Until February 2020, Gordon Scott owned 50.1% of the shares in St Mirren and SMISA owned 28.3% (with the rest shared between several hundred individuals). Our previous legal agreement gave us until 2026 to buy Gordon’s shares and deliver majority fan ownership. We were required to buy the 42% stake Gordon bought in 2016 but not the 8% he held before then, meaning SMISA was set to own 71% of the club. The purchase price was fixed at £7.66 per share, which is what Gordon paid in 2016, meaning we had previously needed to raise £615,000 to buy that 42%.
In February 2020 our members voted in favour of a different plan which will see us deliver majority fan ownership in partnership with Kibble. Under the new deal, Kibble have now purchased a 27.5% stake in the club from Gordon, leaving Gordon with 22.7% (the amount SMISA needs to get to 51%), which we will buy by summer 2021. That reduced the sum SMISA needs to raise to deliver majority fan ownership to £331,000, which is why we can deliver it sooner.
It means we are now in an interim phase where no single individual or group has majority ownership of SMFC (we own 28.3%, Kibble 27.5% and Gordon 22.7%). SMISA is still fundraising the money needed to buy Gordon’s remaining shares but we expect to have that - plus a cash reserve - by summer 2021. That calculation was made on the basis of us maintaining membership numbers, so we need the continued support of new and existing members.
The interim phase will last until a date TBC in summer 2021 but no later than the end of that year. In that time, the current board will stay in place, with Gordon as chairman. There have been additions to the board – SMISA got an additional seat (meaning two in total) and Kibble also now have two seats.
The SMISA directors will continue to make sure our members and the wider fanbase are considered in all decisions. Our two representatives are David Riley (who first joined the board in 2018) and John Needham (who was appointed in 2020)
The three-way agreement in place between the three main shareholders (SMISA, Gordon and Kibble) ensures major decisions or changes to the way the company runs (such as the appointment or removal of board members) could only happen if all three parties agreed.
The interim phase also means a managed transition from the current regime to a fan-owned one, giving St Mirren continuity and stability while the buyout is completed. It also gives SMISA the time we need to save up the share purchase money and a cash reserve, and further professionalise how our own affairs are run ahead of becoming the club’s owners.
The club will be funded in the same way it is just now – the club’s income will decide the club’s spending. Unlike other clubs, St Mirren doesn’t depend on Gordon or other shareholders putting money in to prop the business up, and it won’t in future either. Thanks to the good work of the current board, the club is financially stable and SMISA wants to see it stay that way.
It will be up to us to ensure the people running St Mirren are people who will do so in a financially-sensible way. It will be for the club – supported by Kibble – to create new income, and decide how to spend it. SMISA will have a cash reserve in the bank as a rainy-day fund in case the club ever needs an emergency loan. But hopefully it will never be needed.
When SMISA owns St Mirren it will have a responsibility to make sure the business is run by the people best qualified. We've always been clear fan-owned doesn't mean fan-run. Barcelona and Bayern Munich are fan-owned – they aren’t fan-run. Closer to home the same is true of Motherwell and (in the near future) Hearts, and it will be true of St Mirren too.
A SMISA-owned St Mirren be run largely as it is just now – the club board will be legally responsible for the company and will make the big decisions. Club staff – with help from Kibble – will run day-to-day business. The club’s football department will make football decisions. SMISA won’t intervene in the day-to-day running – we will leave that to the people best qualified.
Once SMISA becomes majority shareholder we will appoint at least half of the club board. Currently we have two places on the eight-person board. When we become majority shareholders that will rise to four. To ensure the make-up of the board reflects the shareholding, Kibble will continue to have two places. As it stands the other two places are filled by the chief executive (who is a club employee) and the company secretary.
Any changes will require the mutual approval of SMISA and Kibble. Our job will be to select people to run the club on our behalf who will act with St Mirren’s best interests at heart. We will make sure the club board has the right mix of skills and experience to take St Mirren forward.
