AGM Result Notice

[chilledbear 16]

THE Annual General Meeting (the “AGM”) of Rangers International Football Club PLC (the “Company”) took place at The Clyde Auditorium, SECC, Glasgow, G3 8YW on 30 November 2017 at 10am. There were 10 ordinary resolutions and one special resolution voted upon.

 

The Company is pleased to declare the outcome of the AGM.

 

Resolutions 1 to 10 were successfully passed as ordinary resolutions. Resolution 11 was passed, as a special resolution.

 

The Board is delighted to see such support from its shareholders. The success on Resolution 11 paves the way for a share issue.

[chilledbear 16]

http://rng.rs/2AN9Wru

[BEARGER 1,829]

15

THE Annual General Meeting (the “AGM”) of Rangers International Football Club PLC (the “Company”) took place at The Clyde Auditorium, SECC, Glasgow, G3 8YW on 30 November 2017 at 10am. There were 10 ordinary resolutions and one special resolution voted upon.

 

The Company is pleased to declare the outcome of the AGM.

 

Resolutions 1 to 10 were successfully passed as ordinary resolutions. Resolution 11 was passed, as a special resolution.

 

The Board is delighted to see such support from its shareholders. The success on Resolution 11 paves the way for a share issue.

 

Resolution 1

 

“THAT the Company’s audited Financial Statements, the Director’s Report and the Strategic Report for the financial year ended 30 June 2017 together with the Auditors Report be received and adopted.”

 

For – 58,779,125 (>99.9%)

Against – 28,021 (<0.1%)

 

Total votes cast on the Resolution was 58,807,146. This represents 71.5% of the Company’s issued share capital.

 

Resolution 2

 

“THAT Douglas Park, who retires and offers himself for re-appointment in accordance with the Company’s Articles of Association, be re-appointed as a Director of the Company.”

 

For – 58,302,801 (99.2%)

Against – 468,020 (0.8%)

 

Total votes cast on the Resolution was 58,770,821. This represents 71.5% of the Company’s issued share capital.

 

Resolution 3

 

“THAT John Bennett, who retires and offers himself for re-appointment in accordance with the Company’s Articles of Association, be re-appointed as a Director of the Company.”

 

For – 58,530,841 (99.9%)

Against – 65,702 (0.1%)

 

Total votes cast on the Resolution was 58,596,543. This represents 71.3% of the Company’s issued share capital.

 

Resolution 4

 

“THAT Dave King, who retires and offers himself for re-appointment in accordance with the Company’s Articles of Association, be re-appointed as a Director of the Company.”

 

For – 58,078,476 (98.8%)

Against – 718,617 (1.2%)

 

Total votes cast on the Resolution was 58,797,093. This represents 71.5% of the Company’s issued share capital.

 

Resolution 5

 

“THAT Paul Murray, who retires and offers himself for re-appointment in accordance with the Company’s Articles of Association, be re-appointed as a Director of the Company.”

 

For – 58,180,955 (98.9%)

Against – 638,166 (1.1%)

 

Total votes cast on the Resolution was 58,819,121. This represents 71.5% of the Company’s issued share capital.

 

Resolution 6

 

“THAT Graeme Park, who retires and offers himself for re-appointment in accordance with the Company’s Articles of Association, be re-appointed as a Director of the Company.”

 

For – 57,812,414 (98.6%)

Against – 834,428 (1.4%)

 

Total votes cast on the Resolution was 58,646,842. This represents 71.3% of the Company’s issued share capital.

 

Resolution 7

 

“THAT Alastair Johnston, who retires and offers himself for re-appointment in accordance with the Company’s Articles of Association, be re-appointed as a Director of the Company.”

 

For – 58,514,539 (99.9%)

Against – 84,624 (0.1%)

 

Total votes cast on the Resolution was 58,599,163. This represents 71.3% of the Company’s issued share capital.

 

Resolution 8

 

“THAT Campbell Dallas be appointed as auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company before which audited statements of the Company are laid”

 

For – 58,720,634 (99.9%)

Against – 56,483 (0.1%)

 

Total votes cast on the Resolution was 58,777,117. This represents 71.5% of the Company’s issued share capital.

 

Resolution 9

 

“THAT the Directors be authorised to determine the remuneration of the Company’s auditors.”

