This statement is to inform you of important developments at the special general meeting of the trust tonight (Wednesday 30 March) after members voted to approve the terms of SMISA’s joint offer with former club director Gordon Scott for the majority shareholding in St Mirren.

Those terms had already been agreed in principle with the selling consortium, but the offer was conditional on SMISA members voting in favour of a number of clauses.


Tonight, members agreed to the following:

- To approve the terms of the joint Gordon Scott/SMISA conditional offer to the consortium for the majority shareholding of St Mirren, and authorise the SMISA committee to formalise that offer;

- For £20,000 of trust funds to be lodged with the selling consortium as part of a deposit on the deal in order for Gordon Scott/SMISA to secure a period of exclusivity as sole bidders. This deposit will be refundable should the deal not be completed;

- To authorise the SMISA committee to spend the necessary amount on legal fees (up to a maximum of £20,000) to ensure the trust’s interests are fully protected as part of the deal;

- To authorise the SMISA committee to progress a subscription-based fundraising model and to reach an agreement to secure the finance needed to complete the deal, conditional on the requisite number of pledges being reached.


The key points of the proposed deal are as follows:

- Gordon Scott and SMISA have offered to buy a 68% shareholding in the club from the selling consortium (made up of the shares held by the original consortium of five, plus those of several other shareholders with whom they are tied into legal agreements);

- If the deal is completed, Gordon will own a 50.1% shareholding in the club (including his current shareholding of 8%) and SMISA would own 29% (including the trust’s current shareholding of 3.4%);

- Gordon would become chairman of the club and the membership of SMISA will be able to elect a director on to the board of St Mirren;

- The two parties would have a legal agreement in place giving the trust exclusive option to buy Gordon’s shares within ten years at the price he pays now, creating a majority fan-owned St Mirren. The trust does not have to buy Gordon’s current 8% shareholding, only the shares bought now.


SMISA plans to borrow the money needed to complete stage one of the deal, to be paid back using a subscription model similar to the one successfully used by the Foundation of Hearts.

The committee now needs to finalise this model and produce a detailed business plan for lenders before any fundraising scheme can be launched. It was necessary to get approval from members before progressing this any further.

The next hurdle is for us to submit a loan application. If that is approved, we will start fundraising as soon as possible with a target of completing the takeover during the summer.

Members tonight approved in principle an outline of the model where the deal would only happen if at least 1,000 people join SMISA and pay a monthly direct debit at £12 per month.

Of that, £10 would be ring-fenced for the share purchase and £2 would be for the benefit of St Mirren, to be spent however the members wanted.

Our survey of fans last year showed 96% believed fan ownership would be a good model for St Mirren and 92% would consider contributing to it financially. That gave us the confidence to go forward with these plans.

The monthly subscription model will allow us to pay off the money needed for the initial purchase, then allow us to reach the total needed to buy out Gordon, while also building on the good work SMISA has done over the years to help financially support the club and its youth academy.

While we understand the prospect of the trust going into debt to finance the deal does raise legitimate questions, we would not do anything which would put the club at risk.


The finalised fundraising model will be designed in a way where the deal will only go ahead if we get enough pledges to give us a substantial built-in safety net over and above the loan repayments

We should be clear the proposed model does not deliver full fan ownership at the first stage – instead the club would be run by a board led by Gordon, albeit one containing representatives elected by the fans.

But by going into partnership with Gordon – a lifelong St Mirren fan, successful businessman and former club director – we believe we have found a sustainable way to take the club forward in the short term and deliver a healthy St Mirren into the hands of the fans over the long term.

The bottom line is if we don’t do this, someone else will, and nobody wants to see St Mirren fall into the hands of unscrupulous owners, as has happened elsewhere.

We want to be taking over the club now while it is in relative good health and not as other trusts have been – scrabbling to raise funds after it has all gone wrong.

When we entered this process a year ago our aim was to secure the best possible deal for the fans and let the fans decide if they want it, and that is all we are doing.


Tonight could be a momentous night in the long and proud 139-year-history of our club. We have just taken a major step closer to St Mirren being able to stay forever in the hands of the people who will care about it most...you, the fans.

Ultimately, the fans are the people who now have it in their power to decide whether that happens or not. All St Mirren fans will get the chance to make up their mind on the full detail before anything goes any further.

SMISA chairman George Adam said:

The current board deserve a huge amount of credit for the job they have done over the years but they have made it clear they want to move on, and one way or another, the club will be sold.

