Ashley Fails in Legal Bid to Interfere with Rangers AGM

[calscot 0]

How much money is he spending to reverse a fine that was reduced to £1000?

[pete 2,499]

How much money is he spending to reverse a fine that was reduced to £1000?

 

It is King he is after and I believe if he gets the decision he will be buying as many shares as he can get his hands on. He has not given up on owning Rangers yet. If he can buy the 25% of shares that the Easdales had proxy too he would be a pretty powerful man and would probably have to be taken on to the board. He is trying to gummy open the Ibrox door. The 1000 pound is just a nonsense to him.

[craig 5,199]

It is King he is after and I believe if he gets the decision he will be buying as many shares as he can get his hands on. He has not given up on owning Rangers yet. If he can buy the 25% of shares that the Easdales had proxy too he would be a pretty powerful man and would probably have to be taken on to the board. He is trying to gummy open the Ibrox door. The 1000 pound is just a nonsense to him.

 

 

How will he be able to do that ? Dual ownership isn't allowed by the footballing authorities, both in Scotland and Europe.

 

The resolution he has managed to block is in terms of his voting rights, not his shareholding. His shareholding can't go above 10% due to the dual ownership rules. The interim injunction he has achieved is one which allows him to use the voting rights of the shares he currently has amassed, which is below the 10% dual ownership.

 

I think you have the wrong end of the stick here pete.

[boabie 230]

King met with the SPFL today at Hampden. http://www.bbc.co.uk/sport/0/football/34921891

[pete 2,499]

How will he be able to do that ? Dual ownership isn't allowed by the footballing authorities, both in Scotland and Europe.

 

The resolution he has managed to block is in terms of his voting rights, not his shareholding. His shareholding can't go above 10% due to the dual ownership rules. The interim injunction he has achieved is one which allows him to use the voting rights of the shares he currently has amassed, which is below the 10% dual ownership.

 

I think you have the wrong end of the stick here pete.

 

Is he not contesting his fine and right to own more shares or have I got that wrong?

[boabie 230]

Is he not contesting his fine and right to own more shares or have I got that wrong?

 

My understanding was that the fine was for exerting undue influence at Ibrox through his placemen on the board. The SFA have told him he cannot buy more shares.

[craig 5,199]

Is he not contesting his fine and right to own more shares or have I got that wrong?

 

Even if that were the case he lost the relevant legal proceedings against those resolutions. The only one he got a stay of execution on was the resolution which was looking to prevent him from being allowed to vote given his dual ownership situation.

[boabie 230]

"Mike Ashley aims new blast at Rangers in his war with Dave King: You’re misleading the fans."

 

http://www.dailyrecord.co.uk/sport/football/football-news/mike-ashley-aims-new-blast-6899984?

[ian1964 10,724]

Mike Ashley aims new blast at Rangers in his war with Dave King: You’re misleading the fans

 

 

17:15, 25 Nov 2015

Updated 17:31, 25 Nov 2015

By Keith Jackson

 

THE Sports Direct tycoon’s lawyers insist the SFA are not trying to force their client out of Ibrox club.

 

MIKE ASHLEY'S legal team have launched another salvo at Rangers - and insisted the SFA are not trying to drive the Sports Direct magnate out of Ibrox.

 

Ashley's MASH Holdings released a statement in which they accused Dave King's regime of 'misleading' their own fans and shareholders over the details of last week's legal proceedings at Edinburgh's Court of Session.

 

On Friday, Ashley's lawyers were successful in their attempts to take out an interim interdict - blocking the Rangers board's plan to have his voting rights removed at this week's AGM.

 

Rangers insist they had to freeze Ashley out in order to comply with the SFA's rules on dual ownership.

 

But, in a lengthy statement, Ashley's team insisted their man's interest in the club's affairs - and his nine per cent stake - do not breach the Hampden regulations.

 

The statement reads: "In fact, the SFA has approved Mr Ashley's shareholding and this was confirmed by the SFA Appellate Judicial Tribunal earlier this year.

 

"As far as Mr Ashley/MASH Holdings is aware, the SFA has not expressed any concerns over Mr Ashley remaining as a shareholder or having an ability to vote his shares through MASH Holdings Limited in general meeting."The release from Ashley's legal team was in response to a statement made on the Rangers website on Monday.

 

It reads: Response of Mash Holdings Limited to a notice to shareholders made on behalf of Rangers International Football Club PLC (the "Company") on Monday 23rd November 2015 at 15:00 relating to the Annual General Meeting (“AGM”) of the Company scheduled for Friday 27th November 2015.

 

Extract

 

"On the afternoon of Thursday 19 November 2015, the Company received notification of a Petition by MASH Holdings Limited to, inter alia, grant interim interdict obliging the Company to withdraw Resolutions 9, 10 and 11 from consideration at the Company’s AGM.

