Notice of AGM

[chilledbear 16]

Can someone explain Ordinary Resolution Numbers 9 and 10 please.

 

http://m.londonstockexchange.com/exchange/mobile/news/detail.html?announcementId=11785392 …

 

 

 

 

 

Company Rangers Int. Football Club PLC

TIDM RFC

Headline Notice of AGM

Released 07:00 26-Nov-2013

Number 8944T07

 

RNS Number : 8944T

Rangers Int. Football Club PLC

26 November 2013

 



 

26 November 2013

 

Rangers International Football Club plc

("Rangers" or the "Company")

 

Posting of Notice of Annual General Meeting

 

The Company has posted a notice of Annual General Meeting ("Notice of AGM") dated 25 November 2013, together with a form of proxy to shareholders. A copy of the Notice of AGM is also available from the Company's website at http://www.rangersinternationalfootballclub.com/shareholder-centre/reports-accounts. As previously announced, the Company's Annual General Meeting will be held 10:30am on Thursday 19 December 2013 at Ibrox Stadium, 150 Edmiston Drive, Glasgow G51 2XD, where the resolutions set out below will be put to members.

 

The instrument appointing a proxy, together with a power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be completed, signed and returned so as to reach, by hand or by post, Capita Registrars, The Proxy Department, The Registry, 34 Beckenham Road, Kent BR3 4TU no later than 10.30 a.m. on 17 December 2013. Any member or his proxy has the right to ask any questions at the Annual General Meeting relating to the business at the Annual General Meeting.

 

 

As Ordinary Business

 

ORDINARY RESOLUTIONS

 

1. "THAT the Company's audited financial statements for the financial year ended 30 June 2013 together with the report of the directors of the Company (the "Directors") and the auditor's report be received and adopted."

 

2. "THAT David Somers, who retires and offers himself for re-appointment in accordance with the Company's articles of association, be re-appointed as a Director."

 

3. "THAT Graham Wallace, who retires and offers himself for re-appointment in accordance with the Company's articles of association, be re-appointed as a Director."

 

4. "THAT Brian Stockbridge, who retires and offers himself for re-appointment in accordance with the Company's articles of association, be re-appointed as a Director."

 

5. "THAT Norman Crighton, who retires and offers himself for re-appointment in accordance with the Company's articles of association, be re-appointed as a Director."

 

6. "THAT James Easdale, who retires and offers himself for re-appointment in accordance with the Company's articles of association, be re-appointed as a Director."

 

7. "THAT Deloitte LLP be re-appointed as auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company before which audited financial statements of the Company are laid."

 

8. "THAT the Directors be authorised to determine the remuneration of the Company's auditors."

 

ORDINARY RESOLUTION

 

9. "THAT the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to allot Relevant Securities (as defined in the notes to this resolution):

 

(a) up to an aggregate nominal amount of £217,000; and

 

(b) up to an aggregate nominal amount of £66,000 to employees and directors in accordance with the rules of any share option scheme approved by the Company; and

 

© comprising equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of £434,000 (after deducting from such limit the aggregate nominal amount of any Relevant Securities allotted under sub-paragraphs (a) and (b) above) in connection with an offer by way of rights issue to holders of ordinary shares of one pence each in the capital of the Company ('Ordinary Shares') in proportion (as nearly as may be practicable) to their existing holdings and to holders of other equity securities as required by the rights of those securities or, as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange,

 

and such authority shall expire on the date of the Annual General Meeting of the Company to be held in 2014 or, if earlier, 19 January 2015, but so that the Company may, in each case, before such expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired. This authority shall be in substitution for any previous authorities granted in this regard by the Company, but without prejudice to any allotment of Relevant Securities or grant of rights already made, offered or agreed to be made pursuant to such authorities."

 

10. "THAT the Directors be and they are empowered pursuant to Section 570(1) of the Act to allot equity securities (as defined in Section 560(1) of the Act) of the Company wholly for cash pursuant to the authority of the Directors under Section 551 of the Act conferred by Resolution 9 above, and/or by way of a sale of treasury shares for cash (by virtue of Section 573 of the Act), in each case as if Section 561(1) of the Act did not apply to such allotment provided that:

 

(a) the power conferred by this resolution shall be limited to:

 

(i) the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph © of Resolution 9, by way of a rights issue only):

 

(A) in favour of holders of Ordinary Shares in the capital of the Company, where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number of Ordinary Shares in the capital of the Company held by them; and

 

(B) to holders of any other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

 

(ii) in the case of the authority granted under paragraphs (a) or (b) of Resolution 9 and/or in the case of any sale of treasury shares for cash, the allotment, otherwise than pursuant to sub-paragraph (i) above, of equity securities or sale of treasury shares up to an aggregate nominal value equal to £66,000; and

 

(b) unless previously revoked, varied or extended, this power shall expire on the date of the next Annual General Meeting of the Company, or if earlier 19 January 2015, except that the Company may before the expiry of this power make an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors may allot equity securities (and sell treasury shares) in pursuance of such an offer or agreement as if this power had not expired."

 

As other Ordinary Business

 

ORDINARY RESOLUTIONS

 

11. THAT Paul Murray be and is appointed as a director of the Company with immediate effect.

 

12. THAT Malcolm Murray be and is appointed as a director of the Company with immediate effect.

 

13. THAT Scott Murdoch be and is hereby appointed as a director of the Company with immediate effect.

 

14. THAT Alex Wilson be and is hereby appointed as a director of the Company with immediate effect.

 

 

For further information please contact:

 

Rangers International Football Club plc

 

Graham Wallace

Brian Stockbridge

Tel: 0141 580 8647

 

 

Daniel Stewart & Company plc

Tel: 020 7776 6550

Paul Shackleton / James Thomas

 

 

 

Newgate Threadneedle

Tel: 020 7148 6143

Graham Herring / Roddy Watt / John Coles

 

 

 

Media House International Ltd

Tel: 020 7710 0020

Jack Irvine

 

 

 

 

This information is provided by RNS

The company news service from the London Stock Exchange

 

END

[Zappa 0]

Can someone explain Ordinary Resolution Numbers 9 and 10 please.

 

9. Bend over.

 

10. Apply lubrication.

[SteveC 150]

Almost. But 10 is actually "first buy, then apply, lubrication"

[chilledbear 16]

A sex Manual.

[BEARGER 1,853]

Can someone explain Ordinary Resolution Numbers 9 and 10 please.

 

Does it mean that the directors can award themselves share options?

[the gunslinger 3,366]

9 and 10 a free reign to gift enough shares to the likes of easdale so he can take total control and do whatever the hell he likes for almost no outlay.