Hibs stand on brink of seismic AGM: The silent kingmaker, Bill Foley millions, 'feeling of powerlessness', HSL plight

Easter Road landscape set to be changed drastically – and there’s excitement and concern in equal measure

Will it be Lawrence Shankland who emerges the match winner again, hitting his 26th goal of a gilded season? Or might on-loan star Myziane Maolida continue his bright start in Scottish football to hit home the decisive goal in the 307th league meeting between Hearts and Hibs on Wednesday night?

Or does any of it really matter when events off the park this week could prove to have far more enduring significance with regards to football in the city, shaping where the balance of power might lie in the future and having ramifications for the wider Scottish football landscape?

It seems appropriate that on the eve of an Edinburgh derby, a battle for the heart of Hibernian should be taking place. Although whether it really is a battle is a moot point since that implies a degree of jeopardy. Instead, maybe fait accompli is more fitting.

Bill Foley's £6million investment in Hibs is set to be voted through at Hibs' AGM on Tuesday night.

Tuesday night’s annual general meeting of The Hibernian Football Club Limited could be viewed as the most important in the history of a proud club, one which celebrates its 150th anniversary next year. However, the outcome is almost certain to have been already settled in agreements made elsewhere and long before shareholders begin gathering at Easter Road. The drama anticipated at Tynecastle on Wednesday will be absent.

It's all but guaranteed that Hibs, in the words of one pensive supporter, will be 80 per cent owned "by corporate America" by the time players head across the city to Gorgie to face in-form Hearts. Hail, hail the hybrid Hibs are here – owned by two holding companies called Bydand Sports, the majority shareholder helmed by Ron Gordon until his death 12 months ago, and United States-based Bill Foley’s Black Knight Football and Entertainment Group, already owners of Premier League side Bournemouth.

The Scottish Football Association gave the green light for this £6 million investment from Foley after being petitioned by Hibs, who argued that the governing body should relax previously stringent rules about an individual or group owning significant stakes in more than one club. The Easter Road club pointed to the benefits such a tie-up will bring to Scottish football. The SFA consented, providing the involvement did not exceed a 29.9 per cent shareholding. Foley’s proposed cash injection amounts to a 25 per cent stake.

“The investment proposal will now be shared and ratified at the club’s Annual General Meeting, which will occur in February,” said a statement from Hibs at the time. Such confidence is not misplaced.

There will be a heavy American influence at Hibs.

Martin Boyle might score a hat-trick at Tynecastle but he still won’t be the key Hibs figure this week. That title belongs to a former Baillie Gifford partner Leslie Robb, whose more recent activities relate to his interest in "venture philanthropy". It has recently emerged that he holds a not insignificant 10 per cent stake in the club.

Given the Gordon family own a 67 per cent shareholding, it only needs Robb to vote in favour to exceed the 75 per cent threshold and pass a special resolution being proposed at the agm allowing directors to "disapply" pre-emption rights following the issuing of new shares, meaning shareholders who would normally be given the opportunity to purchase new shares are being asked to voluntarily give up these rights.

In other words, revoke safeguards designed to protect smaller shareholders such as Hibernian Supporters Limited (HSL), the fans’ vehicle founded amid great fanfare in 2015 with the expressed intent to build towards a 25.1 stake. Take-up was admittedly slow due to a variety of reasons, including residual mistrust of the club's then owners, Sir Tom Farmer and Rod Petrie, from a section of the fanbase.

The group peaked at 19.5 per cent. When Ron Gordon bought control from Farmer in 2019, this stake was instantly reduced to 15.4 per cent. HSL now stand to be diluted further, to around 7 per cent, if, or more accurately when, Foley arrives. Why would turkeys vote for Christmas is a phrase that springs instantly to mind. They didn’t.

Hibs will celebrate their 150th year in 2025 and have a proud heritage.

On a cold evening down a cobbled lane off Easter Road last week members of the 4,000-strong organisation voted overwhelmingly not to approve pre-emption rights being removed for one year.

Out of 80 ballot papers received, 59 (73.8 per cent) had a cross in the ‘against’ box. Crucially, members were not asked to vote on the investment proposal, which it must reasonably be assumed has already been approved by the principal shareholder. Nevertheless, HSL are now cast as fun sponges by some quarters of the Hibs support, accused of being content to stymie investment for their own futile ends.

Indeed, whither HSL and their hopes for a 25.1 per cent stake? This figure was not plucked out of the sky. It was the threshold they needed to reach to give them a meaningful say in how the club was run – to allow them to block, for example, future majority shareholders who might not have the club's best interests at heart.

Few will need reminded of Wallace Mercer's attempt to take advantage of such a situation in 1990. The then Hearts owner was intent on a merger of the two Edinburgh clubs and found a willing ally in London-based tycoon David Rowland, Hibs' largest shareholder.

