Will tonight's AGM signal the start of a new era for Hibs?

The headline event of this evening's AGM will be shareholders voting on Resolutions 5 and 6, which the club needs to push ahead with Foley's proposed investment. The Scottish FA, the Black Knights, and the Gordon family have all given the go-ahead and the club is confident of receiving the backing they need, despite HSL's opposition to the decision. 

Initially established in 2015 with the ultimate aim of purchasing enough shares to hold a 25 per cent stake in the club, have a say in major issues and potentially be a route to fan ownership, HSL's efforts were thwarted when the late Ron Gordon became majority shareholder in the summer of 2019, taking over from Sir Tom Farmer. HSL, which says it has 'around 4,000 ordinary Hibs supporters' as members, is currently the second largest shareholder with a total stake of 15.4%. The Gordon family currently owns 67% of shares while businessman Leslie Robb holds 10%. The remaining percentage is made up of shares owned by individual supporters. 

The club's board has held discussions with many different shareholders, including majority owners the Gordons, but is acutely aware of the concerns around a change to the club's ownership. Chief executive Ben Kensell remains confident that fans should have no concerns and instead be optimistic about the future. 

"The club has debts to the Gordon family and the Gordon family are, thankfully, dissolving those debts and turning them into equity, which is only a good thing; for a football club not to be sitting on significant debt," Kensell told Sky Sports earlier this month. 

"I don't think the fans should have concerns. We've structured the deal in a way that means we're completely independent; the Gordon family still have ownership and full say in how they want the club to be run."

Foley's proposed investment in the club requires backing from shareholders, and Resolutions 5 and 6 require a 75% majority vote in favour to pass and pave the way for the Bournemouth owner's involvement - which is expected to be around 25%, with his overall share of the company unable to exceed 29.9%. 

HSL - perhaps unsurprisingly - have voted to block the proposal, which would dilute their own shareholding and those of others. A statement issued last week made clear their intention: "Hibernian Supporters Ltd., currently the second largest shareholder in Hibernian FC, announce their voting intentions ahead of the club’s upcoming AGM. Following a voting process taken at their AGM, their chairman, Jim Adie, confirmed that members had directed the Hibernian Supporters board to vote against the club’s Resolutions 5 and 6."

Kensell added: "Discussions have been had with various different shareholders; the principal one being the Gordon family as majority owners. We were well aware that change can be a nervy thing with any football club, especially around ownership, but I don't think people should see this is as a concern, they should see it as an opportunity. And we will have the opportunity to answer any questions shareholders may have, at the AGM, and the likes of Leslie Robb, the Gordon family, HSL, will all have an opportunity to have their say and to how this can benefit the club moving forward."

What are Resolutions 5 and 6?

Resolutions 5 and 6 are the key rulings at tonight's AGM. Should they receive the required backing, then the investment will be completed. Hibs remain confident of winning the majority needed, despite HSL's opposition but the fans' group will be given an opportunity to put forward a motion and make a case opposing Foley's investment at this evening's meeting at Easter Road. 

Resolution 5 deals with the process of the club gaining approval to 'disapply pre-emption rights following the issuance of new shares' - essentially asking shareholders to voluntarily give up the right to purchase shares.

HSL's main issue with this is that Hibs shareholders are being asked to vote in favour of giving the club the right to issue new shares without giving HSL the opportunity to participate. Disapplying pre-emption rights effectively dilutes the shares of all minority shareholders and HSL harbours concerns that the balance of shares owned by supporters will drop below 25% - the cut-off point that the group believes to be 'an important level of safeguarding' for the club's future. HSL members voted overwhelmingly against Resolution 5 at their own AGM earlier this month, with Adie fearing shares could be diluted by as much as 50%. Prior to Ron Gordon acquiring majority control from Sir Tom, HSL had reached a shareholding of 19.5%, that was reduced to their current 15.4% following completion of the deal. Now, they are staring down the barrel of a single-figure shareholding. 

Kensell's take on this is that there are fans on the board who want the best for Hibs. 

"We've got fans on the board, and the fans want a winning team on the pitch," he added. "They want a club that they can support for generations to come, and we've got to make the right decisions at boardroom level and ownership level to ensure that we have the finances available to be competitive in Scottish football. I believe the fans should be pleased with the developments. Shareholders shouldn't be concerned, they should be optimistic. Change can sometimes be nervy but it can also be exciting and a different way forward. We have to find a different way forward, this is our way, and we believe we can be successful this way."

Resolution 6 relates to the implementation of new Articles of Association i.e. the 'rules' of the company. HSL's concerns are centred on what they view as a lack of information about the proposed changes. As part of a larger statement on the proposed investment and tonight's AGM, the group said: "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."

As with Resolution 5, HSL members voted overwhelmingly against Resolution 6.  HSL received 80 votes on Resolution 5, with 23.75% (19 people) voting in favour, 73.75% (59 people) against, with two abstentions. On Resolution 6, 16 people (20%) voted for, 61 (76% against), with three abstensions. 

