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Lord Pityme

Kibble/SMiSA Partnership Proposal (Merged)

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2 hours ago, Lord Pityme said:
2 hours ago, Brilliant Disguise said:
Its like an Advent Calendar of smear. Today window opened Lets roll out the “added income to the club”.
If the vote is yes and GLS is gone who is the next target for your malevolence.
Heard a rumour that Kibble are to appoint a Richard A to the board. Now that would be funny

Have you passed the smear test?

He canny pass a sneer test never mind a smear.  :rolleyes:  

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I find it incredible that elected representatives of the SMiSA membership don't feel the need to read what the fans are saying. I also find it pretty remarkable that St Mirren supporters - as the committee at SMISA claim to be - would be happy and comfortable with the proposal as it is worded especially having had the concerns highlighted to them. 
If everything was as benevolent as they claim it is I'd have thought there would at least have been a rewording of the proposal so that there is clarity and a statement addressing the concerns. 
Instead again they want this to pass on a nod and a wink. 
 
Did you read the line highlighting their disdain of bawa and its followers?
They truly believe they are 'better' saints fans with that attitude.

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1 hour ago, Dickson said:

So why have it in the agreement?

If I send you a contract saying I want the power to clear your bank account and sell your house, and verbally assure you I probably won't use that power - would you sign it? 

Ridiculous comparison but as I have said before (and they have) it’s to protect their investment. By your argument should absolutely anything not very likely be removed from all contracts? 
 

The nature of this deal is very likely that a strong st Mirren will be mutually beneficial. You would say no because of the tiny risk that the kibble would start doing things contrary to the best interest of our football club. By your requirements, no business deal would ever get completed. 

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1 hour ago, Dickson said:

I find it incredible that elected representatives of the SMiSA membership don't feel the need to read what the fans are saying. I also find it pretty remarkable that St Mirren supporters - as the committee at SMISA claim to be - would be happy and comfortable with the proposal as it is worded especially having had the concerns highlighted to them. 

If everything was as benevolent as they claim it is I'd have thought there would at least have been a rewording of the proposal so that there is clarity and a statement addressing the concerns. 

Instead again they want this to pass on a nod and a wink. 

 

Imagine if they have a basic awareness of this forum, they will treat your kind of concerns with the caveat they deserve given your track record. 
 

They have addressed fan questions and issues on this subject but don’t feel the need to change it. Seems many agree with that. Probably because it is such a small risk, the right call is to accept it. 

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1 hour ago, bazil85 said:

Ridiculous comparison but as I have said before (and they have) it’s to protect their investment. By your argument should absolutely anything not very likely be removed from all contracts? 
 

The nature of this deal is very likely that a strong st Mirren will be mutually beneficial. You would say no because of the tiny risk that the kibble would start doing things contrary to the best interest of our football club. By your requirements, no business deal would ever get completed. 

Then why do Smisa not got votes in place?

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6 minutes ago, waldorf34 said:

Vetoes

We would have a "veto" if that's what we're calling it. We would own 51% of the share, the Kibble wouldn't be able to pass anything they wanted without our directors agreement. 

As per the email I shared, veto isn't really the right term, it's points that require "mutual agreement" and IMO the Kibble and SMFC will likely more often than not be pulling in the same direction so it's a very low risk. 

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We would have a "veto" if that's what we're calling it. We would own 51% of the share, the Kibble wouldn't be able to pass anything they wanted without our directors agreement. 
As per the email I shared, veto isn't really the right term, it's points that require "mutual agreement" and IMO the Kibble and SMFC will likely more often than not be pulling in the same direction so it's a very low risk. 
With £300k in his skyrocket you better believe the chairman will be 'pulling' the way Kibble want.

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Just now, Lord Pityme said:
3 minutes ago, bazil85 said:
We would have a "veto" if that's what we're calling it. We would own 51% of the share, the Kibble wouldn't be able to pass anything they wanted without our directors agreement. 
As per the email I shared, veto isn't really the right term, it's points that require "mutual agreement" and IMO the Kibble and SMFC will likely more often than not be pulling in the same direction so it's a very low risk. 