It is important the club has continuity and stability as it moves from one era to the next and St Mirren will need people with experience of running a football club. Currently the club has a chairman and board who are St Mirren fans (and SMISA members), and who have made good progress in recent years. The club has cash in the bank, has returned a profit in each of the past four years, has managed record season-ticket sales, and is playing top-division football. So we want evolution rather than revolution and will not make wholesale change when we take over.
While SMISA members had once elected a representative directly on to the club board, this was changed as part of the revised deal approved by members in 2020. After that, SMISA put in place a new process to appoint new SMISA members to any vacancy on the club board – which we used to appoint our second board rep John Needham in 2020. This involves a professional recruitment process, where members are invited to apply for the vacancy, and the SMISA board interview and appoint a preferred candidate, who members then vote on whether to accept.
SMISA members will have much more influence than was the case before. We will expect the board to consider SMISA member views in every decision and to accommodate them wherever they can.
The SMFC board may choose to refer certain club decisions to SMISA for the members to decide on. They will not be bound to do this, but we would encourage them to do so if there was an issue they wanted the direction of SMISA members on.
We will look to create new routes through which SMISA member views can be fed to the decision-makers. That could involve the chance to do so in person or via surveys of SMISA members to gather your ideas and priorities to feed to the club.
As described above, members will have the chance to approve new SMISA appointments to the club board. And of course, members will continue to elect the SMISA committee, and have the chance to decide where SMISA money should be invested, similar to what we do just now.
We would again stress the difference between fan-owned and fan-run. As owners we will demand the views of our members are considered in every decision. But we will need to balance that with making sure St Mirren is run in a way which gives it the best chance of success. As fans, we will all have opinions but not everyone will be qualified to run a multi-million-pound business like St Mirren. At the same time, the SMFC board and staff will be the only ones in full view of all the legal, commercial and operational information affecting the club. So if we are appointing people we think best qualified to run the club, we need to trust them to do it.
As directors of a limited company, the club board will be bound by law to act in the best interests of St Mirren at all times. They may on occasion have to choose between what they think is right for St Mirren and what they think will be popular – their job will be to do what they think is right. Open and honest communication will be key in these situations – it will be for the club to explain their reasons to our members and the wider fanbase.
Ultimately if SMISA and Kibble felt the board were not acting in the best interests of the club we would have the power to replace them. But that would be for extreme circumstances. And if we get the right people in the first place, that’ll never need to happen.
Our legal agreement with Kibble and Gordon covers the roles and responsibilities of the major shareholders in relation to how the club will be run, and specifies the process through which the share purchase will be enacted.
A summary of the key points can be seen in the terms of the vote, which SMISA members overwhelmingly approved in Febriary 2020.
The agreement also lists all the matters which must be referred to the major shareholders (ie SMISA, Kibble and Gordon until 2021, and SMISA and Kibble after that) for their mutual agreement. That means SMISA will continue to have a safeguard over a number of important issues, including:
- appointments or removals of a director of the club as well as matters of symbolic importance such as the sale of the stadium, changes to the club’s name, colours, or badge, changing the playing surface from grass 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.
The SMISA committee would decide which of the above would be decided by the committee and which would be referred to the members to vote on. There is also a clause giving SMISA and Kibble first refusal on the other’s shares should they ever wish in future to sell them.
Currently around 21% of St Mirren shares are held by several hundred individuals, all of whom own less than 1%. Those people are entitled to attend and vote at the club AGM. Any individual who is already a shareholder in SMFC would remain so and would retain the same rights – they will be unaffected by these proposals.
We created the #BuyTheBuds campaign to make sure the club could stay forever in the hands of the people who will care for it most – and that’s what these proposals deliver. But that work won’t end when we buy the majority shareholding – your continued support and involvement is needed to make sure majority fan ownership is a success, and to give the club a financial safety net.
As a SMISA member you will be able to help shape the direction of the club – we will expect your views and priorities to be reflected in how the club is run. And of course you will need to remain a SMISA member to have a vote on SMISA decisions – whether that is voting on where SMISA money should be invested, who will represent you on the SMISA committee, or on any club decisions which SMISA members are asked to vote on. Plus, once we own the club, SMISA will review the existing benefits package we offer to members to see if we can find new ways to reward you for your support and bring you closer to the club.
