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Lord Pityme

Kibble/SMiSA Partnership Proposal (Merged)

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20 hours ago, Lord Pityme said:

Nothing stopping smisa members proposing that smisa buy the shares Scott is punting?

 

How would that work?  SMiSA already have around 30%, GLS is selling 27.5% to Kibble (if approved).  If SMiSA bought them they would have over 57% and would therefore not need GLS's other 20% of shares.

 

16 minutes ago, Doakes said:

Sometimes some very good points are raised on here. I wish people could argue without making points that they cannot back up with evidence. Looking forward to the meeting 

 

Wasting your time Doakes.  I asked for evidence of assertions and just got accused of (paraphrasing) not bringing anything to the discussion.  Weirdly enough, it has happened on different threads and came from the two people who normally disagree most vehemently on this forum.  Maybe it just shows that being too far to either side makes you unable to see anybody else's view and unable to accept criticism or questioning.

 

Anyway, back on the topic title - no, neither SMFC or SMiSA are teetering on the brink.

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SMISA's constitution states that any amendment to the Society rules would need an extraordinary resolution which would require 75% of the votes cast at an EGM for the change to pass. An ordinary resolution would just need a simple majority. It will be interesting to see how the SMISA committee intend to treat this proposal by which voting structure they choose to put in place. 

779391733_Annotation2020-02-03131932.png.3efe36f9182ae4d60edbe9820f5163ff.png

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I cant make it on Thursday. I do hope someone makes it along to establish 'what's in it for them'.

I contacted SMiSA to check whether the meeting will be recorded and made available to view for members unable to attend and I’m pleased to report that it will be.
Going to need to order more popcorn.

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1 minute ago, Dickson said:

SMISA's constitution states that any amendment to the Society rules would need an extraordinary resolution which would require 75% of the votes cast at an EGM for the change to pass. An ordinary resolution would just need a simple majority. It will be interesting to see how the SMISA committee intend to treat this proposal by which voting structure they choose to put in place. 

779391733_Annotation2020-02-03131932.png.3efe36f9182ae4d60edbe9820f5163ff.png

Same voting procedure as normal via Very Connect system 

Simple Majority of those who vote wins

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Just now, alanb said:

Same voting procedure as normal via Very Connect system 

Simple Majority of those who vote wins

So a change to the whole offer to the membership of SMISA is an "ordinary resolution"? 

That doesn't seem constitutional to me. 

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5 minutes ago, Dickson said:

SMISA's constitution states that any amendment to the Society rules would need an extraordinary resolution which would require 75% of the votes cast at an EGM for the change to pass. An ordinary resolution would just need a simple majority. It will be interesting to see how the SMISA committee intend to treat this proposal by which voting structure they choose to put in place. 

779391733_Annotation2020-02-03131932.png.3efe36f9182ae4d60edbe9820f5163ff.png

Perhaps I AM being a bit dim here.......................BUT what doe sit matter re SMISA rules and regs, if GS decides to sell shares to Kibble, how does SMISA rules have any relevance, or am I REALLy being dim?

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51 minutes ago, St.Ricky said:

I take it you mean taken. 

Ricky...  I would move out of your glass house before I started lobbing spelling bricks...   :rolleyes:

 

5 minutes ago, St.Ricky said:

My preference would be an all out attacking blitz but 8 doubt that would be successful. In truth, we need to be clever and vary our tactics during the game so I expect a bit of both. Hamilton are losing more goals than previously. 

 

3 hours ago, St.Ricky said:

Very suscinctly put in your own inimitable way. COYS 

 

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1 minute ago, jaybee said:

Perhaps I AM being a bit dim here.......................BUT what doe sit matter re SMISA rules and regs, if GS decides to sell shares to Kibble, how does SMISA rules have any relevance, or am I REALLy being dim?

the difference is the number of shares that SMISA can buy-current agreement is for SMISA to take a 75% holding but that will not happen if GLS sells his shares, so SMISA has to propose the change and vote on it

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2 minutes ago, beyond our ken said:

the difference is the number of shares that SMISA can buy-current agreement is for SMISA to take a 75% holding but that will not happen if GLS sells his shares, so SMISA has to propose the change and vote on it

71%

 

GLS was keeping 8% back in the original proposal. Something which I questioned at the time. Now looks like his 8% is on the table for kibble. 

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2 minutes ago, beyond our ken said:

the difference is the number of shares that SMISA can buy-current agreement is for SMISA to take a 75% holding but that will not happen if GLS sells his shares, so SMISA has to propose the change and vote on it

Is 75% in the SMiSA rules or in the BtB proposal (or both)?  I would assume that they are two different things.

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9 minutes ago, jaybee said:

Perhaps I AM being a bit dim here.......................BUT what doe sit matter re SMISA rules and regs, if GS decides to sell shares to Kibble, how does SMISA rules have any relevance, or am I REALLy being dim?

SMISA have a legally binding agreement with Gordon Scott that over the 10 year period SMISA would buy 71% of the shares in the club from Gordon Scott. 