From left, the founding Directors of the Hibernian Supporters Limited pictured with then chief executive Leeann Dempster in 2015: Gordon Smith, MSP for Edinburgh Eastern Kenny MacAskill, Charlie Reid, Stephen Dunn and Jim Adie.

Fans fought that attempt off with a gusto that’s still regarded as a benchmark for supporter movements to this day. Hands off Hibs were a protest group made up of people willing to put their lives on hold to protect an institution they loved. They could even count on support from the other side of town. Legendary Hearts striker John Robertson spoke at a rally at the Usher Hall despite being ordered not to attend by his club.

So why is this relevant now? Foley is no Mercer. He does not want to shut down the club or even merge with anyone else, although one concern is he sees Hibs as a feeder club for Bournemouth, which was an arrangement Chelsea owner Ken Bates once proposed to David Duff, Easter Road chairman at the time of the Mercer merger attempt. Duff turned Bates down – "I told him Chelsea would be a good feeder team for us," he told The Scotsman on Monday – and later held out as Mercer circled.

"It is very different to what happened thirty years ago, when the intention was to destroy Hibs," said Duff. "There’s not any intention to destroy Hibs with this. But... forward with caution. Probably any investment is a good thing if it doesn’t harm the club. The community club will survive whatever the corporate club will do."

Foley, a reported billionaire, signifies an opportunity made more appealing by the currently financially buoyant situation at Hearts. He is also the only known investor willing to come to the table at a time when the Easter Road club have just posted an operating loss of £6.9m.

Still, one complaint from some Hibs fans is that they’ve received little detail about the on-going nature of the Black Knight investment. Will Foley really not have a major say in goings-on at the club? This is one stipulation of SFA approval.

Further cause for concern is the second of two special resolutions shareholders are being asked to vote on this evening – significant changes to the Articles of Association that feel, well, slightly ominous. “The club is slipping away from the community,” says HSL chairman Jim Adie. “One wonders about its final destination.”

Ron Gordon passed away last year, with his widow Kit and son Ian continuing to own Hibs.

It's certainly not the club it once was. Only one Scot, goalkeeper David Marshall, started Saturday's 2-1 win over Dundee, Hibs’ first league victory since December. Three of the starting XI were loan players. One, Emiliano Marcondes, is on hire from Bournemouth on presumably mates' rates. He's already proved he's a very good player, and therein lies the rub. All football fans are the same. They want to see good players playing for their club.

It's just that some Hibs supporters want more information, they want slightly more respect to be paid to an organisation such as HSL, who gifted Hibs £560,000 towards running costs during the pandemic.

“I’ve been around long enough to be sceptical, it’s the feeling of powerlessness," says one fan. “It’s good they are thinking creatively outside the box, I'm not knocking that. But we, the fans, have been forced into being toothless. They’ve knocked out some more teeth now…”

The impression given is that HSL are being written out of the equation and ignored. A recent interview with Hibs chief executive Ben Kensell on an Edinburgh-based news website did not contain a single mention of the group. Whatever one's opinion on HSL, that doesn't seem right. They are currently the club’s second largest shareholder.

They have, though, long since been rendered redundant. It is worth noting that a significant shareholding has recently been revealed. Step forward Mr Robb, whose name suddenly appeared on a corrective statement submitted to Companies House late last year amending the register of shareholders dating back to 2016. A number of entries, 22 in total and listed under terms such as Scotland Street nominee and Leith Walk nominee, have disappeared to be replaced by Mr Robb's name, with both totals matching the 12,500,000 shares now confirmed as belonging to him.

This suggests a significant share sale to one individual has occurred unbeknownst to HSL, who were led to believe that only they were allowed to buy a limitless number of shares still available prior to Gordon's purchase of the club. Many Hibs supporters have been left disillusioned, including musician Charlie Reid, one half of the Proclaimers, who tells The Scotsman: "I was proud of my time as a director at HSL and indeed continue to fully support the effort to acquire a meaningful stake in our club". He adds: "Past and recent developments have of course made that task harder to achieve but the ambition is still the right one.

“I am saddened to hear about the plans to again dilute the shareholding of HSL, particularly knowing the sacrifices that many ordinary fans made in trying to help the club."

This newspaper on Tuesday made efforts to contact Mr Robb, whose pivotal vote might be viewed through the prism of his involvement in a property company alongside other current Hibs directors.

It’s understood he will be present in person at the AGM. And why shouldn't he be? Plenty of acclaim will be forthcoming. He is, effectively, the kingmaker, primed to push through the Foley deal.

Perhaps most critically of all, in the eyes of many excited supporters, he is the one whose vote means Hearts may not have it all their own way in future. But, others might ask, will there be a cost?