We will need £331,000 for the share purchase. However we won’t trigger the purchase at that point – we don’t want to buy the club with nothing in the bank as a rainy-day fund. We estimate doing the summer of 2021 would give an initial cash reserve in the region of £100,000 – which we will give a degree of protection for the club.
The cost of membership will stay as it is for the time being. The proposals have been calculated on current income, so your continued support is needed to make them happen. In future SMISA will still need an income – so there will still need to be a membership fee. However we are reviewing options for what that fee structure might look like, based on member feedback.
Once SMISA owns the club it will still need an income and the only place it can come from is member subscriptions. All volunteer-run organisations have ongoing costs, and SMISA is no different. We may need to professionalise our operations to provide a better service to members in future, but we won’t be able to do that for free. We will also want to keep adding to the cash reserve as a financial safety net for the club.
But after those things are taken care of, any money left will be available to be spent on the club. St Mirren won’t depend on SMISA putting money in – but we will have the option to invest in the club over and above what the club has budgeted for.
There are a number of ways that could be done – the Well Society and Foundation of Hearts put large sums directly into their club’s budgets and that could be an option for us. But we prefer the principle of our members voting on where their money goes – we feel that gives the members more say and has worked well for us up until now. The SMISA committee will put options to the members around this.
As you know, of your £12 monthly membership, the £10s are funding the share purchase, and the £2s are spent as members decide. Once the Buds are bought, we won’t be limited to the £2 pot – as all surplus will be available to spend, if the members want to. Until then the £2 pot remains available and we will continue to put options to the members ti voite in each quarter.
The role of the SMISA committee in future will be similar to now. They would be elected by the members to run SMISA business and make decisions on behalf of the members. That would include playing a key role in the appointment of the St Mirren board, as described earlier on, as well as scrutinising how the club is run. Lastly, the SMISA committee will help make sure the club board are aware of SMISA member views and priorities.
The SMISA committee will be chosen as they are now – by election each year at the AGM, where one-third of the board has to put themselves forward for re-election. Any SMISA member can put themselves forward for election to the committee.
SMISA’s 51% stake in St Mirren will be owned by SMISA, which is owned and run by its members. You won’t as an individual own any shares unless you are already a shareholder.
It is important SMISA members are brought closer to the club once they own it. It will be for the club to communicate with the fanbase on club matters and on the reasons for club decisions, and to announce any club news. We will expect open, regular and transparent two-way communication from the club to our members and the wider fanbase.
SMISA will update its members on SMISA business, as we do now. And our directors will look to give SMISA members as much insight as they can into what is going on at boardroom level. But all involved will have to balance that with the commercial and legal confidentiality required by St Mirren as a business.
Kibble are one of Scotland’s largest charities, with a turnover of more than £30m a year, and more than 600 employees. They have been headquartered in Paisley since the 1840s and support children, young people and young adults with complex social, emotional, behavioural and educational needs, and give them the care, support and encouragement they need to move forward with their lives.
The charity is structured as a social enterprise, which means they are set up to operate as a business – but to reinvest all profits for charity and community good. They currently run a number of social enterprise businesses. Their priority remains the same as for the past 160 years – to support young people who need their help the most. For further information, visit www.kibble.org
St Mirren and Kibble are two of Paisley’s oldest organisations – this deal brings them together to the benefit of the community of Paisley. Kibble’s reason for being is to help the young people in their care. The majority of those young people go on to jobs in leisure and hospitality. Kibble see St Mirren as the ideal place to give those young people employment, training and education opportunities plus sport, health and well-being support, while raising awareness of what Kibble do.
In doing so they believe they can – as St Mirren’s part-owners – bring new expertise to the club which will help take St Mirren to the next level as a business and strengthen its place at the heart of the Paisley community. They believe they can help the club, create a more sustainable business model, strengthen how it is governed, and bring in more non-football income which could be reinvested into the team.
Some of these improvements have been immediate. Kibble are now making available to St Mirren their support services staff from areas such as finance, legal services, HR, IT, marketing and PR. It is hoped this extra support would also allow St Mirren to improve the overall fan experience through better customer service and communications.
