A busy day on the Stock Exchange announcement board for Rangers.
The annual results have been posted – there has been another change of NOMAD – Charles Green has sold sufficient of his shares no longer to have an interest – and the rebels want some new directors appointed.
I will look at the last point here just now.
The relevant announcement reads:-
The Board of Rangers confirms that it has received a notice dated 27 September 2013 from certain minority shareholders (“Notifying Shareholders”) under section 338 of the Companies Act 2006 requesting the Company to circulate certain resolutions to shareholders for inclusion in the business at the forthcoming Annual General Meeting of the Company (the “Notice”). The Notice puts forward resolutions for the appointment of Malcolm Murray, Paul Murray, Scott Murdoch and Alex Wilson as directors of the Company.
Whilst the Board has requested the Notifying Shareholders to authenticate their signatures on the Notice and their shareholdings as required under section 338 of the Companies Act 2006 in order to validate the Notice, the Board notes that the Notice has been received by certain of the minority shareholders who were involved with the Requisition, the receipt of which by the Company was announced by the Company on 2 August 2013.
The Board further notes that on 12 September 2013 the Company announced that the Requisitioners had agreed the withdrawal of the Requisition including their proposal for the appointment of directors on the condition only that the Company convened and held its Annual General Meeting no later than 31 October 2013. The Board notes that no variation or amendment to the terms of the withdrawal of the Requisition has been discussed or agreed with the Requisitioners.
The Board considers that the Notice, if authenticated, is unlikely to be properly constituted under s338 of the Companies Act 2006. Given the basis upon which the Requisitioners had agreed the withdrawal of the Requisition and as the Notifying Shareholders have not requested to discuss this prior to sending the Notice, the Board currently considers the proposed resolutions to be vexatious. The Board is also concerned that the contents of the proposed resolutions may also be either ineffective or frivolous as any director appointment must comply with the Company’s articles of association and is subject to prior regulatory approval.
The Board further notes that the notice for the Annual General Meeting of the Company to be held on 24 October 2013 had in any event been sent to the Company’s printers for printing on Friday 27 September 2013.
Any suggestion that the parties had reached an accommodation is, I think, blown out of the water by this statement.
Basically the Board is saying the following to the rebels:-
1 When you withdrew the requisition for the EGM you did not insist on having new directors considered
2 Some of those involved in this application for consideration of the new directors (two of whom are Malcolm Murray and Paul Murray – “old” new directors!) were involved with the EGM requisition.
3 Therefore the Board view this as effectively a continuation of that campaign.
4 The withdrawal of the EGM requisition was NOT conditional upon consideration being given to the new directors.
5 The present application is “vexatious”, and possibly “ineffective” and “frivolous”.
6 The Board will not be proceeding with that motion for new directors at the AGM.
7 In any event the notice comes too late because, entirely coincidentally I am sure, the papers for the AGM were sent to the printer the very day this application was received.
Where does this leave things?
I suspect that the next step for the “rebels” would be to request a new EGM!
Because this is the first AGM on 24th October all of the Board need to be voted on. This creates the bizarre possibility that, if the rebels can convene enough support, every one of the Board could be removed.
(That is highly unlikely as it would be an admission of the PLC being in complete and utter chaos and investors who are in it to make money will not want that to become apparent.)
What it does mean is that the next three weeks will be spent with various people jockeying for position and looking for commitments and proxies for the meeting.
The chances of an amicable agreement?
Slim to none, and slim has left town!
Posted by Paul McConville