Kibble/SMiSA Partnership Proposal (Merged)

[jaybee]

On 2/17/2020 at 2:08 PM, WeeBud said:

On 2/17/2020 at 1:44 PM, bazil85 said:

Still waiting on anyone given me some plausible scenarios where this would be an issue. Best I've had is an urban legend that supposedly happened once in 140+ years lol. 

Somebody did way at the start Baz......shirt sponsorship, now would that come under major decision or special resolution?

Have just watched the video of the meeting and the shirt sponsorship scenario came up and was answered along the lines of; ' the Kibble would NOT be on board with a company such as WONGA as a sponsor' and I think many would agree with that, I actually think that examples given, such as; selling the stadium, changing shirt colours  and WONGA, (or rather the lack of WONGA) are valid and legitimate reasons for the need for an accord between all parties re such major decisions.  I was impressed by the sincerity of the Kibble people and can (having watched the tape) understand why they would rather buy their way in than simply have a partnership which can be dissolved very simply, it does show commitment and they did say they will continue to pay for their use of the clubs facilities and use their connections and expertise to increase club income. More important to me was the fact that these discussions took around nine months and SMISA asked predominantly the same questions that were being asked at the meeting by 'joe public' All at the table seem happy and I think I would concur with their views, it could be a wonderful opportunity. COYS.

[bazil85]

2 hours ago, Iamhammer said:

As far as I'm concerned yes, if I entered into an agreement to buy 71 % of say land, and then the seller decides that I can only have 51 % and that a new 3rd party will have a veto on what I want to do with the land, I would remove myself from the deal and look for my money back.

Add this to the fact that, the kibble get the shares and GLS gets 300k (which they are both entitled to if the deal goes ahead), then why are SMISA paying the legal fees?    This  not only puzzles me but gives concerns for the future as to what else we will pay for.  

It isn't land though, it's a football club that we are all very strongly attached to. If you had a strong attachment to this "land" the new deal would benefit the land and you would be paying a reduced cost, would you do it? 

[bazil85]

9 minutes ago, jaybee said:

Have just watched the video of the meeting and the shirt sponsorship scenario came up and was answered along the lines of; ' the Kibble would NOT be on board with a company such as WONGA as a sponsor' and I think many would agree with that, I actually think that examples given, such as; selling the stadium, changing shirt colours  and WONGA, (or rather the lack of WONGA) are valid and legitimate reasons for the need for an accord between all parties re such major decisions.  I was impressed by the sincerity of the Kibble people and can (having watched the tape) understand why they would rather buy their way in than simply have a partnership which can be dissolved very simply, it does show commitment and they did say they will continue to pay for their use of the clubs facilities and use their connections and expertise to increase club income. More important to me was the fact that these discussions took around nine months and SMISA asked predominantly the same questions that were being asked at the meeting by 'joe public' All at the table seem happy and I think I would concur with their views, it could be a wonderful opportunity. COYS.

Brilliant post. Using actual content from the Kibble to show the hysteria from a very small number of fans on the veto is over exaggerated at best, tinfoil hat stuff at worst. 

[bazil85]

Just now, Dickson said:

 

Wonga were obviously an obsolete example. And it's easy to get moral about a deal that would never happen. But what about if St Mirren had the same opportunity in a few years time that Motherwell had this season with their sponsorship deal with Paddy Power? Motherwell, a fan owned club, reported that it was a record breaking sponsorship deal for them. Their richest in the clubs history and there is no sponsor logo on their shirt. Would the SMISA membership be happy turning down say £500k for a similar deal because Kibble didn't fancy it? 

Also, can you explain to me what there was in the video that made you understand why they would want to spend £300k of their charities money, buying shares off Gordon Scott that they say they may give away to SMISA further down the line? It's one of those things that just keeps spinning round in my head as a massive warning sign. Perhaps you can put my mind to rest if you can see why they'd do it? 

I found the video of the meeting quite convincing too when I watched it. Then after a few days some items from it just didn't sit right. I'd hope that people would take it all in, read the legal agreement, the proposal and watch the video and then think about it for a few days before voting. Giving away the power of a veto to a third party in a football club should be a massive decision for football fans. 

