General Meeting Statement

[RANGERRAB 3,678]

I can honestly say that is one of the most ridiculous comments I've seen on here in a long time. King should answer Ashley's questions about disappearing NOMADs and King stands guilty of wasting money on EGMs? Have you been asleep for a few months? Or just blinkered?

 

You don't think these are relevant questions which need answered ?

As a shareholder I want them answered. I was under the impression a NOMAD was in place after the EGM.

[chilledbear 16]

Mike Ashley’s failure to contest a Scottish Football Association verdict on dual ownership rules has opened the door for Rangers chairman Dave King to ambush the Newcastle United owner over his demand for a general meeting of Ibrox shareholders, The Daily Telegraph can reveal.

 

Ashley had requisitioned for the meeting to call for a £5 million loan made by him to Rangers to be repaid immediately, in an attempt to squeeze the club’s cash flow at the most vulnerable time of the year. He also demanded that King explain why Rangers’ shares had been delisted, what steps had been taken to find a Stock Exchange nominated adviser (Nomad) and what terms had been agreed for a £1.5 million loan from the Three Bears consortium of wealthy supporters.

However, as disclosed by The Daily Telegraph last week, Ashley did not appeal the SFA’s finding that he had been in breach of their dual ownership regulations.

Instead – although his net worth is estimated to be £3.25 billion – Ashley’s lawyers contested the £7,500 fine imposed on him, on the grounds that it was disproportionate. Rangers, meanwhile, were fined £5,500 for breaching dual ownership rules, a verdict that was issued five weeks after King had overthrown the previous Ashley-backed regime at Ibrox.

King and his allies accepted the sanction with alacrity because it offered them the opportunity to investigate the possibility that contracts for Sports Direct deals with Rangers might have been agreed while the company’s owner and the club were both infringing SFA regulations.

They also took legal advice on what they could put on the table at the general meeting – which will be held on June 12 at Ibrox – and returned fire on Ashley by adding their own resolutions to the agenda.

One proposal is to incorporate the SFA’s dual ownership rules into Rangers’ own articles of association with the intent of limiting Ashley’s future influence over the club.

In an announcement on Rangers’ official website last night, the board declared that it would “provide shareholders with a breakdown of the income received by Rangers Retail Limited (“RRL”) since its incorporation and the payments made by RRL to the club.”

The statement added that the directors would “advise shareholders on certain of the terms of the shareholders agreement relative to RRL and the effect these terms could have if valid and enforceable and 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 believe this step is necessary, the potential effect of any further breach of these rules and the timetable for presenting a resolution for shareholders’ consideration.”

The Rangers directors have also tabled a resolution calling for existing Sports Direct contracts with the club to be scrapped, and ask for shareholders to “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”.

 

http://www.telegraph.co.uk/sport/football/teams/rangers/11631951/Rangers-news-Dave-King-ready-to-ambush-Mike-Ashley-at-Ibrox-general-meeting.html

[Bluedell 5,627]

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.

 

It gives the directors a moral authority and can be used as back-up that the SD deal was not in the best interests of the company and is not supported by shareholders.

 

Also it means that Ashley is not dictating the sole agenda.

[Bluedell 5,627]

And that would stand up in a court of law would it ????

How do you know they were illegal? Can you prove breached fiduciary duty?

 

It's fairly obvious that there was a breach of fiduciary duty and there is enough circumstantial evidence for most objective people to come to that conclusion. However whether it would stand up in a court of law is a different matter and any court case would be expensive and time consuming.

[Bluedell 5,627]

Why don't the board simply answer Ashley's questions regards the NOMAD & de-listing & save the club the EGM costs?

 

A good question.

 

Perhaps it's felt that Ashley wants the questions answered in the public forum of an EGM and doesn't want just a written answer, hence the inclusion of "and answer questions raised by the shareholders at the requisitioned general meeting". Just answering the questions may not be enough to escape the EGM

 

Perhaps it's drawing a line in the sand, getting shareholder approval that they don't need to answer Ashley's questions publicly. If they answer these then there will just be another lot, and another.

 

Perhaps it's just a strategic move in the chess game of getting out of the SD contract.

[Frankie 8,570]

We can all put our own spin on the wording of this notice (and indeed the initial requisition) but I think it's good to see Ashley is now actually playing against a proper opponent on the other side of the chess board when before, he seemed to be the one making moves for both players.

 

As it stands we need the club to win and, I think, this is just one clever step towards that. However, it's far from check-mate.

[aweebluesoandso 290]

We're a side show for Ashley, if you believe his propaganda that Newcastle are once again his sole focus. Obviously his pride has taken a knock being outmanoeuvred by King and the 3Bears. but when it comes to money he does seem the grasping miser. So the merchandise onerous contract being very lucrative for Sports Direct, could be the where he digs his heels in?

 

Then again even an mutually beneficial merchandise contract could make Ashley and SD money, so hopefully financial sense will win over pure avarice with Ashley.

[craig 5,199]

Why don't the board simply answer Ashley's questions regards the NOMAD & de-listing & save the club the EGM costs?

 

Because Ashley requisitioned an EGM.

[BrahimHemdani 1]

Dave King already knew this before you or I read the article. Is he a liar then when he says Ashley isn't a 'threat'?

 

King is a proven liar, so I would take anything he says with a very large pinch of salt.

[BrahimHemdani 1]

It gives the directors a moral authority and can be used as back-up that the SD deal was not in the best interests of the company and is not supported by shareholders.

 

Also it means that Ashley is not dictating the sole agenda.

 

Why would the directors require "moral authority"? Do they not occupy the moral high ground already?