govan_derriere

March 19, 2015

Rangers shareholder Mike Ashley claims his human rights are being violated by Westminster committee probing his affairs

THE Sport Direct billionaire is furious letters detailing his attempts to avoid appearing in front of Scottish MPs have been published.

RANGERS shareholder Mike Ashley has claimed his human rights are being violated by the publication of letters detailing his attempts to avoid appearing in front of a Commons committee.

The Sports Direct boss has been summoned by the Scottish Affairs Committee to explain the closure of the company’s USC business in Scotland and the use of zero-hours contracts.

Billionaire Ashley, whose allies have been suspended from the Rangers board, told the Westminster committee he is too busy for the entire month of March to appear before them to answer questions about 200 job losses.

In further exchanges published by the committee, publicity-shy Ashley’s representatives claim his human rights are being violated by the publication of correspondence.

The committee has taken legal advice that the publication is in order and view the complaint as another time-wasting technique by Ashley – whose influence at Rangers led to a backlash from fans.

The committee, chaired by Glasgow South MP Ian Davidson, calls on Ashley’s representative to “provide, without further delay, the information that the committee has asked for on what immovable commitments Ashley has throughout the entirety of March which are preventing him from appearing before the committee”.

Keith Hellawell, the former government drugs czar who is now chief executive of Sports Direct, is due to appear before the committee next week.

http://www.dailyrecord.co.uk/news/scottish-news/rangers-shareholder-mike-ashley-claims-5366096

March 6, 2015

For Twitter users, Video clip of Dave King arriving. Bonus points available for those who can identify Gersnet posters there to greet him.

Not sure if the video link has copied over.

March 1, 2015

Copy posted for info.

Dear Sir,

I am a shareholder in Rangers International Football Club. In previous correspondence, I have raised concerns over breaches of AIM rules 22 & 26.

In these breaches of AIM rules, invalid and misleading claims were posted in RNS statements on 6th February and 25th February. In addition, these claims were repeated in a circular, Notice of general meeting, sent to all shareholders. The claims are also repeated in an online biographical description of Mr Derek Llambias.

On the 27th February, I note that an RNS announcement, Clarification of previous announcements, has been posted.

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12264250.html

For the avoidance of doubt, “the latest gaffes are the sixth time since August the beleaguered Rangers board have been forced to make amendments, corrections and clarifications to previous Stock Exchange announcements.”

http://www.dailyrecord.co.uk/sport/football/football-news/rangers-forced-embarrassing-u-turn-over-5242169

I believe that the scale of the misinformation issued by directors of RIFC under the direction of chairman, David Somers, and the guidance of Nomad, Paul Shackleton, requires a full regulatory examination by the authorities.

I accept that clarification has now been offered as of February, 27th but wish to point out that misinformation issued in the Notice of general meeting which is to be held on Friday 6th March could well have swayed the voting intentions of some. I do not believe that disingenuous comments in this circular are the result of a simple error.

Why has the biography of Derek Llambias not yet been updated?

Under Guidance Notes for AIM rule 26, “The information required by this rule should be kept up-to-date and the last date on which it was updated should be included.”

http://www.rangersinternationalfootballclub.com/board-management/board-of-directors/item/4999-derek-llambias

On 24/2/15, the incorrect date, 2007, mentioned in the Clarification of previous announcements noted above has already been changed but the misleading figure of £123 million has not been updated.

“The figure of £123 million referred to in the Circular was the projected turnover”

Since the resignation of James Easdale as director on February 25th, membership of committees has been deleted and replaced with – “Under Review”. With only 3 remaining directors, how long does it take to update the committee structure?

From Aim rule 26

“a description of the responsibilities of the members of the board of directors and details of any committees of the board of directors and their responsibilities;”

I trust that prompt action will follow.

Yours faithfully,

govan_derriere

Shareholder in RIFC

February 28, 2015

On Twitter

@AndyDev28: Craig Mather now backing the RST. Why has WH Ireland not called Paul Shackelton to account? Clearly this current Rangers regime are finished

@AndyDev28: One of the biggest scandals in this almost 4 year long Rangers debacle is that David Somers is still Ibrox chairman.

