What follows is a summary of the main elements of the agreement. Should any SMiSA member wish to view the full legal agreement they should make a request to do so via the contact page of this website. Arrangements will be made to facilitate this as soon as is practically possible. Making copies of the agreement will not be permitted nor will they be provided.

The agreement, signed in February 2020, was made between Gordon Scott (then majority shareholder of St Mirren), SMiSA, Kibble and St Mirren FC. The purchase from Gordon Scott was completed in July 2021 after which (for the purposes of this agreement) any reference to ‘shareholders’ means SMiSA and Kibble. The agreement’s purpose was to make clear:

• the process by which SMiSA and Kibble would purchase the majority shareholding

• that the business and affairs of St Mirren FC shall be conducted by the board of the company at arm’s length in a proper and efficient manner and in line with a business plan agreed with the shareholders

• that the boards of SMiSA and Kibble shall be entitled to have access to the books of account and records of the company (subject to confidentiality or data protection requirements)

• that both SMiSA and Kibble shall be entitled at any time to make representations to the board of the company as they see fit, if in their opinion, the board of the company is not acting in the best interests of the company

• that appointments to the board of the company shall require the unanimous agreement of the board of SMiSA and the board of Kibble

• that the appointment of a chairman of the board of the company or chairman of any meeting of the company shall require the written consent of Kibble and SMiSA and each shall be entitled to veto any appointment

• that no matters reserved to the shareholders shall be carried out by the board without the prior consent of both parties recorded in a minute

• that should the issued share capital of the company be increased at any point the proportions held shall remain as 51% SMiSA, 27.5% Kibble and 21.5% other shareholders.

• that Kibble shall on the St Mirren board have a minimum of two directors and SMiSA shall have a minimum of four. Kibble can never have less than one quarter of the total number and SMiSA never less than one half. SMiSA shall never have more than double the number Kibble has.

• how the board shall operate, voting and what constitutes a quorum

• that when voting on reserved shareholder matters unanimity is required

• the process to be followed where the ownership of shares is transferred and the maximum price permitted

• the conditions under which the agreement can be terminated including an option for Kibble to terminate if in its opinion it is not being given access to all areas, facilities, and services at the company’s premises to provide training, employment, and recreational activities for Kibble young people, subject to such access not having any adverse effect on commercial and revenue-generating activities of the club’s football department

• that in the event of either SMISA or Kibble wishing to sell or transfer their shares in SMFC, the other will have first refusal at no more than the maximum price set out in the agreement

• that the parties confirm their intention to promote the best interests of the company and to consult fully on all matters materially affecting the development of the business. Each party shall act in good faith towards the other in order to promote the success of the company.

The following is a summary of what’s included as being reserved matters that require the agreement of both SMiSA and Kibble:

• any major structural changes to St Mirren as a company, such as any reorganisation of its share capital, changes to the club’s articles of association, changes to its registered office or its accounting reference date or auditors

• the incurring of any borrowing in excess of the amount stated in the agreement and any matter relating to the granting of security charges against assets

• capital expenditure except in accordance with an agreed budget

• the formation or acquisition of any subsidiary of the company or anything relating to taking a financial interest in or merging with another company

• the remuneration of any officer, employee or consultant to the company by payment of fees, benefits in kind or otherwise above the amount stated in the agreement

• the purchase or acquisition of any heritable, freehold or leasehold property

• the sale, disposal, lease, license or transfer of the stadium or training ground or any other heritable freehold or leasehold property or asset of the company or part thereof

• implementation of major sporting decisions by the SPFL, including but not limited to, league reconstruction

• changes to the name, colours or badge of the football team

• the appointment of sponsors (or new sponsors) of the company

• any changes to the stadium playing surface from grass to astroturf

• appointments or removals of a director of the club