SMISA then presented that plan to potential members and to existing members in the BtB campaign. 

The proposal now is that SMISA will only buy 51% of the shares with Kibble buying the rest from Gordon Scott. This means that SMISA will conclude their purchase of the shares required to become majority shareholders on the board earlier than initially proposed. However 51% of the shares is a different offer to what was made to the membership at the time so to me that is a change that should require an EGM and a 75% vote. 

Gordon Scott cannot do what he wants with the shares because he has committed to sell them to SMISA. SMISA would have to agree to release him from this commitment before he would be able to sell to Kibble. 

And as I've been saying all along on this thread - the question needs to be asked what is it that Kibble are being given for their money? 

The SMISA proposal also states that there would be a new legal agreement drawn up if Kibble buy the shares. 

Edited by Dickson

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Wasting your time Doakes.  I asked for evidence of assertions and just got accused of (paraphrasing) not bringing anything to the discussion.  Weirdly enough, it has happened on different threads and came from the two people who normally disagree most vehemently on this forum.  Maybe it just shows that being too far to either side makes you unable to see anybody else's view and unable to accept criticism or questioning.
 
Anyway, back on the topic title - no, neither SMFC or SMiSA are teetering on the brink.
Is that a for real question regarding how would it work if Smisa bought these 27.5% shares?

If it is? Yes smisa wouldn't need the rest of Scott's shares. And that's where all this started when the selling consortium cut him out of their deal.
Smisa could buy these shares on Thursday night, and we would be fan owned there and then!
Why is Scott going back on the agreement to sell to smisa? Kibble do not need to buy over a quarter of the club to achieve the aims they have set out.
So why are they spending £300k they dont need to? Out of the goodness of their hearts lol

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2 minutes ago, Lord Pityme said:

Is that a for real question regarding how would it work if Smisa bought these 27.5% shares?

If it is? Yes smisa wouldn't need the rest of Scott's shares. And that's where all this started when the selling consortium cut him out of their deal.
Smisa could buy these shares on Thursday night, and we would be fan owned there and then!
Why is Scott going back on the agreement to sell to smisa? Kibble do not need to buy over a quarter of the club to achieve the aims they have set out.
So why are they spending £300k they dont need to? Out of the goodness of their hearts lol

You should also be clear LPM, that the £300k isn't going into the club or to SMISA. It's going into Gordon Scotts bank account. 

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2 minutes ago, Lord Pityme said:

Is that a for real question regarding how would it work if Smisa bought these 27.5% shares?

If it is? Yes smisa wouldn't need the rest of Scott's shares. And that's where all this started when the selling consortium cut him out of their deal.
Smisa could buy these shares on Thursday night, and we would be fan owned there and then!
Why is Scott going back on the agreement to sell to smisa? Kibble do not need to buy over a quarter of the club to achieve the aims they have set out.
So why are they spending £300k they dont need to? Out of the goodness of their hearts lol

 

But could they buy them on Thursday?  That proposal too would need to be voted on, would it not.  Also, I don't assume that GLS would agree to do it as he would then be left with "worthless" shares.

 

4 minutes ago, Dickson said:

SMISA have a legally binding agreement with Gordon Scott that over the 10 year period SMISA would buy 71% of the shares in the club from Gordon Scott. 

SMISA then presented that plan to potential members and to existing members in the BtB campaign. 

The proposal now is that SMISA will only buy 51% of the shares with Kibble buying the rest from Gordon Scott. This means that SMISA will conclude their purchase of the shares required to become majority shareholders on the board earlier than initially proposed. However 51% of the shares is a different offer to what was made to the membership at the time so to me that is a change that should require an EGM and a 75% vote. 

Gordon Scott cannot do what he wants with the shares because he has committed to sell them to SMISA. SMISA would have to agree to release him from this commitment before he would be able to sell to Kibble. 

And as I've been saying all along on this thread - the question needs to be asked what is it that Kibble are being given for their money? 

 

GLS doesn't own 71% of the shares to be able to sell them.

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You should also be clear LPM, that the £300k isn't going into the club or to SMISA. It's going into Gordon Scotts bank account. 
I am clear, there perhaps are a few within the support sho think Scott has put money into the club?
The fans and Smisa are the only ones who have, and continue to finance the club.
If over a quarter of it is sold to an outside organisation then, as many have indicated that Fan Financing will stop!

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20 minutes ago, portmahomack saint said:

So you disagree with it,  I rest my case

There's a difference between disagreeing with someones opinion and blindly refusing to acknowledge their right to have one. This is my point, if you think it's just about disagreeing, you haven't understood.

If you want some proof that there are people on here that don't believe everyone has a right to opinion, see Paul McGinn thread. 

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GLS doesn't own 71% of the shares to be able to sell them.
Of course it would need a vote, and to be clear at present Scott is obliged to sell to smisa as soon as they have the funds.
Smisa could apply for a funding loan, and even a grant to make that happen. The chairman doesn't want that to happen.