We have seen too many other Scottish clubs fall into the hands of owners who haven’t had the best interest of the club at heart over the years – if the fans back this deal and stay the distance they guarantee that could never happen to St Mirren.

Gordon Scott added:

My desire is to see us back where we belong at the top table of Scottish football and I firmly believe I can help achieve that, and then successfully deliver this club into the hands of the supporters.

St Mirren is a community club and if we take over we would continue to run it in the same prudent way it has been for the last 20 years.

It is also important, however, that we bring a new business dynamic to the club and fully empower the supporters to help take the club forward.

But this won't happen without the support of the fans. We have a wonderful chance to preserve the history and then form the future of our football club together. Let's not let the opportunity pass us by.

 

 

Dear Smisa member,

SMiSA featured in a recent public meeting which discussed how fan ownership might work for St. Mirren.

 

Committee member David Nicol joined a panel including Saints legend Tony Fitzpatrick in the Wynd Centre in Paisley for the event, hosted by the Renfrewshire branch of the Scottish Green Party under the banner of FansFirst. 

 

Club chairman Stewart Gilmour had been due to appear at the event, but had to pull out.

 

Dave provided an update on trust activities and on the status of the ongoing discussions around a possible joint bid with former St. Mirren director Gordon Scott for the controlling interest in the club held by the consortium.

 

He also fielded several questions from Saints fans in the crowd about how the bid and a fan-owned St. Mirren might work, which led to some lively discussion.

 

Our thanks go to the organisers for inviting us to take part and to all the Saints fans who contributed on the night - should our proposed bid for the club move forward we would look to host similar events of our own in the future.

 

Updates on the campaign can be found on Twitter @PutFansFirst

 

 

Fellow members

You will already be aware the Trust committee has been working with former St. Mirren director Gordon Scott in recent months on a joint offer for the majority shareholding in the club held by the consortium (http://www.smisa.net/news-archive/180-smisa-statement-fan-ownership-gordon-scott). Below is an update on progress with that.

The model we are working towards would - if a deal is agreed - see Gordon become chairman and majority shareholder, while SMiSA would substantially increase its shareholding and receive a place on the board.

The Trust would then continue to fundraise over the long term to buy out Gordon's shares, meaning the fans would ultimately have majority ownership of SMFC at some point down the line.

While the current board deserve enormous credit for all they have done for the club over the past two decades, they have made it clear they want to move on and they will, at some point, sell up.

We believe our model is the best possible option for the club and for Paisley and see it as the only viable way to keep St. Mirren in the hands of the people who will care for it best...you.

The news is that SMiSA representatives and Gordon recently met with members of the consortium for some initial discussions around our offer.

Nothing has been agreed, and we would stress more work will be needed before there could ever be an agreement.

But the discussion was positive and all parties are committed to working together to look at routes through which agreement could be found.

Of course any deal would only be agreed in principle - nothing can or will be signed without first being approved by a vote of all SMiSA members.

In the meantime the SMiSA committee will continue to work behind the scenes to refine our model. As you can imagine a share purchase of this size is a massive undertaking.

In the past few months we have been very busy as we work through the financial, fundraising and legal aspects of the deal and there remains a lot of work to be done on our side.

We have also met with colleagues at the ‘Foundation of Hearts’, who have successfully pulled off a scheme similar to our own, and would like to thank them for their advice, which has been a massive help to us.

In terms of further announcements, we want to make sure we are as open as possible but hope you would appreciate the negotiations bring a need for confidentiality, meaning there are aspects we simply cannot go into for now.

With such a complex deal, negotiations were never going to be straightforward or be over with quickly.

However we will continue to keep members up to date as soon as there is something we are able to report.

The SMiSA Committee

During the close season the current SMiSA committee of 11 members have been involved in the continued promotion and attainment of the Trust principles and aims, and although we hope to have even more additions and achievements to report on later this month, you will see below that despite the close season and holiday period that as a Trust Board we have strived to maintain our efforts.

The Trust is continuing to grow in every sense of the word thanks to every member’s involvement and support which ultimately benefits St.Mirren, the fans and the community now, and for the future.

Over 200 members – from 65 members 6 of whom made up the committee, in January 2014, there has been a sustained and steady increase and just last week the membership passed the 200 mark, 11 of whom are actively recognised as the committee, or to use the legal term ‘board members’. This increase has allowed the initiatives below to be addressed with, so far, positive outcomes.

