Ashley Fails in Legal Bid to Interfere with Rangers AGM

[ian1964 10,724]

[MacK1950 2,378]

Thought it was illegal to post obscene material that picture is also injurious to health:seal:

The picture of fat boy is the one I am writing about.

Edited November 25, 2015 by MacK1950

[ian1964 10,724]

How can a guy with 9% in shares dictate to the other share holders?

[pete 2,499]

Thought it was illegal to post obscene material that picture is also injurious to health:seal:

The picture of fat boy is the one I am writing about.

 

You are right. Ian any more of that and we will be talking action that you have to tongue kiss him for at least 10 minutes.

Not to be shown on here of course.

[craig 5,199]

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.

 

Nonsense from the lawyers. A statement saying "On X date the Company received notification" is absolutely NOT implying that it was the first that the Company had heard of it. I find it absolutely incredulous that Sports Direct/MASH lawyers are accusing the Club of being misleading - and then using nothing more than supposition and an assumed implication on which to retort back. Hypocrisy ? Absolutely. Unbecoming of someone in the profession ? You would think so... but this is Ashley's world where the ridiculous meets the.... well, ridiculous, more than infrequently.

 

If we want to deal in facts, Mr lawyers... When did you FORMALLY, IN WRITING, provide the Club with notification ? Was it "a full Court week before" or was it on November 19th ? "Raising objections" is NOT the same as "receiving notice of a petition". So lets deal in those facts.

 

Want to deal in facts ? Then give us the FACTS about the merchandising contracts that you continue to have under interdict - if the contract was an arms-length, commercially responsible contract then you wouldn't have any need to have that interdict, correct ? But wait... I'm not dealing in facts, just supposition. My bad....

 

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.

 

 

And what is the point you are making here Mr Lawyer ? Regarding point 1, fair enough, doesn't look like an interim interdict but one which the Company can still go to the courts asking for permission for it to be re-instated.... would that not also suggest that it is "interim" if the Company can seek Court permission at some future point in time ? Seems like you are arguing in semantics, but then that wouldn't surprise with anyone that works for, and in the pocket of, Mike Ashley.

 

Regarding paragraph 2, you are making a "straw man" argument here. Given that the allotment of shares (when not a rights issue in proportion to one's shareholding) requires only a 75% approval rate in a super-majority vote and giving MASH/Mike Ashley only own <10% of such shareholding - ohhhhh, and given that Mike Ashley has no known shareholding support at this time that can influence votes (given the refusal of certain shareholders to declare the beneficial holders and the subsequent nixing of their right to use their voting power in votes) it stands to reason that the allotment of shares would be, upon shareholder vote, a "shoe-in".

 

And yet you accuse the Club of "misleading the fans". I would be interested to know where Uncle Mike is going to obtain the remaining circa 15.5% support to veto a super-majority vote regarding the allotment of shares.

 

I humbly charge that it is YOU, Mr "in Mike Ashley's back pocket" Lawyer, that is YOU who is attempting to mislead the fans. The only questions that really remain are .... Why ? And What is the end game ? Because we know that whatever it is, it certainly is not to the betterment of the Club or those fans who you are so concerned about being misled.

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.

 

Statement 1 - hardly rocket science. It is reasonable to suggest it was too wide-ranging. However, it is also reasonable to agree with the Club's intended purpose, which was to prevent any further accusations or fines from the authorities surrounding "dual ownership".

 

Statement 2 - and what is the point of making that statement ? You do realize that the resolution was being made to "future proof" it in the event that anyone at any subsequent time fell under the same rule. What would there be to prevent even, say, Paul Murray from owning shares in another publicly traded club and have management control. This resolution was set so that it protected RANGERS from ANY incident of dual ownership, not just Mike Ashley. Sadly (for Mike) the world doesn't actually revolve around him and legal entities will propose resolutions that, if passed, will not require constant revisiting.

 

Statement 3 - there you go again... making assumptions and "implications". I thought you wanted to deal in facts rather than assumptions and implications - you know, facts are the only things that prevent the fans from being misled..... The fine levied by the SFA was because Mike Ashley's henchemen/stooges, were brought in to run the Club, thus giving Mike Ashley, de facto, control over the Club - a clear breach of dual ownership regulations. You are right though, the amendment wouldn't have been guaranteed to cure the issue..... however, preventing Mike Ashley from utilizing his shareholding for a vote to squeeze in his sidekicks to management positions would certainly make it considerably less likely that a breach would occur. What was that about being "misleading" again ???

 

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

 

Whilst this may be true, the reality is that if Mike Ashley were given the chance to increase his shareholding above the current levels to more than 10% there is every chance that the dual ownership issue would rear its head again. You are correct in that the SFA are ok with your present shareholding but it is beyond debate that they would have issues if that shareholding increased above 10%, no matter how unlikely. Would the SFA provide consent in that instance ? I leave the implications to you Mr Lawyer - but I know what I THINK they would say.

 

This statement is filled with supposition and implications and assumptions - yet has the audacity to say the Club are misleading the fans.

 

Mike Ashley (and your lawyers) yer having a laugh !!

[ian1964 10,724]

Grandmother sacked from Sports Direct by TEXT after she said she couldn't work Saturdays because she had to look after her grandchildren

 

Ann Hesford, 62, said she was sacked from warehouse job by text

The grandmother worked 50+ hours a week at Sports Direct in Wigan

She told bosses she had to look after grandchildren on Saturdays

Mrs Hesford said she had never been dismissed from a job before

 

 

Read more: http://www.dailymail.co.uk/news/article-3335125/Sports-Direct-sack-grandmother-text-said-couldn-t-work-Saturdays-look-grandchildren.html#ixzz3sdU7TXGs

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