 

Is wonga anymore obsolete than some of the other scenarios posted on here for the opposite? From yourself for example related to the new Rangers being voted into the top flight or St Mirren having the deciding vote in Scottish football league restructures? I think this just highlights that the Kibble generally won't overlay get involved bar ethical decision making which would be very rare. Something I fully support and I would imagine someone that claims to actually care about community benefit and support would have pretty similar feelings? 

Your Paddy Power example just shows though you'll never be satisfied with anything regarding SMISA/ BTB/ GLS, we could rhyme off a million companies and say "what about them" the bottom-line is, if something around that sort of territory comes up, it will no doubt be dealt with case by case.

Suppose we could compare Paddy to say... proposing Match balls,/ £50k for an astro pitch as BTB voting options. Would you have welcomed a veto in those circumstances? They would have cost the club financially but you seemed to have been dead against them (not right (ethically?) for a community benefit society to be funding such club benefits from memory) as options. You've performed a strange 180 here. 

The rest of your post continues in that vein. You can try sell it as you wanting to evaluate and understand the perspective but the reality is you will always swerve to the negative. It's observable in this subject as it has been in practically every other subject I ever remember you getting involved in. 

[Lord Pityme]

It's not immaterial if you are claiming that he is benefiting from being a member.
 
As I have previously said, if your take on the constitution is that he can't sell them because he is a member then BtB is against the constitution, not just this deal.  You really can't have it both ways.
 
SMiSA have reneged on nothing, you're just talking pish now.  There is a vote to see if the membership want to change the current agreement, if they don't then nothing will change, if they do then it will be changed.  How can the membership voting in favour of something be reneging?

As usual you are wrong on all fronts. Lol
The 'renege' comment was if smisa did not fulfill their obligations in the original agreement and buy Scott's shares by the tenth year.
But hey... make a push storm out of it if you like.
The simple fact is Scott, if the proposal goes through benefits as a smisa member.
The whole vote is being held to benefit him. What's so hard to understand about that.

[Ayrshire Saints]

If your so sure rules have been breached then do something about it via the proper channels instead of just constantly bumping your gums about it on here. Actions speak louder than words as they say but we all know you won't as it's just your latest bandwagon in a constant tirade against the club hierarchy. Go on, prove me wrong and take meaningful action instead of all the vacuous hot air.

 

As usual you are wrong on all fronts. Lol

The 'renege' comment was if smisa did not fulfill their obligations in the original agreement and buy Scott's shares by the tenth year.

But hey... make a push storm out of it if you like.

The simple fact is Scott, if the proposal goes through benefits as a smisa member.

The whole vote is being held to benefit him. What's so hard to understand about that.

 

[jaybee]

35 minutes ago, Dickson said:

49 minutes ago, jaybee said:

Have just watched the video of the meeting and the shirt sponsorship scenario came up and was answered along the lines of; ' the Kibble would NOT be on board with a company such as WONGA as a sponsor' and I think many would agree with that, I actually think that examples given, such as; selling the stadium, changing shirt colours  and WONGA, (or rather the lack of WONGA) are valid and legitimate reasons for the need for an accord between all parties re such major decisions.  I was impressed by the sincerity of the Kibble people and can (having watched the tape) understand why they would rather buy their way in than simply have a partnership which can be dissolved very simply, it does show commitment and they did say they will continue to pay for their use of the clubs facilities and use their connections and expertise to increase club income. More important to me was the fact that these discussions took around nine months and SMISA asked predominantly the same questions that were being asked at the meeting by 'joe public' All at the table seem happy and I think I would concur with their views, it could be a wonderful opportunity. COYS.

 

Wonga were obviously an obsolete example. And it's easy to get moral about a deal that would never happen. But what about if St Mirren had the same opportunity in a few years time that Motherwell had this season with their sponsorship deal with Paddy Power? Motherwell, a fan owned club, reported that it was a record breaking sponsorship deal for them. Their richest in the clubs history and there is no sponsor logo on their shirt. Would the SMISA membership be happy turning down say £500k for a similar deal because Kibble didn't fancy it? 

Also, can you explain to me what there was in the video that made you understand why they would want to spend £300k of their charities money, buying shares off Gordon Scott that they say they may give away to SMISA further down the line? It's one of those things that just keeps spinning round in my head as a massive warning sign. Perhaps you can put my mind to rest if you can see why they'd do it? 

