Rangers and the Schrödinger EGM

I’m sure my readers are aware of Schrödinger’s cat.

For those who are not, it is a “thought experiment” by the extraordinarily clever Edwin Schrödinger designed to analyse and explain (!) aspects of quantum mechanics and quantum superposition.

Wikipedia provides a helpful explanation as below.

Schrödinger’s cat: a cat, a flask of poison, and a radioactive source are placed in a sealed box. If an internal monitor detects radioactivity (i.e. a single atom decaying), the flask is shattered, releasing the poison that kills the cat.

The Copenhagen interpretation of quantum mechanics implies that after a while, the cat is simultaneously alive and dead. Yet, when one looks in the box, one sees the cat either alive or dead, not both alive and dead. This poses the question of when exactly quantum superposition ends and reality collapses into one possibility or the other.

Popularly it is taken as referring to a situation where two alternatives simultaneously exist.

And so we turn to Rangers and the famous EGM.

On 22^nd August the following announcement was made to the Stock Exchange by Rangers Intergalactic PLC.

The Board has secured the written commitment from the Requisitioners that they accept the validity and logic of this view and the Company and the Requisitioners are now exploring the mechanics of rolling the business of the General Meeting into the business of the Annual General Meeting, on the understanding that an agreement will be reached on the terms upon which this will be done, by the close of business on 27 August 2013.  Failing such agreement being reached by this time, the Board will be required to send notice to shareholders to convene the General Meeting by no later than 30 August 2013.

Later that day the official Rangers website saw a more detailed announcement which suggested that the matter had been agreed and that the issues had been resolved.

Having to convene two meetings, a General Meeting and then the Annual General Meeting, back to back would have caused a huge drain on Club resources.

However, the Board is pleased to tell the Club’s fans that it has managed to avoid such a damaging scenario.

Through negotiations with Jim McColl, who has endorsed the General Meeting requisition, Rangers Chief Executive Craig Mather has managed to persuade this group that it would have been wrong to double the Club’s expense, time and effort when the solution was always obvious.

The Chief Executive has secured verbal and written commitment from the requisitioners that they accept the validity and logic of Mr Mather’s stance and are now willing to roll the two meetings into one session.

It must be stressed this would not have been possible had it not been for the insistence of the Club’s Board and Chief Executive. The requisitioners had originally wanted to press ahead with a separate General Meeting until Mr Mather made it clear this would have been an unnecessary waste of the Club’s money.

It is disingenuous now of anyone outwith Rangers’ Board to attempt to claim any credit for this initiative.

The truth is Rangers would have been spending well in excess of £150,000 to convene a General Meeting and then an Annual General Meeting almost back to back and it is categorically the case that it was only through the determination of the Board which made the requisitioners back down on this issue.

The upshot of all of this is that this agreement means it is not necessary to meet the statutory deadline for producing the circular which must be sent out to shareholders to convene a General Meeting. The Club had prepared the document and was ready to send this but common sense prevailed.

…

Arrangements for the Annual General Meeting will be revealed in due course but the Board has managed to avoid what would have been unnecessary extra expenditure.

I have added all of the emphases.

Can anyone read that statement and NOT think that the agreement in the Stock Exchange announcement had been reached?

But there was not, until this morning, any follow-up announcement to the Stock Exchange.

Today we see the following:-

Further to the announcement on 22 August 2013, the Company confirms that the Board’s discussions have continued with representatives of the group who requisitioned (together the “Requisitioners”) a general meeting to consider the proposed resolutions (“Requisition”) detailed in the announcement on 2 August 2013 (“General Meeting”).

Progress has been made to agree a basis upon which the business of the General Meeting would be included in the Annual General Meeting.  The Board wishes to reach agreement for the withdrawal of the Requisition without delay but is waiting for certain Requisitioners to authenticate details of their holdings pursuant to the Companies Act 2006 before being able to finalise the agreement.

The Board, which is determined not to incur unnecessary cost for the Club, has therefore secured an extension to the written commitment from the Requisitioners to withdraw potentially the Requisition pending agreement as stated above.  If no agreement is reached by the close of business on 30 August 2013, the Board will be required to send notice to shareholders to convene the General Meeting by no later than 5 September 2013.

Further announcements will be made as appropriate.

So the agreement which the official website made clear existed on 22^nd August is not quite the agreement which actually was in place, if indeed there was one!

The “excuse” offered in the statement today is that Rangers are “waiting for certain Requisitioners to authenticate details of their holdings pursuant to the Companies Act 2006” before being able to finalise the agreement.

However, if there was any doubt about the validity of the requisitioners’ shareholdings, surely this would have allowed the requisition to be rejected.

If on the other hand some of the requisitioners have undoubted shareholdings, then why does the holdings of some of them affect the position?

And so we have “the Schrödinger EGM”.

It has been agreed to roll it up into the AGM, whilst, at the same time, it has not!

I will refrain from extending the analogy about the flask of poison and the hammer which breaks it any further into the Rangers scenario.

What is the betting that a statement will appear later on the news section of official Rangers website which will sow even more confusion!

Clearly Mr Mather thought he had a deal – but equally clearly, he did not.

And after claiming the exclusive credit for sorting the problem, will Mr Mather accept responsibility if there is the need to “waste” the money in holding an EGM?

And people wonder why this verbal shuffling is interesting to me?

Posted by Paul McConville