Category Archives: Companies Act 2006

Why the Rangers Rebels Will Win Monday’s Court Hearing Against the Board

Monday 14th October sees a second “First Hearing” in what is prosaically listed on the court sheets as “P996/13 Pet: Paul Murray &c for orders under Companies Act 1988”. The case is scheduled, according to the list, to go before Lord Tyre.

The case had originally called on 4th October and had led to two Stock Exchange announcements by RIFC PLC, the relevant parts of each being at the foot of this post.

The Board’s position was summed up in the pre-hearing announcement where it was stated:-

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.

The case first called in court later on 4th October and after that hearing Paul Murray, prime mover in the Rebels and erstwhile Blue Knight, issued the following statement:-

We are delighted with today’s hearing and we look forward to having the opportunity of establishing the validity of our proposed director nominations on Monday 14 October at the full hearing.

In the meantime we would ask shareholders to firstly DO NOTHING until it is clear what they are being asked to vote upon at the AGM and secondly note the actions of this Board of Directors who seem hell bent on putting up every legal and technical blockage to our nominations.

Why are they so scared of a vote if they have all the shareholder support they claim to have? It is ridiculous that we are forced into going to the Court of Session in order to give the shareholders a democratic vote at the AGM.

The stalling tactics of this Board are indicative of why the shareholders felt compelled to make these ‎requisitions in the first place.” Continue reading

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Filed under Civil Law, Companies Act 2006, Rangers

Rangers Rebels Now Taking the Company to Court!

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. Continue reading

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Filed under Companies Act 2006, Rangers

Rangers Board Takes the Fight to the “Rebels” – “Vexatious, Ineffective and Frivolous”!

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:- Continue reading

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Filed under Companies Act 2006, Rangers

Rangers Announce “No New Directors” then Appoint a New Director!

It is common for businesses to have subsidiaries nesting inside like Russian dolls. That happens in football as well as in commerce generally. It rarely provokes any interest and even less comment.

However the existential pondering on the nature of Rangers Football Club, and its separate identity from that of the company/companies/people who own it makes this a rather more interesting discussion when it comes to RIFC PLC and The Rangers Football Club Limited.

How companies are structured - a graphic representation

How companies are structured – a graphic representation

Let’s first of all have a wee look at how quickly times can change. Continue reading

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Filed under Companies Act 2006, Rangers

Schrodinger’s EGM – Still No Decision By Rangers

This morning brought the latest official update on the extraordinary saga of the Rangers Intergalactic Football Club PLC Extraordinary General Meeting. You will recall this was the one about which agreement had been reached, but then the Board and the Rebels could not agree on what that agreement actually was!

Today’s announcement reads:-

Further to the announcement on 4 September 2013, the Company confirms that whilst 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”), the Board is disappointed to announce that no agreement has been reached. Continue reading

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Filed under Companies Act 2006, Rangers