I found the video of the meeting quite convincing too when I watched it. Then after a few days some items from it just didn't sit right. I'd hope that people would take it all in, read the legal agreement, the proposal and watch the video and then think about it for a few days before voting. Giving away the power of a veto to a third party in a football club should be a massive decision for football fans. 

They deliberately choose WONGA for exactly that reason and who's to say it's ONLY Kibble that wouldn't 'fancy' such a deal as Motherwell have. I did explain why I thought they wanted to buy into the club (they must have explained why; around seven or eight times in the session), sorry if you don't get it, but it gives them continuity of access to training opportunities which they can expand by improving the football club, win win as they say.  Also, and I am not aware if you are a local or not, but Kibble has been around Paisley a long time (again reiterated umpteen times in the session) and they have integrity (as an organisation) and I was impressed by the nine months they spent speaking to the SMISA people, whom they seem to have converted and once they have convinced the board and the people of Paisley of their sincerity and proven their intentions; they would have no need of such a large shareholding and may choose as a gesture of goodwill to return some of it to SMISA.  I do not have a vote but IF I DID, I would support Kibble.

[BuddieinEK]

 
Wonga were obviously an obsolete example. And it's easy to get moral about a deal that would never happen. But what about if St Mirren had the same opportunity in a few years time that Motherwell had this season with their sponsorship deal with Paddy Power? Motherwell, a fan owned club, reported that it was a record breaking sponsorship deal for them. Their richest in the clubs history and there is no sponsor logo on their shirt. Would the SMISA membership be happy turning down say £500k for a similar deal because Kibble didn't fancy it? 
Also, can you explain to me what there was in the video that made you understand why they would want to spend £300k of their charities money, buying shares off Gordon Scott that they say they may give away to SMISA further down the line? It's one of those things that just keeps spinning round in my head as a massive warning sign. Perhaps you can put my mind to rest if you can see why they'd do it? 
I found the video of the meeting quite convincing too when I watched it. Then after a few days some items from it just didn't sit right. I'd hope that people would take it all in, read the legal agreement, the proposal and watch the video and then think about it for a few days before voting. Giving away the power of a veto to a third party in a football club should be a massive decision for football fans. 
 

Indeed....

If the Veto is no big deal then the answer is simple... Remove it as an option.

Kibble INSIST on it to have a "degree of influence".

Also, and I quote... According to SMISA, "A trading agreement would not give the required security for long-term
investment they want to make".

Now I am curious.

What would a legally binding trading agreement not cover that a shareholding and acquiesced veto would do.

Yet the Veto is fundamental to their bid. Why?

[Lord Pityme]

If your so sure rules have been breached then do something about it via the proper channels instead of just constantly bumping your gums about it on here. Actions speak louder than words as they say but we all know you won't as it's just your latest bandwagon in a constant tirade against the club hierarchy. Go on, prove me wrong and take meaningful action instead of all the vacuous hot air.
 

 

So a saints fan, is goading another saints fan to call in the financial conduct authority?
Priceless

[FTOF]

^^^^^^^^^^^^^^^^^^^

Teetering on the brink.

[div]

23 hours ago, Lord Pityme said:

23 hours ago, Brilliant Disguise said:

The £300k i presume gives the Kibble a guaranteed opportunity to pitch to the board their ideas that would be mutually beneficial to both the Club and the Kibble. Without the shares they are just another 3rd party pitching. There have been moans by others of a lack of additional revenue schemes to date however they are also against a body wanting to prove their track record of generating a revenue stream.
 
The other points re the veto. Why would anyone pay £300k to be on a board then deliberately sabotage the running of the club. Surely all members on a board should work together for the benefit of the company. That’s what being a Director in law requires you to do. There will be times when board members disagree. However a good Director swallows his pride accepts the decision and moves on. A egotistical huffy board member with their own agenda spits the dummy out, goes on line to advise all that want to listen about how the big boys stole his baw, proceed to resign from the board then continually berate every movement that the former board do.
As i have stated already. In my opinion SMISA running the entire club is a disaster in the making. I have yet to see anyone to date with capability of running the club and drive it forward. On line you now start to see individuals old and new trying to get themselves noticed as potential board candidates. The BTB needs a 3rd party to assist in running the club. 

