise that exists within SMiSA and SMiSA appointed Directors. OR the process starts next year with contributions from Directors who have proven business acumen and substantial back-up. Scary? Could be. Or as you say Deal of the Century.

At the end of the day like any decision in life you get as much information as possible then use your gut feeling.

[BuddieinEK]

Off the park the club is progressing albeit slowly. Kibble propose to enhance this progress substantially. They propose to have stadium facilities in use 14 hrs a day 7 days a week. They propose to attract their many contacts to sponsor / rent  facilities. They propose to increase income. They propose to help cut current costs. They propose to bring in their business acumen. They propose to help young people who need help. They propose not to be involved in football business.
Last time SMiSA asked for nominations for representation on the BoD they had one applicant. In a few years they will have to supply the full Board. Does SMiSA have the expertise or volunteers to run the Club on their own? SMiSA can appoint external Directors if they cannot find enough in the fan base - will they all be die-in-the-wool St Mirren supporters?
I interpret it as SMiSA take over in 5 years and continue to try and build the Club up slowly off the park using the expertise that exists within SMiSA and SMiSA appointed Directors. OR the process starts next year with contributions from Directors who have proven business acumen and substantial back-up. Scary? Could be. Or as you say Deal of the Century.
At the end of the day like any decision in life you get as much information as possible then use your gut feeling.

I keep coming back to one thing... All those things you say Kibble propose are undoubtedly positive for the club.

Why can't a legally binding trading agreement/partnership with them not achieve exactly the same?

Why the need for Kibble to be a shareholder?

[Sonny]

1 minute ago, BuddieinEK said:

I keep coming back to one thing... All those things you say Kibble propose are undoubtedly positive for the club.

Why can't a legally binding trading agreement/partnership with them not achieve exactly the same?

Why the need for Kibble to be a shareholder?

I think you have to direct that question to KIbble. They are the only people that can answer your questions in full. No point in asking on here as no-one on here has the detail you probably are looking for.

[BuddieinEK]

I think you have to direct that question to KIbble. They are the only people that can answer your questions in full. No point in asking on here as no-one on here has the detail you probably are looking for.

I have formally asked several questions ahead of voting.

That is one of them.

[Sonny]

1 minute ago, BuddieinEK said:

I have formally asked several questions ahead of voting.

That is one of them.

I wasn't trying to be cheeky BEK. Questions are being asked on here where no-one can give a definitive answer as they are not involved when the people that can seem to be passed by. I am sure many would appreciate any answer you get.

[Guest TPAFKATS]

The BTB purchase price will reduce by £300K if the Kibble proposal passes.
That is shares that SMiSA no longer need to purchase.
1200 members will thus save themselves £250 a head.
SMiSA will always have a membership subscription even after BTB concludes. It always has since the day it was founded.
It won’t be at the same level as it is now, because we won’t be saving up to buy a majority shareholding.

That's quite the level of spin div.

[Guest TPAFKATS]

I keep coming back to one thing... All those things you say Kibble propose are undoubtedly positive for the club.

Why can't a legally binding trading agreement/partnership with them not achieve exactly the same?

Why the need for Kibble to be a shareholder?

It's been asked a few times on this forum and more or less asked last week at the presentation night.
No clear answer given as far as I was concerned.

[Lord Pityme]

 
 
 

 
He will "benefit" when he sells to SMiSA under the current agreement. What, apart from his other 8% which he can legally sell to anyone at any time anyway, is the difference? Are you saying that he shouldn't be able to sell his shares to SMiSA? I don't expect you to answer that as you've already avoided going so.
 
Finally, can you two please stop this as you are causing me to agree with Baz, FFS?
 

Smisa acquiring his shares is a benefit to the community, and part of its stated aims in the constitution.
Him selling them to Kibble benefits only him.

[BuddieinEK]

It's been asked a few times on this forum and more or less asked last week at the presentation night.
No clear answer given as far as I was concerned.

This doesn't really cover it fully either...

[div]

1 hour ago, TPAFKATS said:

12 hours ago, div said:

The BTB purchase price will reduce by £300K if the Kibble proposal passes.
That is shares that SMiSA no longer need to purchase.
1200 members will thus save themselves £250 a head.
SMiSA will always have a membership subscription even after BTB concludes. It always has since the day it was founded.
It won’t be at the same level as it is now, because we won’t be saving up to buy a majority shareholding.

That's quite the level of spin div.

Which bit isn’t true?

[div]

22 minutes ago, Dickson said:

Agreed. I can't see how any "St Mirren supporter" can possibly defend the deal as it is. There's questions that need to be asked, and satisfactory answers given before anyone should be voting in favour of the deal as it stands. 

Love the supporter bit being in inverted commas.

Off the scale levels of irony!

[Guest TPAFKATS]

Which bit isn’t true?

