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Potential questions for Kibble proposal meeting 6/2/20


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First page of the smisa constitution, item 3.

"The business of the society is to be conducted for the benefit of the community served by the club and not for the profit of its members."

I would suggest a member, getting the society to agree and facilitate, said member selling £300k worth of shares, as a member "profiting", contrary to Rule 3 of said society constitution.

The smisa Board, and this member are in direct contravention of the constitution. This serious breach requires either a Special General Meeting to be called which requires only 20 members to apply.

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You're twisting this a bit here.  They are only attempting to change who he sells them to, not whether he can sell them at all.  Either way, he will be selling them.
Not twisted at all. The society board are facilitating the sale of these shares, and want the membership to back it.
The result is a member profifing from the society's actions. Until the ten year period is up that said member has to agree any sale of his shares with the society.
I believe it's what they call a "Silver Bullet".. those bad boys doon the Kibble.. sh?
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If we reject the Kibble proposal, how long would it take to achieve fan ownership using our current model? I believe we are ahead of schedule on the original 10 year estimate. Could we not still form a partnership with Kibble without giving them such a big share of our club? 

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No, it is not a member profiting from the society's actions.  It is a change in when he "profits" (if he is indeed making a profit) and who he "profits" from.  He already has the society's permission to "profit" by selling to the society.
No you are wrong it's much simpler than that.
It is not for smisa to help sell something for one of its members. What that item for sale is means nowt!
I could ask smisa to help me sell saints scarves etc.. wether I made anything on it is irrelevant.
Smisa simple cant operate to profit its members.
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4 minutes ago, cockles1987 said:

Its estimated for having enough at the current membership levels in 3 years.

Though I do like the idea of waiting the full 10 to have a rainy day fund that I was the only proxy to support a proposal for such a thing last year.

SMISA can still complete the purchase in 2023 but maintain membership monthly subscriptions and build that rainy day fund.

After the buyout, members will need to continue paying whatever the agreed membership fee is, to maintain membership of SMISA.

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18 minutes ago, Doakes said:

If we reject the Kibble proposal, how long would it take to achieve fan ownership using our current model? I believe we are ahead of schedule on the original 10 year estimate. Could we not still form a partnership with Kibble without giving them such a big share of our club? 

SMISA will have the funds to be able to complete the purchase in 2023 and they could collaborate with Kibble for the mutual benefit of both St Mirren & Kibble without having Kibble own 1 share.

If GLS is needing the finances right now (I am not saying he does), SMISA has the funds to purchase the 27% right now & could be asking the membership to do this instead of Kibble.

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11 minutes ago, Kombibuddie said:

SMISA will have the funds to be able to complete the purchase in 2023 and they could collaborate with Kibble for the mutual benefit of both St Mirren & Kibble without having Kibble own 1 share.

If GLS is needing the finances right now (I am not saying he does), SMISA has the funds to purchase the 27% right now & could be asking the membership to do this instead of Kibble.

Does look like GLS is wanting to offload most if not all of his share holding.

Suppose then SMISA need to consider this extra expenditure and whether they want to increase their % share holding from the original 71%.

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1 minute ago, alanb said:

Does look like GLS is wanting to offload most if not all of his share holding.

Suppose then SMISA need to consider this extra expenditure and whether they want to increase their % share holding from the original 71%.

There is no extra expenditure for SMISA if they purchase what is a legally binding agreement. SMISA would be buying what they & GLS agreed as part of the deal.

This cannot be reneged on unless the SMISA membership agrees to it

I am in no doubts, it is in St Mirren' best interests to not only have a supporters group owning a majority share but to safeguard that majority shareholding, the supporters group should acquire as much of 1 % of the majority shareholding as it can. Under the current agreement, that is 71%

71% wins over 51% for me, every day of the week. 

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7 minutes ago, Kombibuddie said:

There is no extra expenditure for SMISA if they purchase what is a legally binding agreement. SMISA would be buying what they & GLS agreed as part of the deal.

This cannot be reneged on unless the SMISA membership agrees to it

I am in no doubts, it is in St Mirren' best interests to not only have a supporters group owning a majority share but to safeguard that majority shareholding, the supporters group should acquire as much of 1 % of the majority shareholding as it can. Under the current agreement, that is 71%

71% wins over 51% for me, every day of the week. 

The extra expense would come from buying the balance of share GLS want shot of, so nearer 80% shareholding.

Something worth considering and would require a new agreement and subsequent vote

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9 minutes ago, Kombibuddie said:

There is no extra expenditure for SMISA if they purchase what is a legally binding agreement. SMISA would be buying what they & GLS agreed as part of the deal.

This cannot be reneged on unless the SMISA membership agrees to it

I am in no doubts, it is in St Mirren' best interests to not only have a supporters group owning a majority share but to safeguard that majority shareholding, the supporters group should acquire as much of 1 % of the majority shareholding as it can. Under the current agreement, that is 71%

71% wins over 51% for me, every day of the week. 

