And so we see that the process of checking the requisition for an EGM of RIFC PLC was quickly concluded.
After this morning’s announcement, the Stock Exchange saw the following statement released tonight at 6.13pm. It can be read in situ here.
16 May 2013
Rangers International Football Club plc
(“Rangers” or the “Company”)
Requisition of General Meeting
Further to the announcement earlier today, the Board of Rangers confirms that it has received a notice requisitioning a General Meeting of shareholders to consider the removal of Mr Malcolm Murray and Mr Phil Cartmell as directors of the Company and the appointment of Mr James Andrew Easdale and Mr Christopher Andrew Morgan as directors.
On the basis that the requisition is not withdrawn, the Company intends to post a notice to all shareholders convening a general meeting. Further announcements will be made as appropriate.
Nit-pickers like me will notice that the subheading to this announcement is: “Rangers” or the “Company”.
The earlier one was sub-headed: “Rangers”, the “Company”, or the “Club”.
I am sure the change is simply a typo…
It is clear that battle lines are being drawn up. Mr Easdale and Mr Morgan, the latter previously described as from the Asia Credit Corporation, want on to the board and they want Mr Murray and Mr Cartmell gone. Poor Mr Cartmell has never even managed to get his picture on to the Rangers web page showing each board member! (Although it still has Mr Green as CEO!)
Section 304 of the Companies Act 2006 governs the procedure to be followed following the requisition of a General Meeting by shareholders. It says:-
(1) Directors required under section 303 to call a general meeting of the company must call a meeting—
(a) within 21 days from the date on which they become subject to the requirement, and
(b) to be held on a date not more than 28 days after the date of the notice convening the meeting.
(2) If the requests received by the company identify a resolution intended to be moved at the meeting, the notice of the meeting must include notice of the resolution.
(3) The business that may be dealt with at the meeting includes a resolution of which notice is given in accordance with this section.
(4) If the resolution is to be proposed as a special resolution, the directors are treated as not having duly called the meeting if they do not give the required notice of the resolution in accordance with section 283.
So, having received the requisition the Board has 21 days to call the meeting and it must take place no more than 28 days after the notice convening the meeting. Therefore it seems that, at the very latest, the meeting would need to take place by 4th July.
Now the tactics come into play. We can expect to see tons of spin from each side. The press will be full of Rangers stories from now till the meeting. Whilst the major players have the biggest firepower, the fan base holding shares cannot be ignored.
All this of course will proceed as the fans are being called upon to buy season tickets, but at the same time with no idea of who will be running the company which owns the company which owns the assets which make up the club.
Would you, if you were a Rangers fan, buy a season ticket today? Or would you await the outcome of the (not later than) 4th July meeting?
What will the Board members whose places are not under threat do?
Where does Walter Smith stand on this? What about the Chief Financial Officer, Mr Stockbridge? Is Mr Mather in the Green/Easdale camp or is he in the Murray camp? What about Ian Hart and Bryan Smart??
What a mess…
Posted by Paul McConville