Adie told Sky Sports earlier this month: "I would say there are more questions than answers. It’s difficult without having more detailed information regarding Mr Foley’s proposals. How did we get here? Why are we in a situation where we need to reach out for further investment? 

"I’ve expressed my disappointment that the club has not made any contact, they have declined to discuss anything with us. There has been a complete lack of transparency. I'm very, very disappointed [with the dilution of shares]. In fact, I would go as far as to say heartbroken. When I think of the 4,000 members who worked so hard to donate £500,000 in funds to help the club during the pandemic, to help it during difficult times... to be treated in this way is just appalling."

HSL director Jackie McNamara, who served the club as captain and assistant manager, added: "I have been appalled by the way that the club board has behaved towards so many ordinary Hibs supporters who have been so supportive and generous to the club. To find ourselves in the position of being asked to vote to deprive ourselves of club shares given that our primary objective is to do just that, is just plain crazy."

Certainly, there has been precious little in the way of acknowledgement from the club - publicly, at least - of HSL's concerns. Kensell has claimed that discussions have been had, and that the club's second-largest shareholder group will get a chance to put forward their views on the investment at the AGM but with Hibs confident of getting the backing they need to bring Foley into the club's inner circle, it's understandable why that might be viewed as little more than a token gesture - and why the club appears to consider them dispensable in this whole exercise. 

What have the key figures at the club said about the AGM and the proposed investment?

The Hibs board remains confident of passing Resolutions 5 and 6 even with HSL's opposition. The club was represented by Kensell and Ian Gordon during talks with the Scottish FA to discuss the proposed investment, with the CEO moving to reassure supporters about the investment. 

Speaking to Sky Sports, Kensell said: "Effectively, it's an equity acquisition for a percentage of the club, with a figure that comes into the club that certainly helps us from a cash-flow perspective and a capital expenditure perspective. The Gordon family has already invested heavily in the club, both on and off the pitch, and what [the investment] does is supports and supplements that investment. Some of the funds are ringfenced off the pitch in terms of capital expenditure at the training ground, and at Easter Road, and also on the pitch in terms of being as competitive as we can be.

"We've been discussing the detail for the last eight months. We want to have a close relationship with the other clubs [in the Black Knight stable] but we need to have the autonomy to operate independently, and I think that's what fans will want to hear. These things are often complicated in terms of trying to achieve what we want to achieve. We want to make sure that we have a nice mix between the multi-club benefit of best practice around player trading but also that we maintain the identity of Hibernian Football Club and the autonomy that we can act in the way we want to act.

"Bournemouth have lots of players and best practices that we can learn from, as do Lorient, and there may be others. Ultimately, we will benefit from being part of that multi-club network if, and when, it goes through at the AGM. That's the edge that we wanted to try to go after following much discussion and deliberation with the Gordon family. I don't think fans should be concerned; they should see it as an opportunity for us to have an edge and potentially get players that we wouldn't normally be able to bring into the club.

"This isn't just about money coming into the club. The fans love this club dearly and deeply, so how can we protect the club for years to come? I would start to see this more as a legacy that means we can remain competitive in the upper echelons of Scottish football and helps us to build a club for the future that the fans can be immensely proud of, within a network of clubs that can actually help each other."

What happens next?

All eyes are on Easter Road for this evening's meeting, but it would be a huge surprise if Foley's investment does not get the required backing. With the Gordons obviously in favour of the proposal, that gives 67% backing. The club will need Robb and his 10% to also vote in favour of the move, or most of the individuals who, combined, make up the remaining percentage of shareholders. 

But anyone who has watched Succession, or understands even just a bit about investments, will be aware that deals are struck ahead of such votes and Kensell's confidence during media interviews is highly unlikely to be misplaced, or mere bravado. Robb, who has extensive experience in the asset management industry and has worked for such organisations as Baillie Gifford and North Yorkshire Pension Fund, is expected to vote in favour of the investment which would hand the club its required 75% majority, and there will likely be plenty of individuals voting with the club as well. As well as heavy involvement with the Hibs women's team, Robb is also listed among those connected with a recently established partnership named Hibernian Property, with 'Bydand-Hibernian Flats LLC' listed as the person with significant control. Ron Gordon established Bydand Sports LLC, the name derived from Clan Gordon's modern-day motto 'Bydand' which in turn stems from the Scots 'Bide an' fecht' ('Stay and fight'), in the summer of 2019 to acquire the majority shares in Hibs. 

The expected backing of Foley's investment is expected to herald a new era at Hibs; one where they will be consistently challenging for third and European football, rather than jostling for a place in the lower top-six with teams working on a fraction of their budget. There is clear resentment from HSL, and understandably so, given the way they have been swept to the periphery during the process.

But with the likes of Myziane Maolida and Nathan Moriah-Welsh offering a tantalising glimpse of what a more-than-financially comfortable future might look like on the pitch for Hibs, that's all many fans - and the board - largely care about.