Last Wednesday evening, around 6.10 pm, the following statement was released by Rangers to the Stock Exchange.
Further to the announcement on 2 September 2013, the Company confirms that the Board’s discussions have been continuing 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”).
Following recent press speculation, the Company can confirm that the Requisitioners have put forward a proposal to withdraw the Requisition based on their request for the appointment of four additional non executive directors, being John McClelland, a former Chairman of Rangers Football Club, Sandy Easdale, an existing shareholder of the Company, Paul Murray, a former director of Rangers Football Club and Frank Blin, formally of PwC. As part of the proposal, the Requisitioners have also confirmed that, subject to the above, they are not seeking to remove any of the current Directors.
The Company confirms that discussions are continuing with the Requisitioners with regard to reaching an agreement for the withdrawal of the Requisition. The Board considers that any decision on any proposal for the withdrawal of the Requisition would be subject to the provision by the Requisitioners of a vote of confidence and continued support for the current Directors and to all necessary regulatory approvals.
Further announcements will be made as appropriate.
A straightforward statement then –
- Discussions are continuing;
- Four additional directors, being two “old” ones and two new, are to be appointed;
- If all four join the Board, no one needs to leave; and
- All that the Rebels need to do is to give the existing Board a vote of confidence.
Reading that statement one would think that an agreement was simply waiting for pen being pout to paper, wouldn’t you, especially as this was not a press release or a piece of “spin” on the official website, but rather an announcement to the Stock Exchange.
So it came as something of a surprise (well, actually, with the history of this saga it was no surprise at all) when a statement came from Jim McColl’s “Rebels” via the Press Association the following day which disputed what Rangers International Football Club PLC had told the Stock Exchange!
“On behalf of the requisitionists we have made it clear to the Rangers board that we are proposing the additions to the board now to enable it to operate more effectively as a balanced unit in the run-up to the AGM in October.
“However we have also made it clear that, in accordance with the club’s articles of association, all directors, both existing and new, have to offer themselves up for re-election at a vote at the AGM.
“We believe that this is fair and gives all shareholders the opportunity of voting for who they want on the board.
“We agreed this position with the board on Tuesday and were therefore surprised to see the statement issued by the club on Wednesday night which seemed to suggest that any agreement was conditional on a ‘vote of confidence’ in the current board members now and on a continuing basis.
“We wish to make it clear that this is contrary to our understanding of the agreement we had with the board.
“Whilst we believe that the proposed changes will make the board more effective and balanced, it is for the shareholders to vote on the re-election of all directors at the AGM.”
So, according to the requisitionists (and note that the Board and the Rebels cannot even agree on what they should be called – is it requisitionists or requisitioners?):-
- An agreement had been reached on Tuesday;
- There was no mention as part of that agreement of a “vote of confidence”; and
- The making of such a vote of confidence was not a condition of the agreement.
As Jimmy Tarbuck used to say on “Winner Takes All”:-
“We have a difference of opinion here, Geoffrey!”
The Rebel view was that there was an agreement made on Tuesday evening, yet it took until Wednesday evening for the formal announcement to be made. Why the delay?
Was it because, having had the chance to sleep on the deal, the Board decided to extract a bit more?
Was it that, despite the discussions being between intelligent people, one side managed to mis-understand what had been “agreed”?
Was it the case that the Rebels had discussed to a vote of confidence but decided not to agree to it after the meeting/negotiations?
Strangely, despite the clear “difference of opinion”, RIFC PLC has not issued any more statements regarding the matter. One would have thought that it would be a simple matter to “clarify” the misunderstanding.
Either there was an agreement or there was not. Either the agreement was conditional on a vote of confidence, or it was not.
As it stands matters are again left in limbo and the Schrodinger EGM continues its dual existence!
What fun will the coming week bring? One can hardly wait – maybe the Stock Exchange news feed for Rangers will confirm things at 7am tomorrow. As I will be on a bus at that time, I will bring my readers any news of an announcement immediately…
Posted by Paul McConville