Club1872 on RIFC 5 year plan

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Contributor Blog: Rangers AGM – The RIFC Board’s Five Year Plan

Last week I attended the Dave King Q&A with Club 1872 members and listened to his answers with interest. Not just because I was keen to hear Mr King’s take on everything Rangers but also because I had submitted a question on the upcoming Rangers AGM resolutions and was pleased to get some perspective from an experienced, ex RIFC Board member. 

It was clear from the Q&A that Mr King will vote against Douglas Park’s re-election in Resolution 2, but my question was about Resolutions 7 and 8 which have changed significantly this year from what we are used to. Mr King indicated that he will vote against these resolutions too and in that we are agreed. I will cast both my Club 1872 vote and my vote on my own shares at the Rangers AGM against these resolutions, mainly because I cannot see any justification for them in the current climate. 

Resolutions 7 and 8, taken together, give the RIFC Board the right to issue as many shares as they like, at whatever price they want, to any party they choose for a period of five years without further shareholder approval. This differs considerably from previous, similar resolutions which only asked for this authority to last for one year and for which I have previously voted in favour. 

It is not at all clear why the RIFC Board have changed these resolutions this year. I would have welcomed the opportunity to ask Douglas Park about this had he agreed to speak to Club 1872 members but he refused. That is unfortunate as perhaps he would have been able to explain why he feels shareholders should hand such wide ranging powers to the Board at this time.

What is particularly strange for me is that we have now entered a period where the existing board members and large investors are no longer issuing shares to themselves in return for loans, but are instead charging the club interest and asking for the cash back. Who then are these shares for? Also, will shares to be offered to fans or will our shareholding be further diluted by the board, as it was almost immediately after investing via the Tifosy share issue? These resolutions, if they pass, mean the board does not have to answer these questions, or any others about investment into the club, they can simply do whatever they like. 

I have seen some criticism of Mr King’s position on voting against these resolutions. His critics say this would block investment into the club. Of course this is not true. The board can seek permission from shareholders at any time to issue shares. Voting against these resolutions doesn’t stop inward investment, it just means the board would have to come to shareholders to ask for, and crucially explain why they wanted, this authority. 

Instead, against a backdrop where fans are already concerned that the board won’t engage with them, they are asking for authority not to have to engage with shareholders or supporters on the issue of investment into the club for a period of five years. As a minimum, since they themselves have stopped their own investment into the club, the board should be outlining why they want this authority. Instead, the change to five years has been sneaked into the resolutions without any explanation for the change. 

Every Club 1872 member must of course make their own decision on Resolution 7 and 8 but I will be following Mr King’s lead and voting against. If Club 1872 and other supporters vote against Resolution 8 at the Rangers AGM then there is a chance it will not pass as it requires 75% of shareholders to be in favour. Perhaps then the Rangers board would realise that they should engage with shareholders and fans and lay our their plans to be assessed on their own merits, rather than quietly seeking authority to do whatever they like for the next 5 years. 

CR