Back again Div?

Not sure why you think I care enough to create other accounts to post.

I've said all I want to say about the deal, I've not posted anything more on this as my vote has been cast.

I'll leave you and Dickson to continue going round and round in endless circles. I don't have the time or inclination to indulge your wild fantasties!

[stlucifer]

59 minutes ago, Lord Pityme said:

As usual you are wrong on all fronts. Lol
The 'renege' comment was if smisa did not fulfill their obligations in the original agreement and buy Scott's shares by the tenth year.
But hey... make a push storm out of it if you like.
The simple fact is Scott, if the proposal goes through benefits as a smisa member.
The whole vote is being held to benefit him. What's so hard to understand about that.

I'm as concerned about the terms of this proposal as you LPM but, quite frankly, you're talking pish.

Scott paid for his shares to allow SMISA the time to take control. SMISA were/are obliged to pay for them ergo GLS gains nothing extra from this proposal. he just gets some of his cash early. It has absolutely nothing to do with him being a member either.

this is why people don't heed the real warnings because all they see is you attacking ANYTHING Scott does.

Rein it in and stick to the proposal itself. it will give your argument more credence.

[Lord Pityme]

I'm as concerned about the terms of this proposal as you LPM but, quite frankly, you're talking pish.
Scott paid for his shares to allow SMISA the time to take control. SMISA were/are obliged to pay for them ergo GLS gains nothing extra from this proposal. he just gets some of his cash early. It has absolutely nothing to do with him being a member either.
this is why people don't heed the real warnings because all they see is you attacking ANYTHING Scott does.
Rein it in and stick to the proposal itself. it will give your argument more credence.

Sorry but you are wrong. The whole deal being proposed by smisa benefits him.
I get that's not why they proposed the deal, its yet another oversight by the smisa committee re the constitution.
He is a smisa member, and cant sell & benefit from that sale unless the smisa membership vote for it. It's the clearest example you'll find.

[Brilliant Disguise]

47 minutes ago, BuddieinEK said:

Indeed....

If the Veto is no big deal then the answer is simple... Remove it as an option.

Kibble INSIST on it to have a "degree of influence".

Also, and I quote... According to SMISA, "A trading agreement would not give the required security for long-term
investment they want to make".

Now I am curious.

What would a legally binding trading agreement not cover that a shareholding and acquiesced veto would do.

Yet the Veto is fundamental to their bid. Why?

What is the legal definition of the Veto. Can someone post an extract from it.

Its not on the SMISA webpage and i am intrigued to see what it actually allows the Kibble to do 

[Brilliant Disguise]

4 minutes ago, Lord Pityme said:

Sorry but you are wrong. The whole deal being proposed by smisa benefits him.
I get that's not why they proposed the deal, its yet another oversight by the smisa committee re the constitution.
He is a smisa member, and cant sell & benefit from that sale unless the smisa membership vote for it. It's the clearest example you'll find.

I thought your issue was that thew whole deal benefited the Kibble. Now it benefits GLS who structured the original BTB deal deal to bank roll the purchase of the shares with SMISA then  to sell the said shares  to SMISA.

The only benefit he is getting is selling his shares early. To allow that to happen SMISA have put it to a vote to allow the members to decide. If the members say no then we are back to where we were and GLS get no early sale of his shares

[stlucifer]

11 minutes ago, Lord Pityme said:

Sorry but you are wrong. The whole deal being proposed by smisa benefits him.
I get that's not why they proposed the deal, its yet another oversight by the smisa committee re the constitution.
He is a smisa member, and cant sell & benefit from that sale unless the smisa membership vote for it. It's the clearest example you'll find.

Your last sentence summed it up.

Firstly He ISN'T benefitting. He's getting SOME of his money back.

Secondly. It's as clear as mud what you're alluding to as it's irrelevant whether SMISA have to OK it. It still doesn't mean Scott has benefitted as he's getting His Own Money back. That's akin to me putting my cash under the mattress then claiming I benefitted from lifting the thing and putting my money back in my pocket

Edited February 18, 2020 by stlucifer

[alanb]

20 minutes ago, Lord Pityme said:

Sorry but you are wrong. The whole deal being proposed by smisa benefits him.
I get that's not why they proposed the deal, its yet another oversight by the smisa committee re the constitution.
He is a smisa member, and cant sell & benefit from that sale unless the smisa membership vote for it. It's the clearest example you'll find.