With £300k in his skyrocket you better believe the chairman will be 'pulling' the way Kibble want.

The money he's getting back is less than what he would have if he just hadn't entertained BTB at all and left the cash in the bank for a few years. If you really think his motivation behind this is money, he's made a very silly life choice with his cash. Again just shows a baseless attack on someone you clearly have a vendetta against. 

Likeliness is we'll be pulling in the same direction. You've performed a complete 180 where you now think it's a bad thing that our clubs future might be more community focused based on a charitable business partner.

Noticed that your hatred is so strong that you'd refuse to attend home matches because it could indirectly support charity. 🤣

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7 minutes ago, turrabuddie said:

Well, I haven’t read all the posts on this thread (that would have killed me), but I have read enough to have got the jist of the major issues and concerns that have been raised.

I have now voted.

You willing to share or keeping it private? Of course fine to keep it to yourself but would be interesting to know if some debate on here swayed you either way. 

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8 minutes ago, Dickson said:

Has anyone at SMISA read the Companies Act? 

I can't believe I did but that's what Bazil got me to do with my spare time this afternoon. 

The assurances offered are completely bogus. 

The companies act states that to pass any Special Resolution a company requires to get a 75% majority vote. Therefore any shareholder with 25% of the shares is able to block every Special Resolution and to block any compromise agreement with any members or class of members. That is nothing to do with the SMISA proposal here - it's the law as stated under the Companies Act. 

In this case though those powers given to the minority shareholder have been extended. Even if Baz's contact on the SMISA committee is correct and it is specifically restricted to the examples listed on the proposal document on the SMISA website it means they can block the clubs business plan, block the selection or deselection of any directors, and they can block the appointment of any sponsors. SMISA members couldn't overrule them because their power of veto over these issues have been extended - presumably meaning that to pass any of those resolutions it would require a 75% majority. 

This is, according to my business lawyer friend, highly unusual in business. 

I could quote numerous websites to back me up as well. 

This one explains the various rights of shareholders as they pass certain thresholds. I would ask that everyone read it

https://www.gannons.co.uk/expertise/shareholder-rights-solicitors/minority-shareholder-rights/

Or they could not, SMFC and the Kibble could work together as a very successful partnership that realise the success of SMFC is beneficial to all.

Does risk exist? Yes, as it does in any business or any form of a BOD. Is it very likely the risk will materialise regarding blocking business plans, deselecting democratically picked directors or blocking major sponsors (not any sponsor as you've said). Not very likely. Risk worth taking I would say. 

You've made your view very clear (I think it was inevitable you'd be against any form of BTB TBH), as have I. Your view that people should be rejecting a deal and mine that it should be accepted I'm sure has been noted. 

 

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31 minutes ago, Dickson said:

Has anyone at SMISA read the Companies Act? 

I can't believe I did but that's what Bazil got me to do with my spare time this afternoon. 

The assurances offered are completely bogus. 

The companies act states that to pass any Special Resolution a company requires to get a 75% majority vote. Therefore any shareholder with 25% of the shares is able to block every Special Resolution and to block any compromise agreement with any members or class of members. That is nothing to do with the SMISA proposal here - it's the law as stated under the Companies Act. 

In this case though those powers given to the minority shareholder have been extended. Even if Baz's contact on the SMISA committee is correct and it is specifically restricted to the examples listed on the proposal document on the SMISA website it means they can block the clubs business plan, block the selection or deselection of any directors, and they can block the appointment of any sponsors. SMISA members couldn't overrule them because their power of veto over these issues have been extended - presumably meaning that to pass any of those resolutions it would require a 75% majority. 

This is, according to my business lawyer friend, highly unusual in business. 

I could quote numerous websites to back me up as well. 

This one explains the various rights of shareholders as they pass certain thresholds. I would ask that everyone read it

https://www.gannons.co.uk/expertise/shareholder-rights-solicitors/minority-shareholder-rights/

Please advise the masses what falls in to a “Special Resolution”  And how it falls in to this perception that the Veto block everything

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2 minutes ago, Dickson said:

I'll let the spinners do their spinning but IMO this needs highlighted! 