Well the 1200 members aren't saving themselves £250 a head - unless they all stop paying their money.

[Lord Pityme]

That's irrelevant to what you claim, though, as he personally "benefits" both ways, which you say he isn't allowed to do.

This proposal can be seen as benefitting the community too as it allows an earlier major shareholding in SMFC.

Does the constitution really mention GLS's shares?

But you're claiming Kibble benefit too. Which is it?

Gawd didnae take you for that dim.
Smisa doing a deal in line with its main purpose to benefit the community is why its actually there.

Scott getting smisa to test up an agreement, so he can sell his shares fits in with none of that.

Kibble are UK operation, they have no obligation to the local community.

[div]

8 minutes ago, TPAFKATS said:

47 minutes ago, div said:

Which bit isn’t true?

Well the 1200 members aren't saving themselves £250 a head - unless they all stop paying their money.

I can only speak for myself but I won’t be paying £37 a month for me and the boy to be SMiSA members once the shares have been bought.

Let’s suppose that SMiSA membership drops to £5 a month once BTB concludes.

Each £12 a month member would be £7 a month better off.

The deal coming in 5 years early is a bit of an exaggeration but 3 years early would be about right. 36 months @ £7 a month is £252.

Spin on that 😜

[BuddieinEK]

I can only speak for myself but I won’t be paying £37 a month for me and the boy to be SMiSA members once the shares have been bought.
Let’s suppose that SMiSA membership drops to £5 a month once BTB concludes.
Each £12 a month member would be £7 a month better off.
The deal coming in 5 years early is a bit of an exaggeration but 3 years early would be about right. 36 months @ £7 a month is £252.
Spin on that [emoji12]

So if my wife buys shoes that she doesn't need... and they are reduced from £200 to "just" £100... She hasn't spent £100... She has saved it?

[alwaysabuddy]

5 hours ago, div said:

5 hours ago, BuddieinEK said:

The veto clause includes...
"approval of the club’s business plan"

Holy moley... Seriously?

That doesn't concern you?
 

As a stakeholder with 27% and two directors on the board who will help to create that business plan and budget I don't really see much to worry about, no.

 

5 hours ago, BuddieinEK said:

So an outside party with two directors will help shape our business plan going forward...

but despite being the minority, should they be overruled in the boardroom and not get things they specifically want, they can just veto the whole business plan?

Truly nothing of concern there?

You know the current Kibble guys... What about five or ten years down the line?

Personally I fear we are giving far too much control away here.

This could have major ramifications further down the line.

Must say I'm with BEK on this one - the board produce a BP which the Kibble reps don't like they can veto it.

That cannot be right and is completely unworkable     

[alwaysabuddy]

7 hours ago, div said:

If Kibble wasn't giving Gordon £300K then SMiSA would be.

The only real tangible benefits I see Gordon getting out of this is;

1) He is getting his money earlier than he thought
2) He's shifting the 8% of shares he'd have been left with in the original proposal

Div - re the 8% shareholding

 By selling his shares to Kibble either

GLS will actually be receiving more cash that he would be under the current proposal where he is left with the 8%

OR

He is receiving the same money in total therefore effectively either SMISA or Kibble are paying nothing for them, which begs the question of who gets the "free" shares ?

.  

[alwaysabuddy]

7 minutes ago, Slartibartfast said:

If the Kibble reps are part of the board that produces the business plan, why would they veto it?

I've been part of a few boards where I didn't agree with a lot of a BP's content.

Funnily enough the major shareholder had the final say

and 27% of the shareholding certainly couldn't veto it !! 

[BuddieinEK]

If the Kibble reps are part of the board that produces the business plan, why would they veto it?

They can effectively hold the club to ransom under the proposed agreement for that very reason.

[slapsalmon]

8 hours ago, div said:

The veto clause is as much to protect SMiSA, and the club, as it is to protect the interests of Kibble.

It only affects the following explicit decisions;

• appointments or removals of a director of the club
• the sale of the stadium, changes to the club’s name, colour or badge, changing the club’s grass pitch to astroturf, and the appointment of major sponsors;
• any major borrowings, major contracts outwith the normal course of business, and approval of the club’s business plan;
• any major structural changes to St Mirren as a company, such as any reorganisation of its share capital, or changes to the club’s articles of association.

I think that's all pretty fair.

The major sponsors one is the only one I'd have any concerns about but again I'd assume the clause is in there to protect SMiSA and the club as much as it is to protect Kibble. Be very easy to email SMiSA and ask for clarification.

 

Why would the veto protect smisa as much as kibble(I see someone replied similar, but the veto isn't only for the interim period}) when GLS is out and smisa have 51% what do they need protected from? This seems strange int erms of usual company structures. The veto is Only there to the benefit of kibble, no one else.