February 27, 2015

Just in.

Two emails attached with a brief response from Paul Shackleton.

Thanks due to FS for help rendered.

Email 1

Dear Sir,

I am a shareholder in Rangers International Football Club, Investor code 0000*******. Today in another RNS announcement, Directorate Change, under Provision and disclosure of information, I believe, there has been a further breach of AIM rule 22.

In the statement issued,

"Rangers announces that James Easdale has resigned from the Boards . . ."

and goes on to say that

". . . He leaves Rangers having never received any remuneration, bonus or compromise payment during his time at the Club. "

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12260511.html

Compare with the attached email dated 13th January, 2014, you will note that the finance director, Brian Stockbridge - at that time, is asking Yvonne Whitelock "to remove James from the payroll run" & asks "Let me know how much he has been paid to date"

Has the company used all due skill and care to ensure that information provided to the Exchange is correct, complete and not misleading?

If, as stated in the RNS, Mr Easdale has never received any remuneration, why is the finance director asking how much he has been paid to date?

In a previous case when Brian Stockbridge repaid a bonus, my understanding is that it was not possible to reclaim NI and Tax paid. Was RIFC able to reclaim tax & NI payments made by James Easdale?

The directors and Nomad involved in RIFC have a serious issue with credibility.

They appear unable to issue statements that are trustworthy.

Why is there a serious question mark raised over almost every action that they have taken?

For far too long, a complete absence of Corporate Governance appears to have become the norm. Perhaps it is time for the regulatory authorities to take decisive action.

Yours faithfully,

govan_derriere

Shareholder in RIFC

Email 2

Dear Sir,

I am a shareholder in RIFC. I pass on this email for information.

I emailed AIM/FCA on Thursday 19th February, 2015

RE Rangers International Football Club – Breach of AIM rule 22.

On Tuesday 24th, I passed my concerns regarding this matter on to Adrian Hadden & Paul Shackleton, NOMAD with WH-Ireland. I also copied AIM into my communication for information.

RIFC has reacted instantly to my concerns but appears to have only dealt partially with the issues raised – see part 2.

part 1 In the biographical description of CEO, Mr Derek Llambias, there is one single change to the text. The incorrectly noted year, 2007 has been changed to 2008.

Updated notification on RIFC website

Derek joined Newcastle Football Club in 2008 as Vice Chairman and Managing Director and in his 5 years stewardship he reformed and improved stadium facilities, expanded commercial activities giving N.U.F.C. an increase in turnover from £85 million to £123 million. He took the club which was making significant losses to one of the top 20 most profitable clubs in Europe.

http://www.rangersinternationalfootballclub.com/board-management/board-of-directors/item/4999-derek-llambias

I believe this minor change is acceptance that RIFC were in breach of AIM rule 22.

However, RIFC is in breach of AIM rule 22 on a second count.

On 6/2/15 RNS, Requisitioned General Meeting

Derek joined NUFC in 2007 and in his ﬁve year stewardship reformed and improved stadium facilities; increased turnover from £85 million to £123 million and, from making signiﬁcant losses, NUFC became one of the top 20 most proﬁtable clubs in Europe.

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12241662.html

This announcement is still in its original form.

Under Guidance Notes for AIM rules 2014, Provision and disclosure of information

Rule 22, I would question if RIFC has taken the advice noted below?

“If it comes to the subsequent attention of the AIM company that information provided does not meet this requirement, the AIM company should advise the Exchange as soon as practicable.”

part 2

This statement below is published on the RNS announcement of 6/2/15 and also on the RIFC website under “biographical information about Derek Llambias” mentioned above.

“Derek joined NUFC in 2007 and in his ﬁve year stewardship reformed and improved stadium facilities; increased turnover from £85 million to £123 million and, from making signiﬁcant losses, NUFC became one of the top 20 most proﬁtable clubs in Europe.”

