Kibble/SMiSA Partnership Proposal (Merged)

[FTOF]

9 minutes ago, Dickson said:

Is that not the very definition of asset stripping?  

No.

 

[TediousTom]

Be very wary people, be very wary indeed.

 

Lets assume for a moment that the "people from Kibble" are being genuine in this wonderful proposal (they really might be).  That is wonderful, Kibble will be the bestest pals we ever had.  The club and Kibble will hang out together and all will be rosy in the garden of Paisleyshire.  Together the Smisa top dogs and the Kibble bastions can happily back slap one and other all the way to Asda and back.  Such happy frolicking as mutual admiration allows everyone to feel warm, secure and snug.

 

Now lets think for a moment about the "people from Kibble".  These wonderful people who profess to shit black and white will not be in post forever.  You see that's the thing about employee's, at some point they leave, move up or retire.

 

So what happens when the next generation of "people from Kibble" come along?  What happens when they are ruthless, crabbit arseholes who care not for the petty bickerings of Smisa?  What happens when the next generation of "people from Kibble" have no respect for even Smisa premium members and Smisa no longer have the free reign that it was supposed to?  What happens when the authority of the almighty Smisa premium top dogs is diluted by the huffy Kibble people?  What happens when Smisa is hamstrung to the extent that it is less efficient in carrying out its role as a Theresa May promised Brexit?

 

Don't be fooled by voting away your influence.  Utter fools.

[St.Ricky]

1 hour ago, portmahomack saint said:

So now you have the answer, be interesting to know what you think, am sure you have a opinion Ricky,  don't be shy faraway's at the bookies 

I have supported St Mirren since 1974. There have been many boardroom and Shareholder changes over this period. The worst thing for the club has been when this created instability and lack of a clear path forward. The most recent if these was resolved initially by the group of shareholders who, working in concert, led the move from Love Street and the subsequent sale of shares to GLS which was effectively underwritten by the undertaking given by SMISA to buy these by a given date. This created stability. 

I've already said that I care not when GLS gets his money back. That's a red herring. I don't know enough about either the constitution if SMISA or the deal itself to comment but have said that, whether or nor it is legally required it would be best practice to hold an EGM at which 75% of the votes were required to pass the resolution. Again, if the deal is as good as its said to be by its proponents then they should welcome and not worry about it.

The outcome of this would then have the backing of the vast majority of members and lay the foundations for a stable handover and the future operations of the board. 

As for Kibble. Not unhappy, in principle, to their involvement. In fact, I see potential benefits for the Community and Supporters. That's what all this is about.. Isn't it. 

I would/will remain in the same position.. A non shareholding fan who looks to the board and Shareholders to provide a stable environment in which the club can move forward as a football club and as a community asset. 

[bazil85]

58 minutes ago, Dickson said:

Bazil I read this from you this morning and it didn't ring true to me. I'll admit it's not an area of strong expertise from me although I do like to dabble in shares every now and again. So I emailed a friend of mine who works as a Fund Manager for HSBC to ask him if he was aware of any company where a minority shareholder could veto the will of the majority on every major decision it made. He has emailed me back saying that he cannot think of any. 

A shareholding of more than 25% does allow a minority shareholder to block certain special resolutions like changing the name of the company, or new articles of association, and he did go on to say that usually a 27% shareholding would come with a large amount of influence, usually because that would represent a fairly significant block of votes. But ultimately a shareholding of 27% wouldn't give you the required number of votes to block the will of the rest of the shareholders when it comes to how they wish to run their business. 

 

 

47 minutes ago, Dickson said:

Just to add to this Bazil, now I know the terminology required, I found this article which is perhaps clearer than my post. 

https://www.stephens-scown.co.uk/corporate-commercial/minority-vs-majority-shareholders-do-you-know-your-rights/

As you can see it is pretty unusual for a situation to exist where a minority shareholder would be able to block the business from doing a deal with a specific customer - or in this case a sponsor. So why have these extra powers of veto been given away? 

Like I say, red herring for me. I can’t think of any logical reason the Kibble would use this to the detriment of a company (I’m confident our values and direction will be aligned) they have invested so heavily in and as such I am not really concerned with the nature of the “major decision” veto as it seems to have been labelled. I think there’s a certain amount of human nature involved here for some to be sceptical, for just or unjust reasons. I’ve used this example before, let’s not forget we had a fair amount of paranoia on here recently regarding the powers that come with honorary memberships for crying out loud!

Regarding your specific point, I don’t see issue with 27% shareholders having such veto powers over major decisions, I suppose it depends on the definition of major decisions but I have no interest in going to such levels. It has been well documented on here I have a lot more trusting outlook than yourself. Neither right, neither wrong they are just different outlooks. To date BTB hasn’t steered me wrong and the deal has been what I expect, as such I am happy to go on good faith with the people brokering the deal. Remember there has been lots of bluster from a handful of people on here over the years and IMO none of their concerns about BTB have came to bear fruit.

