St.Mirren Partnership Terms of Vote
In February 2020, SMISA members were asked to vote on a proposal to deliver majority fan ownership of St Mirren in partnership with Kibble.
Almost 92% of members voted in favour of the proposal, giving the SMISA committee approval to do the following:
- deliver majority fan ownership of St Mirren on the terms outlined below, and;
- enter into a three-way shareholders agreement with Kibble and Gordon Scott, which will become a two-way agreement between SMISA and Kibble once Gordon’s shares are bought, and;
- spend the required amount of SMISA funds on legal or other professional fees required to deliver the above;
Terms of The Deal
- 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%.
- by 31 December 2021, SMISA will purchase Gordon Scott’s remaining shares, taking SMISA’s stake to 51%, at which point the provisions listed under ‘majority fan-owned phase’ will apply.
The following will apply during the interim phase:
- the current SMFC board will remain in place, with Gordon Scott as chair. SMISA and Kibble will each have two places on the SMFC board.
- a number of matters will require the mutual approval of all three major shareholders (SMISA, Kibble, Gordon). These will include:
- 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.
- Kibble will provide support services to SMFC and assist the club to grow it operations and community reach. Kibble will have access to SMFC facilities to provide training, employment and recreational activities for Kibble young people.
- all concerned will work together on a smooth transition to majority fan ownership;
Majority fan-owned phase
Once SMISA owns the majority stake in SMFC, the following will apply:
- The matters defined above as requiring mutual shareholder approval will continue to do so (applying to SMISA and Kibble only);
- The SMFC board will be responsible for the operation of the club. Football decisions will be made by the club’s football department;
- SMISA will be able to appoint the majority of the SMFC board. Appointments will be made on the basis of the skills and expertise required by the club. New appointments will be selected by the SMISA committee after an interview process and put to the members for approval;
- Kibble will be able to appoint at least two members of the club board. Kibble’s role will continue to be as outlined above;
- SMISA will ensure the views and priorities of its members are known to the SMFC board and staff. The SMFC board will be expected to consider those views but will ultimately be required to make decisions they believe are in SMFC’s best interests, as will be their legal responsibility.
- SMFC may choose to refer other matters to SMISA for the members to vote on – but this will be at the SMFC board’s discretion.
- SMISA and Kibble will be able to make representations should they feel the SMFC board is not acting in the best interests of the club.
- The SMISA committee and board/management of Kibble will be able to scrutinise SMFC’s operation, but will be bound by any requirement for legal, commercial, employee or other confidentiality as it applies to SMFC;
- SMISA affairs will be run as at present – the SMISA committee will run SMISA affairs. Members will elect the committee and have the chance to vote on how SMISA funds are spent.
- if SMISA or Kibble wish to sell any or all their shares in SMFC, the other will have first refusal