Compare the claims in this statement made by RIFC with the statement below made by a group of Newcastle fans who had experience of Mr Llambias as a director of NUFC.

“Llambias took charge of NUFC from Chris Mort in 2008.

The financial year (2007/08) while Chris Mort was in charge produced the following revenues – 2007/08

Turnover £99.4m (Commercial £25.9m, Matchday £32.4m, TV £41.1m)

Derek Llambias left Newcastle United in June 2013 after five years in charge and his final NUFC financial figures were for 2012/13 – 2012/13

Turnover £95.9 (Commercial £17.1m, Matchday £27.8m TV £51.0m)

The operational ‘profit’ was in reality a loss of £616,000 in Llambias’ final year.”

http://www.themag.co.uk/2015/02/must-read-derek-llambias-rangers-bio-written-jfk/

I believe that a full examination of the claims made in the announcements by RIFC is urgently required. As a shareholder in RIFC, I do not feel that I am being dealt with fairly. I have issues of trust with the board and feel inclined not to accept their account of the effectiveness of Mr Llambias.

Further quote from themag

“Claiming he increased turnover by £38m when he actually decreased it by £3.5m despite £10m extra TV money. Claims he expanded the commercial activities to help give these fantasy increases in turnover, when the reality is that Commercial revenue dropped by £8.8m. As for becoming one of the top 20 most profitable clubs in Europe, Newcastle United made an operational loss and didn’t make any profit.”

I suggest that further due diligence is required to establish if claims made are valid.

Yours faithfully,

govan_derriere

Shareholder in RIFC

Response from Paul Shackleton on 26/2/15

Dear GD,

We are looking at this and we take the integrity of RNS announcements very seriously, thank you for sharing your concerns.

Paul

Paul Shackleton

Corporate Finance Director

February 24, 2015

Last Thursday I emailed AIM & FCA with information relating to breaches of AIM rules 26 & 22. I deliberately decided not to inform the Nomad at that time. He seldom appears to address any issues raised, anyway.

Today, I sent two emails. The first below was sent to NOMAD/ AIM/ DL/ DS/ BL. The second only to the NOMAD as the FCA & AIM had previously been informed.

With the first email, they have now put up a bio relating to Barry Leach on the official website.

http://www.rangersinternationalfootballclub.com/board-management/board-of-directors

Just noticed tonight that, with the second email, they have changed the date that Llambias joined NUFC from 2007 to 2008 on the RIFC website. An admission that they are guilty of breach of AIM rule 22?

The RNS announcement on 6th Feb is unchanged when I last checked at 9:43 pm, link below. Don't know if they can just login and change it or maybe they need to wait until the stock exchange is open to do this?

I still have issues with the financial claims made in the RNS announcement on 6th - see The Mag blog.

The sooner we are shot of this board the better.

Email 1

Dear Sir,

I am a shareholder in RIFC.

Under AIM rule 26; "each AIM company must maintain a website"

It is now more than 7 weeks since Barry Leach was appointed as a director of RIFC.

Where are the "biographical details" of Barry Leach on the company website?

There are 4 directors, but details of committees do not include Derek Llambias, nor Barry Leach.

Where are the "descriptions of the responsibilities" of the members of the board?

On RIFC website

"The Company voluntarily complies with the provisions of the UK Corporate Governance Code as applicable to smaller listed companies (that is, companies below the FTSE 350)."

Under UK Corporate Governance Code, "Comply or explain", I still await an answer submitted to David Somers, chairman.

Why does the company not have two independent non-executive directors?

Email 2

On the RIFC website, it is stated that Derek Llambias joined NUFC in 2007.

Checking online reveals that Derek Llambias was a director of Newcastle United from 14th May, 2008 until 26th June, 2013.

The lack of care taken with publication of basic information appears shocking, if the dates I post above are accurate.

Also,

On the RNS announcement on 6th Feb., this information is repeated. A lazy, copy & paste job?

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12241662.html

Are there two breaches of AIM rule 22?