 

For – 58,749,128 (99.9%)

Against – 30,649 (0.1%)

 

Total votes cast on the Resolution was 58,779,777. This represents 71.5% of the Company’s issued share capital.

 

Resolution 10

 

“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 equity securities (as defined in section 560(1) of the Act):

 

a) up to an aggregate nominal amount of £814,782.01 (after deducting from such limit the aggregate nominal amount of any equity securities allotted under sub-paragraph (b) below); and

 

b) comprising equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of £1,086,376.01 (after deducting from such limit the aggregate nominal amount of any equity securities allotted under sub-paragraph (a) above) in connection with an offer by way of rights issue to holders of equity securities and other persons who are entitled to participate in proportion (as nearly as may be practicable) to their existing holdings (or the number of equity securities which such other persons are deemed to hold for such purposes) but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to 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 at the conclusion of the Company’s next Annual General Meeting in 2018, but so that the Company may, in each case, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity 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 equity securities or grant of rights already made, offered or agreed to be made pursuant to such authorities.”

 

For – 50,454,279 (85.8%)

Against – 8,320,159 (14.2%)

 

Total votes cast on the Resolution was 58,774,438. This represents 71.5% of the Company’s issued share capital.

 

Resolution 11

 

“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 10 above, 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 in connection with or pursuant to an offer of, or invitation to holders of equity securities and other persons entitled to participate in proportion (as nearly as practicable) to their then holdings of equity securities (or as appropriate the numbers of such equity securities which such other persons are for such purposes deemed to hold) subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with 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 paragraph (a) of Resolution 10, the allotment, otherwise than pursuant to sub-paragraph (i) above, of equity securities up to an aggregate nominal value equal to £1,086,376.01; and

 

(b) unless previously revoked, varied or extended, this power shall expire at the conclusion of the Company’s next Annual General Meeting in 2018, 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 after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if this power had not expired.”

 

For – 45,935,337 (78.3%)

Against – 12,758,306 (21.7%)

 

Total votes cast on the Resolution was 58,693,643. This represents 71.4% of the Company’s issued share capital.

[buster. 4,937]

Some very positive percentages.

 

Perhaps some of the 'Easdale Block' didn't bother voting on all the resolutions.

Edited December 1, 2017 by buster.

[forlanssister 3,083]

Res 11 tighter result than I'd imagined.

[rbr 1,247]

What we need now is action and no more talking , they got the resolution they wanted , now they need to deliver

[boabie 230]

" Rangers shareholders have backed a special resolution that will allow Dave King's board to convert loans into larger stakes in the club.

 

Gers chairman King and fellow investors have contributed around £16m to the club in interest-free loans.

 

They are now able to swap a large chunk of that debt for shares, after a vote at Thursday's annual general meeting.

 

The board no longer needs to involve the rest of Rangers' shareholders when offering shares to investors.

 

King has promised to invest another £7m in the club over the next 18 months.

 

The chairman and his board had twice previously attempted to pass the so-called "Resolution 11" at their last two AGMs but were thwarted by a bloc that included Mike Ashley and the Easdale brothers, ex-chairman Sandy, and former director James.

 

However, King has now been able to pass the motion after Sports Direct tycoon Ashley sold off his nine per cent stake to Rangers fan group Club 1872 and businessman Julian Wolhardt earlier this year."

 

http://www.bbc.co.uk/sport/football/42200171

[BEARGER 1,829]

Club 1872 logo

 

 

RIFC AGM Summary

Dear Member,

 

The 2017 RIFC AGM took place yesterday in Glasgow and Club 1872 Directors attended to vote according to members’ wishes and also to ask questions submitted by members over the past couple of weeks. We prepared a list of 21 questions submitted by members, covering a variety of topics from the managerial situation to future funding, the commercial performance of the club and matters relating to Club 1872’s ongoing relationship with RIFC.

 

Club 1872 directors were able to address 4 of those questions directly to the RIFC board yesterday, with other topics being partially covered during the remainder of the AGM Q&A and Dave King’s address.

 

The 4 questions asked on members’ behalf and the answers given are laid out below:

 

1. In March Club 1872 raised formal concerns over the length of time taken to identify a new manager following Mark Warburton’s departure. At that time we were given assurances that lessons had been learned and that in future, succession planning would be in place to ensure that a similar situation would not arise again.

