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 end 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 the second half of 2021. That calculation was made on the basis of us maintaining membership numbers, so we need the continued support of new and existing members.
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 including The Experience go-karting track and entertainment venue at Hillington. 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. This frees up the club’s existing staff to focus on their core jobs and areas of expertise and save the club money. 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 will put 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.
As part-owners Kibble will consider 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. You read this letter to SMISA members from Kibble chief executive Jim Gillespie on how he sees it working.
Kibble already supported St Mirren through ongoing sponsorship and as regular users of club facilities. They were keen to grow that relationship and had been working with Tony Fitzpatrick and Gordon for more than a year to develop ways to do that. Tony and Gordon took their ideas to the club board for further discussion and from there, SMISA were asked whether we would consider working with Kibble as part of the future ownership structure.
We agreed to look into it and, since last spring, SMISA, Kibble, Gordon and Tony looked at various ways that could happen before developing the detail of the deal that was presented to members. Throughout that negotiation our aim was to find a way to deliver majority fan ownership in a sustainable way while giving St Mirren the best chance of future success, and we are pleased an overwhelming majority of members agreed.
SMISA’s biggest priority is the future health and success of St Mirren. We created the #BuyTheBuds campaign four years ago 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 these proposals into something we believed will not only keep St Mirren in safe hands, but see it grow.
The agreed deal 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 of the deal, 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 under the current set-up. The current board share that view and Gordon was willing to give up the control he had as majority shareholder earlier than planned in order to allow it to happen.
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.
The interim phase will last until a date TBC in the second half of 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. David Riley – who was elected as the SMISA rep in 2018 – will continue, and David Nicol – who was initially elected by members in 2016 and has continued on the board – has agreed to act as the second SMISA rep for the next few months while we put in place a process to select his replacement (see 2.6 for more info on this).
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.
It’s important to be clear being fan-owned doesn’t mean being 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.
We are proposing a fan-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 – supported by 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 the majority of the club board. 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 and we and Kibble will work together to 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 do not plan to make wholesale change. If things are going well at the point of takeover the sensible option would be for the board already in place to continue. SMISA and Kibble will have the power to make changes at any time should we feel that is what St Mirren needs, but we won’t make changes for the sake of it.
Gordon’s intention was always to hand the ownership of St Mirren over to the fans by 2026 – but he believes Kibble can bring major benefits to the club and he was willing to give up the powers he had as owner earlier than planned to let that happen. As per the legal agreement, Gordon will continue as chairman during the transition. He is a hands-on owner with a key role in club operations, so his knowledge will remain crucial.
As discussed above, we may ask the board in place at takeover to continue, meaning Gordon – assuming he wanted to – would continue as chair. However at this point he would no longer be party to the shareholders agreement.
Currently, SMISA members choose one of their own to be the SMISA member on the club board. We believe St Mirren would be better served under the future proposals by changing how SMISA representatives are chosen. There are a couple of reasons for this.
The first is that over time the majority of the SMFC board will be SMISA-appointed. That takes away the need to have one person there solely to represent SMISA members – all SMISA-appointed directors will be expected to do that, and to consider SMISA member views when making decisions.
The second is we have struggled to attract candidates from within the membership. For the first election in 2016, three members were on the ballot. In 2018, there was only one – and he was one of the candidates two years before. So the current system isn’t working as well as we originally hoped, and it needs reformed regardless of what happens next.
We also looked closely at how other clubs do it – at Hearts and Motherwell, the boards of the Foundation of Hearts and Well Society directly appoint representatives to their club boards – their members have no direct say in who their board reps are. Currently, SMISA and St Mirren are the outliers.
So we are proposing new SMISA appointments to the SMFC board would be chosen by the SMISA committee, then put to the members for them to either accept or reject.
As the elected representatives of the majority owners, future SMISA committees will be responsible for scrutinising how the SMFC board are running the club. This means whoever is on the SMISA committee will be best placed to understand the skills and expertise the club needs, and to recruit suitable people to fill any vacancies.
We will develop a formal recruitment process and interview for new board members to establish who is best for the job. This would create a much more thorough and robust process than what we have at present, and will strengthen how the club is run, while still giving members a say.
Of course any SMISA member could still put their name forward for the club board. We want to appoint with people with a connection to St Mirren and ideally we’ll find the skills the club needs within the fanbase.
SMISA member approval would not apply to the selection of the Kibble reps, to whether existing board members continue, or if the club wished to add a club employee to the board – these would be SMISA committee decisions.
SMISA members will have much more influence than at present. 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 appointment to the club board. And of course, members will continue to elect the SMISA committee, and have the chance to decide where their money should be invested, similar to what we do just now.
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.
The terms of the vote summarise the draft legal agreement, which covers the roles and responsibilities of the three shareholders in relation to how the club will be run, and specifies the process through which the share purchase will be enacted. It also enshrines other key principles of the deal, such as Kibble helping the club to improve its operations and community reach.
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 will also be 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.
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.
Ultimately this will be for the club board/management and Kibble to work out. But everyone involved has been clear Kibble’s involvement in St Mirren will be about supporting the current club staff, not replacing them. Currently the club has very small number of non-footballing staff and those individuals have a big workload. It is hoped Kibble’s involvement would support those staff and free up some of their time to do things they can’t just now, with the aim of bringing in new income, and improving the service the club offers fans.
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. If we maintain membership numbers we hope to have the full amount some time in early 2021 - so obviously we need your continued support to make that happen. 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 purchase in the second half of 2021 would give an initial cash reserve of somewhere between £50,000 and £100,000 – which would be ample 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. The cost of SMISA membership post-takeover is something we could seek views on in future, however SMISA will still need an income – so there will still need to be a membership fee.
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. It will be for a future SMISA committee to 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. If these proposals are agreed, we plan to run a one-off vote giving members options over what to do with it between now and the takeover, which will include the option to save some of it for the future.
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 will be important for SMISA members to be brought closer to club once they own it. We will expect open, regular and transparent two-way communication from the club to our members and the wider fanbase. But all involved will have to balance that with the commercial and legal confidentiality required by St Mirren as a business. Members of the SMISA committee will need access to club info to oversee how the board run the club but will be bound by the same confidentiality. Ultimately it will be for the club to explain club decisions.