My prediction record is not a great one. As I said earlier this week when discussing the refusal by the Rangers Board to accept the motion seeking appointment of new directors from the “Rebel” side, the rebels could go to court but I thought that highly unlikely…
This morning we have a further announcement to the Stock Exchange by Rangers.
4 October 2013
Rangers International Football Club plc
(“Rangers”, the “Company” or “Club”)
Notice under section 338 of the Companies Act 2006
Petition for an Order under section 45(b) of the Court of Session Act 1988 and for interdict
Further to the announcement on 1 October 2013, the Company confirms that notices under section 338 of the Companies Act 2006 were received from Paul Murray, Malcolm Murray, Colin Howell, Ian Cormack, John Graham, Lynchwood Nominees Limited, Hargreaves Lansdown Nominees Limited, Rock (Nominees) Limited, Redmayne (Nominees) Limited, Bank of New York (Nominees) Limited, Lion Nominees Limited dated 27 September 2013, and from Singer Nominees Limited dated 30 September 2013, (“Notices”) together representing 5.03 per cent of the voting rights of the Company (“Notifying Shareholders”).
The Notices put forward resolutions for the appointment at the Company’s Annual General Meeting on 24 October 2013 of Malcolm Murray, Paul Murray, Scott Murdoch and Alex Wilson as directors of the Company.
The Board 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 certain of the Notices representing 3.06 per cent of the voting rights of the Company have not been validly executed. The Board also confirms that it has been unable to properly validate the Notices for the remaining 1.97 per cent of the voting rights despite requests from the Board. The Board therefore confirms that the Notices are not valid.
The Board further notes that on 4 October 2013 the Company received notice of a petition filed in the Scottish Courts (the “Petition”) by Paul Murray, Malcolm Murray, Ian Cormack, John Graham and Colin Howell representing 0.71 per cent of the voting rights of the Company (the “Individual Shareholders”). The Petition requests an order to be granted by the court, inter alia, to require the Company to circulate the Notices to shareholders and not to hold the Annual General Meeting of the Company for 2013 until such time as the Individual Shareholders have received 21 clear days notice of any such Annual General Meeting and the Notices have been circulated.
The Board offered to meet with the Notifying Shareholders to discuss their concerns but had not received a response. The Board then received notice of the Petition. Whilst the Company intends to strongly resist the Petition the Board intends to take all possible steps to avoid unnecessary cost and disruption to the Company.
Further announcements will be made as appropriate.
It is quite clear that the rebels (a) are not going away and (b) that they are willing to spend money to get where they want to go.
The choice that the Board now has is a tough one.
If they fight and lose and the AGM is delayed, then they might try to blame the Rebels for stopping the fans and shareholders having their say.
If they fight and win, there will be a new EGM requisition.
Either way all the Board is doing is delaying the owners of the company considering the possible new board members.
As a cash-rich company of course they won’t have a problem paying all of the legal costs that will be occasioned by fighting this…
And so the Rangers saga heads, once more, back to the courts…
And people wonder why a lawyer likes writing about it!
Posted by Paul McConville