Claims it is unusual, we’d have to do a fair bit more digging than you have already (not that I require to for my vote to be yes), football fan ownership models and this type of model won’t be very often encountered, even by Fund Managers... In fact am I not right in saying this deal is unique throughout the UK? What I will say, as someone that has worked in risk management for more years than I care to count, including a fair length of time in assurance, there is nothing in the deal or that you or others have posted that overlay concerns me. I don’t see the powers of veto as been “given away” I see it more as terms of a deal to benefit all parties (who’s to say in the future the veto won’t work in our favour regarding the Kibble’s knowledge and experience?) and as I have said before, I don’t envision a situation where Kibble would use their powers to detriment a business partner. Couple that with the good faith I have built in SMISA over the years, I’m good.

[WeeBud]

1 hour ago, div said:

That is correct, it will be for the SMiSA members to decide on subscription levels post completion of the takeover, being guided by the SMiSA committee.

The membership subscriptions after BTB would be to fund the operating infrastructure of SMiSA, and I guess to continue with the very successful discretionary spend pot, plus perhaps something for a "rainy day fund".

I don't expect that to run to £20K a month.

The subscription fee will reduce, because we won't be saving up to buy a football club. It's really that simple.

I'm still pretty much on the fence with regards to which way to vote Div

I think one of my main concerns would be if there was a fall out (parting of the ways) at some point and Kibble no longer want to be a 27% shareholder and decide to off their shares. I believe that there is some sort of agreement that Kibble would give SMiSA first optionon their shares but what would happen if SMiSA didn't have the funds to purchase their block at the time of sale......is there any protection against Kibble selling to just anyone else at that point.?

That possibly ties into subscription levels and amounts where we would possibly want to make sure we have required funds to purchase in case of such a scenario which then begs the question of "why take the risk when we don't have to" unlikely as it may seem.

 

[bazil85]

1 hour ago, Dickson said:

 

Ok. Fair enough. 

So what you are both alluding to is that Kibble are getting good value from the club for their investment. Is that correct? 

If so, do you think it is morally right that Gordon Scott should be able to offer this "good value" from the club to facilitate his personal shares in the club for £300k which goes straight into his personal bank account? 

Is that not the very definition of asset stripping?  

No it is not, we've covered this. 

[bazil85]

1 hour ago, Dickson said:

Ok can you give me an example of a situation where a 27% shareholder would make a business decision that would need to be veto'd by the 51% shareholder rather than just simply voted down? 

It doesn't just affect those specific decisions. 

From the legal agreement page on the SMISA website. Not the phrase - "These will include"

Stuart the article you sent me to read includes e.g. regarding what a shareholder over 25% can vote down. This is nothing more than double standards. There looks like very little difference bar the specific examples closely aligning to a football club. 

https://www.stephens-scown.co.uk/corporate-commercial/minority-vs-majority-shareholders-do-you-know-your-rights/ 

[Sonny]

Lots of questions being asked here where definitive answers do not exist as this forum is not the vehicle for giving definitive answers.

Maybe if people want clarification or raise points then they contact SMiSA / Kible  / GS instead of speculating on here.

[beyond our ken]

1 hour ago, div said:

Not during the transition phase when there will be no clear majority shareholder.

Why have a transition phase at all?

[bazil85]

Just now, Dickson said:

If the veto is such a benevolent element to this whole deal then it should be very easy for SMiSA to ask for it to be removed, surely? 

Why leave the door open to a third party blocking, or frustrating the will of the membership? 

I think you are being naive Bazil. Take the power of veto away and if Kibble are still happy with the deal then so will I. 

Looking at Div's clarity and quoting the deal it looks like the veto is in line with what your pal has told you. The only difference in the examples both give are one is closer to relevant matters for a football club. 

I don't think it will frustrate the will of the membership, as usual on these matters you and a small number of others seem like a relative outlier. If it isn't concerning others and if the goodwill extends to enough people, no real drama. 

This claim has been made to me many times throughout BTB, yet to be disappointed. I think we have adequately identified now that the veto is in line with other 25+ business arrangements, football fan ownership models though, who knows. 

[bazil85]

1 minute ago, Dickson said:

We covered it, but the only reason I rolled back on the allegation was because on watching the video I took the view that Gordon Scott wasn't selling his shares off the back of selling services and goods that didn't belong to him. However here we have both Div and FTOF stating that Kibble will be getting back more than £300k worth from the club in return for their money. FTOF even goes so far as to say that he would CHARGE MORE! 

Now if what they are saying is correct then it is indeed the very definition of asset stripping. Gordon Scott would be selling off goods and services that belong to the Ltd Company, purely for his financial gain. He would also be ignoring the rights of all the other shareholders in the company. 