For your additional information, there is an interesting perspective adopted by some NUFC fans.

http://www.themag.co.uk/2015/02/must-read-derek-llambias-rangers-bio-written-jfk/

govan_derriere

Shareholder in RIFC

February 22, 2015

Many people in the Western world have openly empathised with the sentiments embodied in

'Je suis Charlie'

Are we articulating a similar view with. ‘Nous sommes les garçons de Guillaume’

February 22, 2015

On 5th January Barry Leach's appointment as a director was announced.

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12204364.html

On the notice it lists 45 SD related companies from which he resigned on 24th Oct.

There are a number of additional companies where he is simply listed as being a former director. For example

"Rangers Retail Limited

Director

Former "

Rangers Retail Limited was founded on 13 Jul 2012. It was founded by Mr David Michael Forsey, Mr Barry John Leach.

Barry Leach served as a director of Rangers Retail from

13 Jul 2012 — 24 Oct 2014 (2 years, 3 months, 11 days)

They didn't bother to mention this on the RNS announcement above.

Wonder why not?

Now compare an article published in the Herald

2/11/14 Rangers Retail

http://www.heraldscotland.com/sport/...s-ago.25756326

Ashley firm had financial control of Rangers Retail two years ago

However, they would like us to believe that Llambias & Leach are independent directors!

Aye right!

February 20, 2015

I believe that the NOMAD was spouting the independence p*** to Dave King.

February 20, 2015

For all the little effect, I suspect this might have, I have emailed Somers, Nomad, Aim & FCA, questioning our "Lack of Independent Board Members" as described in the UK Corporate Governance Code, to which RIFC have signed up. Hope it keeps them occupied!

Will report any response.

Dear Mr. Somers,

UK Corporate Governance Code “Comply or Explain”

https://www.frc.org.uk/Our-Work/Codes-Standards/Corporate-governance/UK-Corporate-Governance-Code.aspx

I note that RIFC voluntarily complies with the provisions of the UK Corporate Governance Code as applicable to smaller listed companies.

http://www.rangersinternationalfootballclub.com/board-management/corporate-governance

I write to you as a shareholder in RIFC, investor code 0000*******, and seek an explanation from you as chairman of RIFC why according to section B.1.2. of the UK Corporate Governance Code, RIFC does not have at least two independent non-executive directors, excluding the chairman?

Under B.1: The Composition of the Board, may I remind you of some of the criteria listed under Code Provisions, B.1.1?

The board should state its reasons if it determines that a director is

independent notwithstanding the existence of relationships or circumstances which

may appear relevant to its determination, including if the director:

has been an employee of the company or group within the last five years;

has, or has had within the last three years, a material business relationship with

the company either directly, or as a partner, shareholder, director or senior

employee of a body that has such a relationship with the company;

has received or receives additional remuneration from the company apart from a

director’s fee, participates in the company’s share option or a performance related

pay scheme, or is a member of the company’s pension scheme;

has close family ties with any of the company’s advisers, directors or senior

employees;

holds cross-directorships or has significant links with other directors through

involvement in other companies or bodies;

represents a significant shareholder.

Current directors

On 27th Oct., 2014 Credit Facility of £2 million MASH

Under the terms of the Facility MASH has the right to appoint up to 2 directors on the board of directors of RFCL.

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12129094.html

On 28/10/14, both Derek Llambias and Barry Leach were appointed consultants.

http://www.bbc.co.uk/sport/0/football/29783348

I assume that they were paid for their efforts, so can we class them as former employees of the company?

2/11/14 Rangers Retail

http://www.heraldscotland.com/sport/football/ashley-firm-had-financial-control-of-rangers-retail-2-years-ago.25756326

Ashley firm had financial control of Rangers Retail two years ago

On 3 November 2014, “the Board of Rangers announced that it has appointed Derek Llambias as a non-executive director. He was nominated as a director of its choice by MASH Holdings”

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12136731.html

Mr Barry John Leach Director of Rangers Retail from 13 Jul 2012 — 24 Oct 2014.

