General Meeting Statement

[Little General 80]

Statement on Requisition for General Meeting

 

After correspondence with MASH Holdings Limited (“MASH”) regarding their S.303 requisition for a General Meeting, the Board of Directors of Rangers International Football Club PLC (the “Company”) has agreed to call a General Meeting at which an amended Resolution from MASH will be placed alongside a Resolution from your Board. The meeting will also discuss certain items of business requested by MASH and some matters as to which the Board thought shareholders should be informed.

 

The Notice of Meeting is set out at http://www.rangersinternationalfootballclub.com/shareholder-centre/circulars-admission-document

 

The Board of Directors will provide shareholders with recommendations as to how to vote on the Resolutions separately but would advise shareholders that their legal advice from a senior QC is that the Requisitioned Resolution, if passed, would not create a binding legal obligation on the Board or the Company.

 

http://www.rangers.co.uk/news/headlines/item/9377-company-statement

Edited May 26, 2015 by Little General

[stewarty 2,028]

Nice move - lets debate the finer points of the Sports Direct relationship in a public forum for all shareholders to see.

 

The time for playing nice with Ashley went a long time ago.

[stewarty 2,028]

From the resolution proposed by the Board, the folowing paragraph is the "hit the nuclear button" moment:

 

"

raise with shareholders the recent penalties imposed on the Club in respect of the Scottish FA disciplinary rules 1 and 19. As a result of these penalties and to prevent a situation where further breaches of these rules could trigger severe sanctions on the Club, the Directors are considering incorporating disciplinary rule 19 into the Articles of Association of the Company and disapplying voting rights in respect of any shareholding(s) which breach these rules. The Directors will update shareholders at the meeting. as to why they believes this step is necessary, the potential effect of any further breach of these rules and the timetable for presenting a resolution for shareholders’ consideration. "

[stewarty 2,028]

Possible implications of this, on first reading could be to:

 

- remove Ashley's voting rights

- make it easier to issue new shares

- refuse Ashley pre-emption rights in any new share issue

[stewarty 2,028]

Of course, Ashley will have lawyers crawling all over this... but this is expected.

[barca72 440]

ORDINARY RESOLUTIONS:

 

1. THAT, the shareholders support the principle that the Rangers Football Club Limited

(the “Club”), a subsidiary of the Company, is released from the arrangements between

the Club and SportsDirect.com Retail Limited (Sports Direct) pursuant to the Facility

announced by the Company on 27 January 2015:

(a) including the release of security over (i) the Rangers' brands owned by the Club; (ii)

the Murray Park training ground; (iii) the Albion Street car park; and (iv) Edmiston House;

(b) including the release of the Club from the current restrictions preventing it from being

able to provide security over the Ibrox stadium without the prior consent of Sports Direct;

and© thereby resulting in the transfer back of a 26% interest in Rangers Retail Limited

from Sports Direct to the Club , through the Directors of the Company resolving to

procure the repayment in full of the loan of £5 million owed by the Club to Sports Direct

as soon as possible after the passing of this Resolution.

 

2. THAT, the shareholders support the Directors of the Company in their desire to ensure

that the contractual arrangements between the Club and various members of the Sports

Direct group of companies are renegotiated on a basis that is fair and reasonable for both

parties and will deliver best value to both the Club and Sports Direct. The shareholders

agree that these negotiations need to address the whole relationship between the Club

and Sports Direct in order to achieve that goal.

 

 

(a) At the request of MASH Holdings Limited, this GM has been requisitioned to consider ordinary resolution 1 below and for the following purposes:

For the Directors of the Company (the “Directors”) to attend to explain in detail to the shareholders (and answer questions raised by the shareholders at the requisitioned general meeting):

 the precise reasons why the Company is no longer trading on AIM and what steps the Directors took to preserve this trading facility, including, but not limited to, the following questions:

o what steps (if any) the Directors took to ensure that the prospective Nominated Adviser completed its due diligence well in advance of the 30 day deadline mandated by AIM Rules;

o when the Directors first became aware that the prospective Nominated Adviser was no longer willing to be appointed; and o what steps (if any) the Directors took to identify and communicate with other potential Nominated Advisers within the 30 day deadline

 what steps should be taken to protect the interests of the shareholders of the Company and to ensure that the Company adheres to good standards of corporate governance and/ or to create liquidity for shareholders and to preserve value for those shareholders who are content to remain as shareholders in an unlisted company;

and  under what terms the £1,500,000 loan provided to the Company by Messrs Douglas Park, George Letham and George Taylor was made available to the Company and how that sum was subsequently made available to the Club.

 

There was some activity today ...

J.P. Jenkins

LMMX

A division of Peterhouse House Corporate Finance

 

Latest Prices

 

Rangers International Football Club PLC

 

Symbol

Ind Price

Change on Price

Currency

Daily Volume

 

RFC 27.5p 0 GBX 14,471

 

Trade Date

Trade time

Price

Volume

 

21.04.15 09:45 27.5p 500

21.04.15 09:48 27.5p 1,000

27.04.15 10:59 27.5p 1,501

27.04.15 11:01 27.5p 1,400

26.05.15 11:53 27.5p 14,471 <--------

 

Company

Company Name: Rangers International Football Club PLC

Symbol: RFC

ISIN: GB00B90T9Z75

Co. Reg. No.: SC 437060

Par Value: 1p

Class of Security: ORD

Settlement Type: CREST

Registrar: Capita Asset Services

Dealing Restrictions: NONE

Status: LIVE

Region: Scotland

Sector: Consumer Cyclical

[stewarty 2,028]

Interesting that Ashley wants to keep details of RRL deal confidential. I wonder what rights shareholders have in such instances... Does the Companies Act not have provisions for providing shareholders access to particulars of contracts? (assuming certain protocols are followed)

 

edit; ref S.702 is the relevant part

Edited May 26, 2015 by stewarty

[Laudbertz 0]

I had to laugh at the point Ashley is asking for specific details on the £1.5m loan from T3B.

Safe to say the conditions of the loan will be a damn sight more reasonable than that of any loan he has provided Rangers!

[BrahimHemdani 1]

Perhaps I'm missing something here but I don't understand the need for Resolutions 1 and 2. Do the directors not have the right to repay the loan and thereby release the securities and renogotiate "the contractual arrangements between the Club and various members of the Sports Direct group of companies"?

 

They didn't need shareholder approval to take the loan or enter into the arrangements (albeit it was different directors they were still the board at that time).

 

Or are these just battlefield manoeuvres with the intention of forcing a tactical withdrawal by Ashley?

 

If so it seems an expensive way of achieving that objective.

Edited May 26, 2015 by BrahimHemdani

[compo 7,055]

for gods sake give him his money back and buy his blinking shares and hope we never hear of him again