Is it not the case that the constitution maybe means for a SMiSA member benefiting from selling any of SMiSA's shareholding or indeed all of it.

I don't think the constitution covers a SMiSA member from selling his own shares whether for a benefit or loss at this time.

Surely that would be a private matter

I accept in this case a deal is in place for GLS to sell 42% to SMiSA 

 

Edited February 18, 2020 by alanb

[stlucifer]

28 minutes ago, Brilliant Disguise said:

What is the legal definition of the Veto. Can someone post an extract from it.

Its not on the SMISA webpage and i am intrigued to see what it actually allows the Kibble to do 

I believe it's been deliberately left vague. Major decisions could actually mean anything. You would have to ask, "What's not included in this remit".

Edited February 18, 2020 by stlucifer

[bazil85]

1 hour ago, Dickson said:

Playing the man again Bazil? It's a bit like watching a football match. It's end to end, plenty of goal-scoring opportunities for both sides and then in the middle there's you, the Gregor Stephens of the forum, going in over the top of the ball, standing on toes, grabbing nuts, and generally trying to win the argument by any means possible. It's no surprise that you come across as white noise most of the time these days. 

To clear up your other points, the reason I said the Wonga example was obsolete was because it's completely hypothetical and always will be since Wonga won't ever be able to prove the theory since they have gone out of business. The 2012 Rangers scenario that I outlined really did happen even if you can't remember if you were in the boardroom or not that night (although you think you might have been  ) The Paddy Power scenario is very real too. Motherwell's current sponsor is Paddy Power. It is the most lucrative deal in their history. It's probably also the reason they've propelled themselves up to potentially being the best of the rest in Scottish Football this season. How would the fans react if a similar deal was on the table at the SDA but a third party veto'd it? Do you think they'd all nod in agreement and say "yeah, quite right. There's no place for gambling advertising in the Ladbrokes Scottish Premiership"? 

Generally a stance that comes out on here because self-admitted, I call out those that are persistently negative (regardless of situation, or circumstance). You of course fall under that bracket. You surely must acknowledge that it hasn't escaped the regulars notice that you are completely unchanged in that sense under this new username? Shock horror SD doesn't like the proposal, even though it's "exactly" the sort of deal he'd be after. 

Wonga have sponsored other teams, so the scenario can be related to decisions taken by other football boards. The Rangers scenario has never been presented to the board we would have so they're both as hypothetical as each other. We are talking about a situation that from what I can tell has happened once in our history compared to the multiple times Wonga (or similar) have sponsored football clubs. My opinion is they're both extremes (as in extremes it would hurt the club significantly rejecting such a sponsorship) and as such can be put way down in the low risk category which is why the veto doesn't concern me. 

I was 100% NOT in the boardroom, I have no idea what you're talking about with that wee dig but unfounded garbage isn't uncommon in your posts. 

Yep it is, it will also be addressed if it ever comes up on a case by case basis, I don't see it as a reason to go against this deal and appreciate we can't future proof against every scenario (a seeming demand of yours which is completely unrealistic). If that's the sort of thing that concerns you fine, I'm experienced enough in... Well actually it's just common sense to know a BOD will never 100% agree on all things all the time regardless of their make-up. It isn't automatically a bad thing and it won't automatically hamper St Mirren, 

[Lord Pityme]

Is it not the case that the constitution maybe means for a SMiSA member benefiting from selling any of SMiSA's shareholding or indeed all of it.
I don't think the constitution covers a SMiSA member from selling his own shares whether for a benefit or loss at this time.
Surely that would be a private matter
I accept in this case a deal is in place for GLS to sell 42% to SMiSA 
 

If he had simply chucked smisa before the proposal was put to a vote then he not a member.
But the simple fact that as a member, he's got smisa to poll the whole membership to faci6the sale of his shares!
Its the same as a smisa member getting the committee to poll the membership about buying his timeshare option.
Only the community can benefit from smisa, not a member.