Why would ANY St Mirren fan vote in favour of a legal agreement that takes the power away from the supporter elected board of directors and gives extended powers of veto to a Third Party and in particular why would they do this in return for a cash investment into the club of exactly £0.00? More to the point why would anyone who claims to be a representative of the supporters of the club let this agreement get on the table for members to vote on! This is not at all what the Independent Supporters Association is about, and this is not what fan ownership is about! 

I fear it's all too late and that the SMISA members will vote this through but what really SHOULD be happening is that St Mirren fans everywhere should be sending a resounding message to the club and to SMISA that whilst they are in favour of working with community groups they are completely against giving any third party the power to veto the club board! 

 

You made similar posts at the start of BTB, they continued for sometime after. You have been very consistently wrong on your take of fan ownership as it applies to St Mirren. Why on earth should anyone think this time it will be different? 

We know how condescending you can be in not given SMISA members credit to be able to make their own informed decisions (irony overload given your ill-informed take of the original deal). But it's perfectly reasonable for fans to come to a conclusion that linking up with a very successful charity, that have the Renfrewshire community at the heart of the great work they do, is a good thing. 

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On 2/19/2020 at 1:34 PM, Lord Pityme said:

Again...sigh...I have nothing but respect for the work Kibble do, and who it benefits.

The facts are Smisa and the club are stating all that Kibble will do in this proposal will benefit the local community.

When in fact it will benefit young people, and perhaps their communities across the uk.

For me charity begins at home!

Look at the phenomenal response to the 12 days of xmas food bank appeal.

Local people, followers of the club coming together to benefit their own.

That's what the club and smisa should be targeting not simply shifting responsibility for looking good to Kibble.

Here's what it should look like...

https://www.foundationoflight.co.uk/

 

We should be building our own charity, rather than letting one build itself in our nest.

We need to build partnerships that make our club fans and community more resilient. Read through this... we could easily team up with a club charity like this to learn how to build our own.

https://www.foundationoflight.co.uk/business/

 

 

The Foundation of Light appears to be an excellent model of a Charity working alongside it's parent organisation, however suggesting this would be the model for SMFC to follow is not straight forward, as there are vast differences between the 2 Clubs and their abilities.

FOL is a charity associated to Sunderland AFC

Sunderland has a turnover generally over £100m and more when in the premier league

Sunderland has a Stadium that can seat 49,000 people

Sunderland AFC has a far larger core staff than SMFC with all manner of skills and abilities, and facilities at their disposal.

Sunderland AFC also has large Debt Levels.

FOL as a charity has a group of Trustees who are all nationally known names incl. Kate Adie OBE, Sir Tim Rice, George Clark, Paul Collingwood MBE, Steve Cram CBE, Baroness Estelle Morris, Sir Peter Vardy, Sir Robert Murray CBE, Lady Tanni Grey-Thompson.

FOL received over £400,000 from Sunderland AFC  in a recent financial year in cash and kind by providing free seats, facilities, etc.

So in that case it looks like the bigger company assisting the smaller charity to allow it to grow.

 

SMFC has a turnover of £3m - £4.5m depending on where we are and how we are trading. Kibble has £32m turnover and vastly superior resources and business know-how.

SMFC has a Charitable Foundation, is involved in Street Stuff, Community Projects, etc. etc. which we do reasonably well with, I think!

If we multiplied our turnover to match that of Sunderland i.e x 30, I think our charity and community work would look pretty astounding.

We don't have the Stadium or the fanbase to achieve that, and we don't have the national household names with the pull they have to call on as trustees.

So for me following that model would not fit SMFC's profile as well as it does for Sunderland.

However, as far as I can see, we do have an opportunity with the proposed Kibble involvement with the club, including their proposed board member places and 27.5% shareholding, to achieve a lot of the things that we would wish for from our Club, as majority owners, if the venture can achieve growth for both through joint participation throughout the business.  Kibble doesn't have directors looking to increase their personal dividend on profits, they have paid employees, some of which are on the Kibble Board of Directors, who strive to create profit and growth to re-invest in the charity to reach and help more Children and Young People in real need, and above that a group of Trustees who are in place to oversee the safe evolution of a Charity which has existed since 1841. I don't think they present a hidden threat to us.