 

Despite this we have now seen what’s been described today (by chairman Dave King) as an appropriately timed process, but which supporters feel to have been an unacceptable delay in appointing a new manager at a crucial time of the season. This has seen us lose ground in the league, has caused supporters a great deal of frustration and has led to a vacuum of information which has been filled with speculation and innuendo - this has been very unhelpful for the image of the club.

 

You’ve given a detailed account today of the process you’ve been going through to appoint a new manager, but would the board accept that prior to today, communication between the club and supporters should have been better, and will the board commit now to engaging with the Club 1872 board to formalise communication between Club 1872 and the club for the benefit of our members and the wider support?

 

DK: On the second part absolutely, certainly. We’ve had various discussions about that. I think it is right and it is appropriate for the club, in discussion with Club 1872, to look at ways to improve the communication. I think because our attention has been in other areas we have perhaps not invested as much time on that as we should have. There is a strong intent from the company to open up dialogue and ensure that we communicate better.

 

As far as the manager, I don’t accept the comment you’ve made. It’s difficult to put a time limit on it. The issue with Pedro was not one of succession planning, there’s maybe a perception that Pedro was doomed to failure. It wasn’t my view, I don’t think it was the board’s view, we continued to back Pedro. Ultimately results speak for themselves and having taken action we were extremely aware that this is going to be a 3 year appointment. We have got to be a careful we don’t let adverse results distract us from the process and I’m personally happy that we have taken the correct amount of time.

 

2. Given the volume of lies being published and broadcast daily about our Club, do the Directors intend to adopt a more robust stance with our detractors in the media, and will any changes be made to our PR approach going forward?

 

DK: The quick answer is yes. I think we are deficient in the technical means of communication and are not up to speed in where we should be with using our social media platforms and that’s an investment issue. We just haven’t invested the money in that area. It is becoming increasingly important that we can communicate effectively with our supporters.

 

What we will not be doing is communicating on some of the individual lies that are out there. We understand that stuff is happening. I was sent a story that stated we were interviewing a certain candidate for manager and the comment on social media was hugely negative but of course we weren’t even talking to the chap.

 

It wouldn’t always be appropriate of the club to deal on that detailed level but it certainly is important that we can communicate regular messages. And yes if there is an accumulation of individual items that start to reflect on the club then yes we have to deal with it, and I repeat I don’t think we have been as strong in that as we could have been over the past couple of years.

 

3. With the accounts identifying funding of £7.2m being required by the end of season 2018/19, when do the board forecast that the club will become self-sustaining and what is the plan to convert loans to equity? Will this be staggered or will it be done in totality at the next share issue?

 

DK: The company will only be self sustaining when we are back to successfully competing in Europe and that remains our target. We are in a position at the moment where we can’t budget. If we had given Pedro a budget and he went off and spent that budget for the season then when the DoF comes along and tells us we need to replace the manager then we have to say we can’t do that because the budget is gone.

 

The view we are still taking is that we will continue to do whatever is necessary to get the club back on track as soon as we possibly can. We’ve had to now make funds available and we’ll continue to do that until the club is back at the top in Scotland.

 

On the point about the conversion, yes that will be staggered. I think at this point there is a situation where there are certain investors who have advanced loans in excess of the ability to convert in one go. That means some of the loans will remain outstanding beyond any initial share issue and will continue to be interest free funding to the club.

 

4. If Resolution 11 is passed has the board considered when they will hold a share issue and will Club 1872 be able to participate in such an issue to allow it to maintain or increase its percentage shareholding in RIFC?

 

DK: Absolutely.

 

You can see the text of Dave King’s address to the AGM here.

 

There is a further interview with Dave King given to RTV after the AGM here.

 

In addition to this, Club 1872 has sent the remaining 17 questions to Rangers and we will publish their responses as soon as we receive them. We are mindful of the pressing matters facing the club currently, not least the process of appointing a new manager, but we hope to have responses within a relatively short time frame.

 

All resolutions were passed at the AGM. Members can read more about this here. We will shortly be communcating to members what this means for Club 1872 going forward.

 

Club 1872