[jaybee]

5 hours ago, Dickson said:

5 hours ago, jaybee said:

They deliberately choose WONGA for exactly that reason and who's to say it's ONLY Kibble that wouldn't 'fancy' such a deal as Motherwell have. I did explain why I thought they wanted to buy into the club (they must have explained why; around seven or eight times in the session), sorry if you don't get it, but it gives them continuity of access to training opportunities which they can expand by improving the football club, win win as they say.  Also, and I am not aware if you are a local or not, but Kibble has been around Paisley a long time (again reiterated umpteen times in the session) and they have integrity (as an organisation) and I was impressed by the nine months they spent speaking to the SMISA people, whom they seem to have converted and once they have convinced the board and the people of Paisley of their sincerity and proven their intentions; they would have no need of such a large shareholding and may choose as a gesture of goodwill to return some of it to SMISA.  I do not have a vote but IF I DID, I would support Kibble.

Yeah? 

See, it's odd. I remember a few years back that one man who held a 10% shareholding at the club was told he would have no further access to the clubs facilities. Perhaps you remember it too. The man in question was Ken McGeogh. Now I might be wrong here but I'm pretty sure that a shareholding in a company doesn't guarantee you access to their facilities - not even a 27% shareholding! 

What would guarantee Kibble access to the facilities they require would be a legally binding contract. You know - something worded along the lines of "Kibble will get access to x facilities in return for £x for a period of x years." It might cost some money to get the document written up but I bet it would be much cheaper than £300k. 

Surely you also heard the part where Kibble's Jim Thomson said he would be quite happy to consider gifting the shares to SMISA once the deal is done. Tell me, why would he do that if the shares were important to guaranteeing their access to facilities? 

I don't blame you for watching the video and being positive Jaybee. It took me a few days afterwards to think about what I'd seen and heard. But for me, unfortunately, it raised more questions than answers. 

Well, let's just hope I am correct in my interpretation.

[faraway saint]

Jeezo, best win we've had in years and people still posting in here. 😜

Back burner guys, it's a football forum. 

[BuddieinEK]

It does appear on the SMISA webpage

https://www.smisa.net/buythebuds/kibble-vote

Under Interim Phase

Then under majority fan owned phase

They also referred to it at the meeting which is available on video where they state that each party has a right to a veto on "all major decisions at the club" - in other words any Ordinary Resolutions. 

 

Under normal conditions any shareholder in any company holding a minimum of 25% of the shares has the right to veto any Special Resolutions only. 

 

The veto being granted to Kibble in this deal is greater than the legal requirement. Particularly unusual is the ability to veto the clubs business plan. They would also have the power to veto anyone that the SMISA membership voted in to represent them on the club board. 

Nothing to worry about really.

What alarm bells?

 

What could possibly go wrong there?

 

Kibble are just protecting their investment, or so I was told!

 

Here's me thinking SMISA had invested even more.

 

No matter how much this is played down or justified, there is the potential for some real scary shit in the future.

 

[bazil85]

8 hours ago, Dickson said:

BinEK asked you previously if you were at the "Armageddon meeting". You claimed you "couldn't remember" but that you "thought you probably were at it". I was at it with a number of others. I will never forget it. I doubt any of the other St Mirren fans in the room that day will ever forget it either. 

I'm going to ignore the rest of your post Bazil cause what I've learned is that actually engaging with you only serves to derail the thread. 

Ah right okay, I misinterpreted what meetings you could be meaning regarding "boardrooms" not sure how relevant the emoji was for that one but fair enough... I doubt your claim it was an unforgettable meeting is true, it was eight years ago and the right outcome was ultimately achieved. Suppose a lot of fans will find League Cup victory and promotions more "unforgettable" than unethical whispers of voting new clubs into a top flight. All about outlooks. 

Just stick to trying to derail any positivity regarding our football club eh? IMO Nothing overlay new has came up in this thread in days, it is long since derailed. 

[bazil85]

8 hours ago, Dickson said:

The vote hasn't closed yet. Maybe it's better to just hope that I am wrong in my prediction and that SMISA members will, for once in their life, actually read and think through the proposal and vote against it. 

 

A proposal that is "exactly" what you are after... Let's not forget you were wrong regarding the original BTB given it's success to date. Claims of regulatory breaching, untoward activity, miss-selling, all were your misinterpretation. 

Feel it would actually be fair to say you're the one that needs to actually read through and understand content regarding the fan ownership of our club.