If the "veto" or not "Mutually Agreeing Card" is used continually by either side, in which case no progress would be made on a plan, proposal, or other event being discussed, this might suggest that the future aims of both parties have diverged from the original aims,  then I would imagine that the agreement that should be reached is that the partnership isn't working anymore, and that to dissolve the partnership may be the best route, either by Kibble offering to sell their shares to SMISA as agreed, or as was suggested perhaps donate them back as a gift to SMISA/FANS but essentially St. Mirren Football Club. I don't see any huge pitfall in any of that, and I honestly don't see Kibble using the "veto" to achieve their own ends while disregarding the club, as their reputation is one thing they would not want to tarnish.

So I have decided to vote for the proposal today.

Gordon Scott getting his money back earlier or profiting from the sale of the extra 8% of shares is neither here nor there, as he was the one person who put his hand in his pocket and allowed the club to move on four years ago. 

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The Foundation of Light appears to be an excellent model of a Charity working alongside it's parent organisation, however suggesting this would be the model for SMFC to follow is not straight forward, as there are vast differences between the 2 Clubs and their abilities.
FOL is a charity associated to Sunderland AFC
Sunderland has a turnover generally over £100m and more when in the premier league
Sunderland has a Stadium that can seat 49,000 people
Sunderland AFC has a far larger core staff than SMFC with all manner of skills and abilities, and facilities at their disposal.
Sunderland AFC also has large Debt Levels.
FOL as a charity has a group of Trustees who are all nationally known names incl. Kate Adie OBE, Sir Tim Rice, George Clark, Paul Collingwood MBE, Steve Cram CBE, Baroness Estelle Morris, Sir Peter Vardy, Sir Robert Murray CBE, Lady Tanni Grey-Thompson.
FOL received over £400,000 from Sunderland AFC  in a recent financial year in cash and kind by providing free seats, facilities, etc.
So in that case it looks like the bigger company assisting the smaller charity to allow it to grow.
 
SMFC has a turnover of £3m - £4.5m depending on where we are and how we are trading. Kibble has £32m turnover and vastly superior resources and business know-how.
SMFC has a Charitable Foundation, is involved in Street Stuff, Community Projects, etc. etc. which we do reasonably well with, I think!
If we multiplied our turnover to match that of Sunderland i.e x 30, I think our charity and community work would look pretty astounding.
We don't have the Stadium or the fanbase to achieve that, and we don't have the national household names with the pull they have to call on as trustees.
So for me following that model would not fit SMFC's profile as well as it does for Sunderland.
However, as far as I can see, we do have an opportunity with the proposed Kibble involvement with the club, including their proposed board member places and 27.5% shareholding, to achieve a lot of the things that we would wish for from our Club, as majority owners, if the venture can achieve growth for both through joint participation throughout the business.  Kibble doesn't have directors looking to increase their personal dividend on profits, they have paid employees, some of which are on the Kibble Board of Directors, who strive to create profit and growth to re-invest in the charity to reach and help more Children and Young People in real need, and above that a group of Trustees who are in place to oversee the safe evolution of a Charity which has existed since 1841. I don't think they present a hidden threat to us.
If the "veto" or not "Mutually Agreeing Card" is used continually by either side, in which case no progress would be made on a plan, proposal, or other event being discussed, this might suggest that the future aims of both parties have diverged from the original aims,  then I would imagine that the agreement that should be reached is that the partnership isn't working anymore, and that to dissolve the partnership may be the best route, either by Kibble offering to sell their shares to SMISA as agreed, or as was suggested perhaps donate them back as a gift to SMISA/FANS but essentially St. Mirren Football Club. I don't see any huge pitfall in any of that, and I honestly don't see Kibble using the "veto" to achieve their own ends while disregarding the club, as their reputation is one thing they would not want to tarnish.
So I have decided to vote for the proposal today.
Gordon Scott getting his money back earlier or profiting from the sale of the extra 8% of shares is neither here nor there, as he was the one person who put his hand in his pocket and allowed the club to move on four years ago. 
The size in the case is irrelevant, it's what we do with it that matters!

