Following our email to members on Friday afternoon, we felt it important to provide further context to the voting which took place at the Hibernian Supporters AGM on Thursday 22nd February.
Like all Hibs fans, we have been aware of speculation surrounding investment proposals at the football club for some time. With many potential scenarios to consider, we have endeavoured to best prepare ourselves for every eventuality.
Along with all shareholders, we received notice of the proposed resolutions set to be voted on at the club’s AGM by letter on 2nd February 2024.
As a membership organisation it was necessary for us to act quickly following the club’s AGM notice to ensure members were given the opportunity to share their views with us in order to take instruction on how to vote at the club’s AGM on Tuesday 27th February.
Given our obligation to give members 14 days’ notice ahead of our own AGM, we acted swiftly to organise a meeting and shared the associated documentation with all members as quickly as possible following the confirmation from the club.
All members were supplied with the ability to vote in person, or by proxy, which matches exactly the options given to shareholders ahead of the club’s AGM.
With two special resolutions to be put to shareholders requiring a 75% majority vote to pass, it was these two resolutions which were put to our members.
We have sought to engage with the club at all times since the initial investment speculation was reported. We have received little context or explanation around any of the proposals and have, in the main, relied on media reports to stay engaged with the progress.
Overview
The club’s Resolution 5 seeks to give the club approval to disapply pre-emption rights following the issuance of new shares – meaning that shareholders who would normally be given the opportunity to purchase shares are being asked to voluntarily give up these rights.
Resolution 6 seeks approval to implement new Articles of Association – effectively the rules of the company (club) – and again requires a 75% majority vote to be passed.
For the avoidance of doubt, there was no vote on merits or otherwise of the proposed Black Knight investment in the club. Reports which suggest any opinion has been given on the general introduction of finance into the club are inaccurate.
A vote on the issuance of new shares is covered in the club’s Resolution 4. As this is an ordinary resolution which requires more than 50% of shareholders to vote in favour, and as Bydand Sports own 67% of the shares in the club, we did not feel there was a requirement to discuss or vote on this matter.
Votes were conducted on the two special resolutions which address the specific ways in which the club are proposing to facilitate the new investment.
Resolution 5
As an organisation which aims to acquire and hold shares in the football club on behalf of our members, Resolution 5 asks Hibernian Supporters to give the club the right to issue new shares without giving Hibernian Supporters the opportunity to participate.
The disapplication of pre-emption rights will result in the dilution of all minority shareholders, including Hibernian Supporters. It will also result in the balance of shares being held in the hands of supporters being reduced significantly below the 25% threshold which we believe to be an important level of safeguarding.
Members were asked to vote on whether or not they’d approve of pre-emption rights being removed for one year following the club’s AGM.
Votes received: 80
Votes for: 19 (23.75%)
Votes against: 59 (73.75%)
Abstentions: 2 (2.5%)
Resolution 6
Resolution 6 seeks approval to adopt new Articles of Association for the club. The changes proposed to these new Articles are – at best – incredibly difficult to find and the club have provided little detail in relation to their proposed changes and the reason for them.
One of the key changes to the Articles appears to be the introduction of ‘drag along rights’ which would oblige all shareholders to sell their shares in the event a third party seeks to purchase more than 80% of the shares in the club.
The Articles of Association also give the football club board the right to approve or reject the transfer or sale of shares from any single shareholder outside of their direct family.
Votes received: 80
Votes for: 16 (20%)
Votes against: 61 (76%)
Abstentions: 3 (4%)
While we understand there are differing views on the subject matters to be covered at the club’s AGM on Tuesday, we have an obligation to seek instruction from members and vote in line with the outcome.
We are all, of course, Hibs fans and we all want what we believe to be in the best interests of the club.
In difficult circumstances we believe we have moved quickly to seek instruction from our members, have shared as much information as we can around our best understanding of the resolutions and the possible impact they might have on Hibernian Supporters.
We will be voting in accordance with the outcome of our own votes at the club’s AGM on Tuesday and we would encourage all Hibs fans to respect the views of our voting members and all other supporters as we move forward.
If you have any questions or would like to discuss anything further, please contact us at [email protected].