SMiSA Panda Club – has been rebranded for a second season at a cost of £2500 which ensures the concept remains open to young potential saints fans of the future allowing them to attend fully supervised coaching and match attendance for only £2 (zero cost if they are season ticket holders)

YD Academy Sponsorship – The Trust is recognised as the youth academy’s main sponsor and during the month of July a total of £1400 + £400 + £79 in sponsorship has been used to purchase vital equipment for the academy. (new balls, training software etc) which you will see photos of on the website promoting the sponsorship.

Player kit sponsorship – Last season the Trust sponsored two player kits (details in any match program), specifically James Marwood home kit and Mark Ridgers away kit. At the end of the season the relevant players shirts are passed to the sponsors and names of Trust members are drawn randomly. The Trust members who won these two tops were Alan Jones and Ian Smart who have both been contacted and collection of the shirts arranged. This season however it is only intended to sponsor one player kit at a cost of £350 and this will be arranged shortly with the clubs commercial department and again at the end of the season there will be a draw made within the membership.

St.Mirren General Manager – Regular monthly meetings have been taking place for some time now and have become a matter of routine engagement and are always attended by Brian Caldwell, at least one representative of the Youth Academy and two of the Trust committee. Although you will have read above about some of the items undertaken in support of the clubs youth academy it is also of benefit to SMiSA in that any projects or initiatives the Trust is undertaking will ensure we are supported and assistance is provided where required such as events, share purchase, facilities, promotion of the Trust etc etc and more importantly that dialogue is maintained between both parties.

As a member of SMiSA if you have any points you would like to be taken up with the general manager, or indeed anyone at the club, please do not hesitate to contact us and your point will be submitted for discussion at the the following meeting.

Fan ownership – As you will be aware, the trust board has been working with former St Mirren director Gordon Scott to investigate the feasibility of a joint offer for the majority shareholding in the club held by the consortium, and we made all members aware of this by email on 1 July

We were delighted by the feedback we had to the announcement, which was overwhelmingly positive, and that has encouraged us to keep pushing forward.

To recap, the model we are working on would see meaningful fan representation over the short and medium term, and majority fan ownership over the long term. 

The idea is that Gordon will put up the majority of the cash for an offer to the consortium while the trust fundraise the rest.

If the offer was accepted, Gordon would become club chairman and SMiSA would receive a place on the board, but would continue to fundraise to buy Gordon’s shares at some point in the future.

We are doing this because we believe no one will take better care of our club than you, the fans. We also believe this model offers us the most viable and sustainable way of making that happen.

But as we made clear at the time, we are still at the early stages of a very long process.

There remains plenty work to be done before we could make a formal offer to the consortium, or be in a position run the sort of fundraising campaign required.

We are conscious this is the first communication on the subject since the initial statement, however we have been busy behind the scenes in the past month.

As we are sure you would understand, such a complex undertaking takes a lot of time and effort to do properly, and we are keen to ensure everything is carried out in a professional manner.

Among other things, we have been researching fundraising models, budget projections and legal considerations.

We are excited by the possibilities of what we are working on, but are determined to make sure our model is viable and robust before putting anything on the table.

We would ask that you bear with

us in the meantime as we will update members further once we have something more concrete to share.

And we would reiterate that any potential deal would require to be voted on by the SMiSA membership before it could be agreed.

Private Share Purchase – Before the potential for the Trust to consider pursuing the consortiums 51% shareholding it was public knowledge that the Trust was intending to buy St.Mirren shares from other shareholders and several offers were taken up. In light of the Fan Ownership initiative general purchase of privately owned shares will cease until further notice (pending the outcome of the 51%). The last of the pending purchases was completed recently and no further offers will be initiated.

At this point therefore the Trust shareholding in St.Mirren FC is as follows:

Original shares purchased from club         = 3877 shares

Private shares purchased since Nov 2014 = 2465 shares at a total cost of £12,325

Total shareholding = 6342

This equates to 3.3% shareholding in St.Mirren

Acknowledgement – the Trust board would like to thank you for your continued involvement with SMiSA and we would hope that you help promote the Trust at every opportunity and encourage others to get involved and help ensure collectively we all continue to MAKE A DIFFERENCE to the club and the community.

Any feedback, questions or comments are always appreciated therefore please do not hesitate to get in touch at any time either by replying to this email address or on facebook.com/1877SocietyLtd or twitter.com/1877SocietyLtd

Regards

John White on behalf of SMiSA

COYS