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1 hour ago, bazil85 said:

You made similar posts at the start of BTB, they continued for sometime after. You have been very consistently wrong on your take of fan ownership as it applies to St Mirren. Why on earth should anyone think this time it will be different? 

We know how condescending you can be in not given SMISA members credit to be able to make their own informed decisions (irony overload given your ill-informed take of the original deal). But it's perfectly reasonable for fans to come to a conclusion that linking up with a very successful charity, that have the Renfrewshire community at the heart of the great work they do, is a good thing. 

Given the volume of contributions made on this topic (and I have not read every one of them) there is one concern which for me stands out - the power of veto.  Ostensibly, Kibble being a charity, has charitable ambitions but at the same time by investing the substantial sum of £300,000 they must also be financially prudent and would in theory and in law, veto a decision which went against the grain of their first allegiance, Kibble.  This means that SMISA do not have the level of ownership as envisaged by all who, like me, initially to contributed to.  The reality of Kibble's participation from SMISA's view is one of TRUST and in business this can quite easily evaporate.  

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9 minutes ago, Desperately Seeking Susans said:

Given the volume of contributions made on this topic (and I have not read every one of them) there is one concern which for me stands out - the power of veto.  Ostensibly, Kibble being a charity, has charitable ambitions but at the same time by investing the substantial sum of £300,000 they must also be financially prudent and would in theory and in law, veto a decision which went against the grain of their first allegiance, Kibble.  This means that SMISA do not have the level of ownership as envisaged by all who, like me, initially to contributed to.  The reality of Kibble's participation from SMISA's view is one of TRUST and in business this can quite easily evaporate.  

In theory this risk exists but as I have said before, risks exist in every business. Is it really a risk that would cause us to throw away all the potential benefits? 
 

yea Kibble might in the future vote down a major decision that is to the financial detriment of St Mirren but is that very likely? I don’t think so. 

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Given the volume of contributions made on this topic (and I have not read every one of them) there is one concern which for me stands out - the power of veto.  Ostensibly, Kibble being a charity, has charitable ambitions but at the same time by investing the substantial sum of £300,000 they must also be financially prudent and would in theory and in law, veto a decision which went against the grain of their first allegiance, Kibble.  This means that SMISA do not have the level of ownership as envisaged by all who, like me, initially to contributed to.  The reality of Kibble's participation from SMISA's view is one of TRUST and in business this can quite easily evaporate.  
Totally agree.
That's my concern too.

Would have been very easily rectified with a well worded legally binding agreement that could suit both parties... But hey... I'm sure there must be a reason for including this in the deal... even if nobody can or will properly and openly answer it.

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3 hours ago, turrabuddie said:

Well, I haven’t read all the posts on this thread (that would have killed me), but I have read enough to have got the jist of the major issues and concerns that have been raised.

I have now voted.

Me too Turrabuddie although unfortunately I have read every post!!

Plunge taken and vote made

 

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Its like an Advent Calendar of smear. Today window opened Lets roll out the “added income to the club”.

If the vote is yes and GLS is gone who is the next target for your malevolence.

Heard a rumour that Kibble are to appoint a Richard A to the board. Now that would be funny

Irrespective of what you think of LPM and his posts it's entirely relevant to ask what tangible added income this deal will bring.

 

To date, as far as I can see, all I can see is GS quoting £500 a week saving on the catering at the training ground. That's about £20k a year as we won't open it 52 weeks a year.

It amounts to a six month deal for a championship player.

 

If that's enough for folk to vote Yes then fine.

 

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9 minutes ago, TPAFKATS said:

Irrespective of what you think of LPM and his posts it's entirely relevant to ask what tangible added in one this deal will bring.

To date, as far as I can see, all I can see is GS quoting £500 a week saving on the catering at the training ground. That's about £20k a year as we won't open it 52 weeks a year.
It amounts to a six month deal for a championship player.

If that's enough for folk to vote Yes then fine.

Is it normal business practice to outline the amount of money to be made from potential savings, before one company invests in another?

I'm asking, because I don't know.

Edited by FTOF

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