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2 minutes ago, Dickson said:
9 minutes ago, jaybee said:

Perhaps I AM being a bit dim here.......................BUT what doe sit matter re SMISA rules and regs, if GS decides to sell shares to Kibble, how does SMISA rules have any relevance, or am I REALLy being dim?

SMISA have a legally binding agreement with Gordon Scott that over the 10 year period SMISA would buy 71% of the shares in the club from Gordon Scott. 

SMISA then presented that plan to potential members and to existing members in the BtB campaign. 

The proposal now is that SMISA will only buy 51% of the shares with Kibble buying the rest from Gordon Scott. This means that SMISA will conclude their purchase of the shares required to become majority shareholders on the board earlier than initially proposed. However 51% of the shares is a different offer to what was made to the membership at the time so to me that is a change that should require an EGM and a 75% vote. 

Gordon Scott cannot do what he wants with the shares because he has committed to sell them to SMISA. SMISA would have to agree to release him from this commitment before he would be able to sell to Kibble. 

And as I've been saying all along on this thread - the question needs to be asked what is it that Kibble are being given for their money? 

OK, I can see why so many people are ranting and raving: however, how sure are you of the legally binding agreement? because if that is ironclad then the choice of whether Kibble comes in or not would appear to be down to SMISA.  

I do wonder exactly WHY Kibble want to buy shares without it giving them any measure of control.........seems odd, unless of course (as someone said) it prevents the 75% required to validate major changes of policy, although I can;'t for the life of me see where the benefit to them is.

The thing the winds me up is the level of abuse GS gets (in general) but specifically re the SMISA deal, I have never met the man; but given he stepped in when others didn't, to me it gives him a certain amount of latitude simply for that reason alone, and I think he is doing what he thinks is best for the club (which at this moment is still HIS club.

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7 minutes ago, Lord Pityme said:

I am clear, there perhaps are a few within the support sho think Scott has put money into the club?
The fans and Smisa are the only ones who have, and continue to finance the club.
If over a quarter of it is sold to an outside organisation then, as many have indicated that Fan Financing will stop!

Gordon Scott has agreed to a 10 year deal to move SMFC to fan ownership, using his own cash without a penny personal profit. Lost interest/ investment capability alone, he'll be taking a bigger financial hit than any other single person on the deal. If this arrangement passes and BTB completes in five years instead of 10, his lost interest will be lessened but that fact will remain the same. 

Is there a single other person in the world that would commit to that kind of money and time to fund a fan buyout for St Mirren and not take a penny personal gain? Given the time the club was up for sale for, I'd say not. 

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14 minutes ago, Lord Pityme said:

Of course it would need a vote, and to be clear at present Scott is obliged to sell to smisa as soon as they have the funds.
Smisa could apply for a funding loan, and even a grant to make that happen. The chairman doesn't want that to happen.

 

But that would be all his shares (except the 8% previously mentioned, apparently) not just the 27.5%.  My point was that there is no way GLS would agree to sell 27.5% to SMiSA at this time, unless the agreement was changed to ensure that SMiSA would buy the rest later, so it would really be pointless for someone to propose it, as you suggested.

Edited by Slartibartfast

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I remember that being asked. He pretty much said he'd keep them though suggested that SMISA might want to buy all shares including the ones with the fans. He said that would be down to SMISA to vote on.

71%
 
GLS was keeping 8% back in the original proposal. Something which I questioned at the time. Now looks like his 8% is on the table for kibble. 

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Here's a quote from scoop1987/GLS shutup.gif back in 2011 when "The Consortium" froze him out of their deal to sell the club, it's pretty clear he's always had one eye on getting his money back, not that I blame him, however LPM is correct that when the dust settles the only people who will have put money into the club (net) are the fans.

Quote

I am not sure if this is already in the public domain but if I was Ken Mcgoech or Gordon Scott I would be well pissed off!

The following is a breakdown of where the £2million selling price would have went in 2008 and as of todays date.

2008

Stuart Gilmour 24,259 shares £403,912

George Cambell 21,209 shares £353,129

Alan Marshall 7,670 shares £127,705

Evelyn Purvis 12,842 shares £213,479

Brian McAusland 21,722 shares £361,671

Gordon Scott 15,224 shares £253,479

Ken McGeoch 17,154 shares £285,614

In late 2008 George Cambell bought 4,284 additional shares and Brian McAusland bought 5,701 shares. This allowed them to sell a controlling interest in the club without including Scott and McGeoch thus ignoring the gentlemens agreement between all board members that if they ever sold they would sell as a group.

 

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But that would be all his shares (except the 8% previously mentioned, apparently) not just the 27.5%.  My point was that there is no way GLS would agree to sell 27.5% to SMiSA at this time, unless the agreement was changed to ensure that SMiSA would buy the rest later, so it would really be pointless for someone to propose it as suggested.
The point is a couple of posters have suggested that Scott might need £300k now. If so then the only body he should be selling to, and who could pay for it if the membership agree is Smisa.
Why sell over a quarter of the club you vowed would be fan owned to another business?
The reasons given dont make sense. Kibble could achieve all the aims it states in the proposal and save itself £300k in the process.

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