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Lord Pityme

Potential questions for Kibble proposal meeting 6/2/20

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6 minutes ago, Doakes said:

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

There would need to be someone (probably SMiSA) underwriting the share issue (potentially more cost to SMiSA members) and it would also devalue the shares that SMiSA have just bought meaning that they have essentially just overpaid for the shares.

 

It's not a bad idea, just not the best, IMO obviously.

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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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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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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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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.

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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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Just now, Kombibuddie said:

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.

Yeah but the 21% owned by existing Saints fans shouldn't be ignored.

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18 hours ago, alanb said:


I have posted the Q/A I asked above

I know but that doesn't detract from challenging this as it seems to contradict the statement we were discussing from SMISA.

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5 minutes ago, Kombibuddie said:

How much of a say does that 21% have in the board room right now?

None but in the hypothetical circumstances that @waldorf34 brought up I would be prepared to proxy my vote to SMiSA (as I have done in the past) and I think many others would too.

Also why would fans like myself be prevented from buying any new shares issued?

We can end up deep inside our arseholes here. :oohlala 

Edited by Bud the Baker

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42 minutes ago, bazil85 said:

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. 

The difference  is selling the 20%now the money goes to GS and not to the club,

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6 minutes ago, waldorf34 said:

The difference  is selling the 20%now the money goes to GS and not to the club,

That isn’t really relevant because him getting his money back will happen regardless. The 20% is part of the shares GLS has bought. We either pay him in a few years or the Kibble pay him now. It doesn’t negate the point that you’re talking about selling when we have to. I would rather sell for something beneficial than when we were in severe difficulty. A hypothetical in itself. 

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51 minutes ago, TPAFKATS said:
1 hour ago, Kombibuddie said:
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.

Kibble will purchase a 27.5% stake in SMFC from Gordon Scott, at which point, the provisions outlined under ‘the interim phase’ will apply. Throughout this period, SMISA will retain a 28.3% stake in SMFC and Gordon will retain 22.7%.

The above from the SMISA webpage indicates to me that GLS is selling his own 8% as part of Plan B

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5 minutes ago, Bud the Baker said:

None but in the hypothetical circumstances that @waldorf34 brought up I would be prepared to proxy my vote to SMiSA (as I have done in the past) and I think many others would too.

Also why would fans like myself be prevented from buying any new shares issued?

We can end up deep inside our arseholes here. :oohlala 

I agree. We shouldn't be prevented from buying new shares issued.

I also agree, that if it came to it, existing shareholders (within the 21%) could proxy their vote to SMISA but that'll only happen at AGM's & EGM's. In between times, the St Mirren FC Board will discuss and vote on matters and the running of the club. 2 board members out-with SMISA dilutes SMISA's influence in the decision making and (imho) is jeopardising The Club needlessly for a wee bit of flash "Kibble has the expertise"

When BTB was introduced to us, there as no need for Kibble' expertise then & I believe, there isn't now. I have faith in the talent within the SMISA membership to make a success of this.

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When BTB was introduced to us, there as no need for Kibble' expertise then & I believe, there isn't now. I have faith in the talent within the SMISA membership to make a success of this.


I was hoping to see more candidates standing for the Club Director position, especially the second time. That's what slightly worries me, but hopefully they were just biding their time for when we have fan ownership at whatever >50% (hope I got that symbol correct) ownership level.

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11 minutes ago, cockles1987 said:


 

 

 


I was hoping to see more candidates standing for the Club Director position, especially the second time. That's what slightly worries me, but hopefully they were just biding their time for when we have fan ownership at whatever >50% (hope I got that symbol correct) ownership level.

 

me too. If I lived local, I'd be in the thick of it. Instead, I have to content myself with starting up my own football club (youth), now 8 months old :D.

On second thoughts, probably better for SMISA that I am 500 miles away :lol

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Kibble will purchase a 27.5% stake in SMFC from Gordon Scott, at which point, the provisions outlined under ‘the interim phase’ will apply. Throughout this period, SMISA will retain a 28.3% stake in SMFC and Gordon will retain 22.7%.
The above from the SMISA webpage indicates to me that GLS is selling his own 8% as part of Plan B
Yeah, I wasn't suggesting it would happen as part of this process.

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