 

The Petition was heard at the Court of Session on Friday 20 November 2015 and the Company successfully resisted the Petitioners motion for interim interdict in respect of Resolutions 9 and 10, ensuring that shareholders will be given the opportunity to vote on these Resolutions."

 

Response to First and second paragraphs

 

This is misleading in suggesting that the first time the Company knew of the proposed action by MASH Holdings Limited ( MASH ) was during the afternoon on 19 November. In fact, the objections to Resolution 11 were raised by MASH a full Court week before the hearing. Further, on 17 November, MASH's position on resolutions 9 and 10 was made clear and it was made plain that the Petition would be lodged on the morning of Thursday 19 November. In fact, far from springing the Court application on the Company, as is implied in the announcement, MASH gave more notice than it was required to give under Court practice. The fact that notice had been given was a material factor in the Court refusing the Company's application to adjourn the hearing until Monday 23 November.

 

Extract

 

"The Petitioners were successful in their application to require the Company to withdraw Resolution 11 from consideration by shareholders at the AGM. Although the decision has been made on an interim basis only until the Petition can be fully considered by the Court, this means the Resolution will not be presented to the meeting and shareholders will not be afforded the opportunity to vote upon it. The Company will now consider how best to proceed."

 

Response to Third paragraph

 

The Court was satisfied that there was a sufficient case on unfair prejudice to grant an interim interdict in relation to resolution 11 and that this resolution was too wide.

 

1. The interim interdict obtained in respect of resolution 11 not only prevents the resolution from being presented at the AGM on Friday, but also at any adjournment of that AGM or, absent the permission of the Court, at any other General Meeting of the Company.

 

2. It is correct to say that the Company successfully resisted the motion in respect of resolutions 9 and 10, but the statement fails to mention the undertaking given by the Company to the Petitioner and recorded with the court in the minute of proceedings. The Company has undertaken that, in the event resolution 10 is passed at the AGM, it will not make any allotment of shares in terms of the proposed resolution 10 without first giving 21 days’ written notice to MASH. The effect of this undertaking is that if the Company gave such notice of its intention to MASH, MASH would be able to apply to court before any such allotment was made to seek an interdict preventing such allotment. With the benefit of the undertaking, at this stage MASH does not need such an interdict.

 

Extract

 

"Resolution 11 was intended to afford the Company with protection against a further breach of the Scottish Football Association’s Disciplinary Rule 19 on dual interest whether relating to MASH Holdings Limited and related parties’ interests in the Company and its main operating subsidiary, The Rangers Football Club Limited while MASH Holdings Limited is also the ultimate parent company of Newcastle United Limited or any other shareholder who might have such an interest now or in the future. The Company is under an obligation to demonstrate the utmost good faith to the Scottish Football Association (“SFA”) in relation to any possible breaches of disciplinary rule 19. Shareholders will be aware that related parties of MASH Holdings Limited have other contractual relationships with members of the Group of Companies of which the Company is the holding company. The terms of these relationships are confidential and in some cases the subject of the interim injunction granted before June’s General Meeting. Shareholders are therefore reminded that the Board will be restricted at the AGM in answering questions concerning these arrangements."

 

Response to Fourth paragraph

 

1. The Court was satisfied that there was a sufficient case on unfair prejudice to grant an interim interdict in relation to resolution 11 and that this resolution was too wide.

 

2. The statement states that the resolution would apply to "any other shareholder who might have such an interest now or in the future". As far as we are aware, Mr Ashley, through MASH Holdings Limited, is the only substantial shareholder who now owns shareholdings in another Club.

 

3. The statement implies that the amendment to the Articles will protect against "further breach" of Rule 19. However, that amendment, certainly so far as MASH is concerned, addresses a matter which would not be a breach of the Rules: the SFA has expressly approved Mr Ashley's shareholding. The fines imposed earlier this year by the SFA were not linked to Mr Ashley's status as a shareholder or his ability to exercise voting rights as a shareholder in the Company. The fines related to the exercise of contractual rights relating to the appointment of directors and so the implication that the amendments proposed by resolution 11 would cure the issue is misleading.

 

Extract

 

"A dual interest arises where, except with the prior written consent of the SFA’s Board, a member of a football club in membership of a national association which is in membership of FIFA (a “Club”) is involved in the management or administration or has any power to influence the management or administration of a Club and is at the same time directly or indirectly a member of another Club and is involved in or has the power to influence its management or administration."

 

Response to Fifth paragraph

 

1. The quotation of Article 13/ Rule 19 implies that the SFA has not provided consent. In fact, the SFA has approved Mr Ashley's shareholding and this was confirmed by the SFA Appellate Judicial Tribunal earlier this year. As far as Mr Ashley/MASH Holdings is aware, the SFA has not expressed any concerns over Mr Ashley remaining as a shareholder or having an ability to vote his shares through MASH Holdings Limited in general meeting.

 

Meanwhile, Dave King was at Hampden today to meet the SPFL board for what he described as informal, introductory talks

Edited November 25, 2015 by ian1964

[ian1964 10,724]