 

Sorry Stuart but you're just wrong on this. The nature of the Kibble getting back more than they put in (hopefully) is the nature of growing a business, the aim is the same happens for SMFC.  The whole reason for the deal is to mutually benefit both sides, that's the goal and you've even went as far as saying this is exactly the deal you'd be looking for, for SMFC.

That is not asset stripping, there is nothing about this that's asset stripping, the restructuring of a share sell is just not what you seem to think it is. Using expressions like that, knowing the negative connotations just shows your negative outlook on all things BTB has gone nowhere. 

[bazil85]

1 minute ago, Dickson said:

No Bazil.

A business decision to invest in astroturf rather than grass would be an ordinary resolution, as would selling sponsorship rights. You should also remember that the list SMISA has provided is not exhaustive. It states clearly that the veto would apply to decisions that "include".......

 

 

I disagree, I think those kind of votes should come under special.

I know the list isn't exhaustive it isn't exhaustive on the website either. The very nature of these kinds of lists means they  almost universally cant be exhausted. Your pal at HSBC will confirm if you don't believe me. Once again it's very clear you are clutching onto any point you can be negative on. 

[bazil85]

4 minutes ago, Dickson said:

Div misquoted the deal by claiming that the list was exhaustive. It's not. 

You're splitting hairs. 

[Lord Pityme]

I'm sorry Bazil but it is you who is wrong. 
The mutual benefits would be a red herring if Gordon Scott has sold goods and services provided by St Mirren FC Ltd to his own financial gain. 

A member of smisa cannot benefit from that membership. Scott needs smisa to agree to sell his shares. He is benefitting contrary to the smisa constitution.
It is against the legislation governing Community Benefit Societies

[bazil85]

1 minute ago, Dickson said:

I'm sorry Bazil but it is you who is wrong. 

The mutual benefits would be a red herring if Gordon Scott has sold goods and services provided by St Mirren FC Ltd to his own financial gain. 

You clearly have issue with GLS, we all know that. It's clearly went nowhere in your time away from the website.

It's coming out very clearly in ridiculous claims that St Mirren are getting asset stripped in this deal (that in other posts you have said is exactly what you'd want, mental). Fortunately you're one of those posters who's comments get largely rebuffed due to a clear vendetta. 

[Lord Pityme]

And theres Bazil's white flag being raised with the old"youve got a vendetta etc.. etc.."

[bazil85]

2 minutes ago, Dickson said:

I haven'g got any to split. 

The fact is though he misquoted it, and you are now taking his mis-quote as the "clarity" to back your argument. 

If Kibble can veto ordinary resolutions like who St Mirren can sell sponsorship rights to then it opens the door for all manner of decisions that could be veto'd. 

By your own argument we can take the e.g. in the website you quoted to mean all companies have an exhaustive list of aspects 25%+ shareholders can veto. The e.g. or "including" comments are used as caveats in business all the time. You're making way to big a deal out of it than it is IMO. Standard. 

As I have said before, I don't see it as being an issue in this business partnership. Guess we'll see if the vote goes through. 

[bazil85]

1 minute ago, Lord Pityme said:

And theres Bazil's white flag being raised with the old"youve got a vendetta etc.. etc.."

It's completely factual, you are the same. Thousands of posts to evidence this. 

[bazil85]

3 minutes ago, Dickson said:

Well you are wrong. 

Kilmarnock FC took the decision to go from grass to plastic - their board simply announced the decision at the clubs AGM, they didn't even have a vote on it. Same at Hamilton. 

It's clear who's had the far better record on BTB regarding right or wrong. I don't like your chances of starting to gain some ground back on that with this vote. We don't need to have the same consideration for special resolution as Hamilton and Kilmarnock by the way. . 

2 minutes ago, Dickson said:

Nonsense. I have no issue with Gordon Scott at all. I don't know the man. I'm simply stating that what Div and FTOF have presented as the deal would be asset stripping. 

You absolutely do. And that's absolutely wrong, they are not. 

Edited February 11, 2020 by bazil85

[BuddieinEK]

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.
 

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

Holy moley... Seriously?

That doesn't concern you?

[bazil85]

Just now, Dickson said:

The document I quoted was clear about the legal right of a minority shareholder. Owning 25% of the shares allows you a veto for Special Resolutions only. 

By arguing against this you are showing that you really don't know. Instead of trying to spread muck why not deal with what you do know. 

You're making a massive deal out of something that is not. It's been one of your go to's regarding BTB and you're proving that hasn't gone away. 

[bazil85]

Just now, Dickson said:

Oh dear Bazil - you carry on making a fool of yourself. 

You've also said that many times before, almost four years later on BTB it's very clear who was making the foolish claims... 

[div]

13 minutes 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.

[Wilbur]

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.

 

 

[stlucifer]

1 hour ago, Iamhammer said:

Don't get how it protects SMISA, they will be the major shareholder, that already gives them veto surely? 

The important phrase is,

"In the interim".