What's to stop us getting to this 71% mark, then doing a share issue to raise money for the club? If Kibble want to buy in at that point, nothing to stop them. Could do this on the basis that the fans must always own at least 51/60/65%/X% of the club. Would dilute the value of the existing shares slightly, but the extra funds could be used to push the club forward

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What's to stop us getting to this 71% mark, then doing a share issue to raise money for the club? If Kibble want to buy in at that point, nothing to stop them. Could do this on the basis that the fans must always own at least 51/60/65%/X% of the club. Would dilute the value of the existing shares slightly, but the extra funds could be used to push the club forward
Smisa can issue "community shares" to raise funds. They are wholly separate from ordinary shares.
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25 minutes ago, lovestlegend said:

There is no benefit to owning 71% compared to 51%. It would just be a waste of money.

Its gives us a cushion so if we hit bad times we can sell the 20% to raise funds,if we have to that when we only have 51% we lose control  of the club

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Guest TPAFKATS
There is no benefit to owning 71% compared to 51%. It would just be a waste of money.

I'd say there's a benefit in not having 2 board members from a seperate organisation who will have to prioritise the interests of that organisation and their investment.

 

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There is no benefit to owning 71% compared to 51%. It would just be a waste of money.
There will not be 2 Kibble reps on the board but 2 more SMISA reps if SMISA owns 71% of the shares.

Owning 71% of shared is more effective safeguarding of the club than only owning 51%.

As 71% owners, St Mirren (SMISA) can still collaborate with Kibble for the mutual benefit of both.

SMISA are more likely to retain higher membership levels owning 71% of the club than they will owning 51%.
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Guest TPAFKATS
There will not be 2 Kibble reps on the board but 2 more SMISA reps if SMISA owns 71% of the shares.

Owning 71% of shared is more effective safeguarding of the club than only owning 51%.

As 71% owners, St Mirren (SMISA) can still collaborate with Kibble for the mutual benefit of both.

SMISA are more likely to retain higher membership levels owning 71% of the club than they will owning 51%.
There's also nothing stopping kibble buying the other 8% that GS owns but isn't part of the buy the buds agreement. That would take them to 35% and I'm sure they'd be looking at having at least 1/3 of board members.
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26 minutes ago, waldorf34 said:

Its gives us a cushion so if we hit bad times we can sell the 20% to raise funds,if we have to that when we only have 51% we lose control  of the club

So that describes having to lose 20% in bad times. 

the same argument can be made for wilfully selling the 20% in good time’s. That’s the point TBC regarding this vote. 
 

I know I’d rather give 20% for something good than have to do it because my football club is over a barrel. 

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Guest TPAFKATS
Would I be correct in saying that previously I read that the SMISA appointed directors of SMFC had to do what was best for SMFC and not necessarily what was best for SMISA, therefore doesn't the same apply to the Kibble appointed directors of SMFC. This was due to company law regulations.
They are employees of kibble. They could possibly be trustees however given that they are bring expertise in areas such as HR and running multi million pound organisations I'm going to go with employees.
They will be chosen by kibble to represent kibble's interest and do their bidding. Generally or ideally that should be the same as SMFC however not always.
If they don't do what kibble want they'll be replaced by other kibble reps.

I'm not suggesting this is wrong on kibbles part.
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There's also nothing stopping kibble buying the other 8% that GS owns but isn't part of the buy the buds agreement. That would take them to 35% and I'm sure they'd be looking at having at least 1/3 of board members.
I mentioned somewhere else,

Selling to Kibble now is the start of the erosion of fan ownership of St Mirren FC.

The clock will be ticking on a load of fans scratching their heads & wondering

"How come we paid in X but have f**k all say in this fan ownership malarky"


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41 minutes ago, waldorf34 said:

Its gives us a cushion so if we hit bad times we can sell the 20% to raise funds,if we have to that when we only have 51% we lose control  of the club

Ain't necessarily so :whistle, prior to SMiSA'S takeover I had proxied my support to them (don't know if the proxy still stands) - there will still be 21% of shares in the hands of ordinary Saints fans like myself :rolleyes: & although not all of them will have taken the time to - it wouldn't be ideal but it wouldn't necessarily be the end of fan ownership of the club.

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4 minutes ago, Bud the Baker said:

Ain't necessarily so :whistle, prior to SMiSA'S takeover I had proxied my support to them (don't know if the proxy still stands) - there will still be 21% of shares in the hands of ordinary Saints fans like myself :rolleyes: & although not all of them will have taken the time to - it wouldn't be ideal but it wouldn't necessarily be the end of fan ownership of the club.

Not everyone will be willing to proxy their shares to SMISA. The only time they'll have my proxy will be to support stave off any future takeover bid or bid that puts fan ownership at risk. It'll never be unconditional though.

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