Kibble’s maintenance team are also putting in place a planned maintenance regime for club facilities, as they do with Kibble’s existing buildings, which will significantly reduce the club’s costs and increase the lifespan of St Mirren’s facilities.
They are also considering how they could use their commercial and fundraising expertise and wide range of contacts to help attract new partnerships and income. That will include helping the club improve existing facilities and increase the use of stadium outside of matchdays. Kibble can also offer support to SMISA to help us further professionalise how we are run.
Over the long-term Kibble are keen to investigate how the stadium might be used as a base for new facilities which could potentially put it at the heart of wider development in Ferguslie Park and help bring new jobs to the area.
For us, a key point is as part-owners, Kibble fortunes are now tied to St Mirren’s – so the better St Mirren are doing, the greater the benefit for Kibble. It is in their interest as much as ours to help deliver the thing every St Mirren fan most wants to see – a winning team on the park.
SMISA’s biggest priority is the future health and success of St Mirren. We created the #BuyTheBuds campaign in 2016 because we wanted to safeguard our club’s place at the heart of life in Paisley for future generations. We’ve all seen what has happened at other clubs where the wrong type of owner has taken over. We can stop that at St Mirren by keeping the club in the hands of the people who will care for it most – you, the fans – while making sure it is run as well as possible.
We spent a lot of time developing the Kibble partnership into something we believe will not only keep St Mirren in safe hands, but see it grow, and were pleased it attracted more than 92% support when we asked our members to vote on it in February 2020.
The current model delivers all the benefits we originally expected from fan ownership – but does it quicker, and for half the cost. Under the previous deal, we were buying more shares than we needed. Owning 51% as opposed to 71% doesn’t dilute SMISA’s powers – we’ll still be majority owners, with the final say on the big issues.
The crucial benefit though, is that it puts SMISA into partnership with an organisation who can help move St Mirren to the next level, both as a business, and as a force for good in the local community.
We and everybody else involved want to see St Mirren do better than just fight relegation each year. But to put a team on the park which will consistently do that, the club has to grow as a business. Kibble have the resource and expertise to help the club grow quicker than it could otherwise.
There is also a crucial reason why we were willing to consider a partnership with Kibble, which we would not have entertained had we been approached by a private business – Kibble are not in it to line their own pockets. As a social enterprise, Kibble have the expertise to generate profit, but their role is to reinvest it for community good. They believe in the model of community ownership we are working towards and want to help us make it happen.
And this partnership will be bigger than football – it could help change the lives of some of society’s most vulnerable people. Kibble’s reason for being is to help create a better life for the young people in their care, some of whom will have come from very difficult circumstances. We are proud St Mirren and SMISA have the chance to make that possible.
Lastly, we believe this deal is unique. In Germany and some other European countries, by law, 50+1% of each sports club is owned by its members. Often the other shares are owned by locally-based companies who have commercial partnerships with the club. The German model is often praised for the financial stability and fan-centred culture it has helped create.
Our model is similar to that – but what sets it apart is our new partners are not a private business, but a successful charity. We don’t know of another top-league club where this is the case.
Kibble are putting St Mirren at the heart of their operations, and they are making changes to how they deliver other parts of their business to let them do that. But they need to have a degree of influence over their investment – and being part-owners of the club gives them that. But part-owning club means they are tied to it – it will be in Kibble’s interest to do all they can to make sure St Mirren is successful.
Kibble has two places on the club board, starting in the interim phase and continuing thereafter. Under the terms of the legal agreement if the board was to expand in future the number of directors would reflect the percentage shareholdings – so Kibble will always have at least a quarter of the board and SMISA at least half. Kibble are making a substantial investment in St Mirren – both financially and in terms of staff time – so their board reps will oversee how that is managed. We see this as a positive – Kibble are a massive Scotland-wide organisation for whom good governance is crucial. They can bring substantial skills, experience and contacts to St Mirren’s boardroom. Whoever Kibble choose to fill those places would have to be mutually agreed with SMISA.