Mr Leach appears to have had a significant material business relationship with the company prior to joining as a consultant. Numerous directorships of companies connected to Sports Direct were terminated around 27/10/14.

Mr Derek Llambias was a director and major shareholder of Keith Bishop Public Relations Limited from 03 Jan 2012 — 27 Oct 2014. This company was the subject of considerable controversy surrounds KBA. Consider this newspaper report:-

“Keith Bishop Associates, for example, are on an 18-month contract as part of the club’s deal with Sports Direct. They invoiced Rangers last year for £27,000 and one official was so gobsmacked at the scale of payment for the work associated with it he demanded it not be paid.”

http://www.dailyrecord.co.uk/news/scottish-news/rangers-business-review-ibrox-board-3459504

Mr. Llambias also has many connections to companies associated with Mike Ashley & Sports Direct.

20/1/15 on Sky television, Charles Green, former CEO of RIFC, confirms that “Derek Llambias was in on the deal to sell Ibrox's naming rights for £1”

http://www1.skysports.com/watch/video/sports/football/9653914/exclusive-charles-green-interview

This story is also covered in the Herald.

http://www.heraldscotland.com/sport/football/green-lllambias-was-in-on-ibrox-1-naming-rights-deal.116597492

Mr James Easdale

On 10/10/14 in a leaked email written by David Somers, the Telegraph report that in it, “Somers admits that he and James Easdale were in a minority on the Rangers plc board over the question of Ashley’s designs on the club”.

http://www.telegraph.co.uk/sport/football/teams/rangers/11311642/Rangers-chairman-David-Somers-pleaded-for-Mike-Ashley-takeover-to-succeed-emails-reveal.html

I am left to ponder how effectively directors of RIFC have acted “in what they consider to be the best interests of the company, consistent with their statutory duties. For directors of UK incorporated companies, these duties are set out in the Sections 170 to 177 of the Companies Act 2006.”

On the RIFC website, is published:-

Corporate Governance

The Board is committed to the highest standards of corporate governance.

The Company voluntarily complies with the provisions of the UK Corporate Governance Code as applicable to smaller listed companies (that is, companies below the FTSE 350).

At all times, the Company will have a balanced and experienced Board who will seek to eliminate conflicts of interest.

This statement was last updated on 10/9/2013.

I repeat my question from above.

Why according to section B.1.2. of the UK Corporate Governance Code, does RIFC not have at least two independent non-executive directors, excluding the chairman?

Under, UK Corporate Governance Code “Comply or Explain”, I await your answer.

Yours faithfully,

govan_derriere

Shareholder in RIFC

February 19, 2015

Another interesting twist on this.

Consider this RNS statement on

6/2/15, Requisitioned General Meeting

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12241662.html

“The current management team is led by Derek Llambias. Derek Llambias was formerly the Managing Director of Newcastle United Football Club ("NUFC"). Derek joined NUFC in 2007 and in his ﬁve year stewardship reformed and improved stadium facilities; increased turnover from £85 million to £123 million and, from making signiﬁcant losses, NUFC became one of the top 20 most proﬁtable clubs in Europe.”

For a start, DL joined NUFC in 2008.

Is telling porkies to the LSE not a contravention of AIM rule 22?

A wee bit of verification of his financial claims whilst at NUFC might prove interesting. The claims made in the MAG above do not seem too impressed.

Have also flagged this up to AIM & FCA this morning.

February 18, 2015

There is a clear breach of AIM rules here.

I have already written to AIM & FCA.

Don't want to give the 'Mafia' any advance warning about this.

February 18, 2015

On 10th Feb., I sent an email to AIM flagging up my concerns that the announcement about the venue for EGM posted on 6th Feb. was 'misleading', under AIM Rule 22.

On 17th, I received the bog standard response.

However, at the end of the reply, for once, they did state that I should consult the notice on 17th about venue.

I didn't pay too much attention to this response at the time.

However, today they sent me an updated response ( has never happened before) with a link pasted to today's announcement. Maybe, just maybe, they have been on the case!

Appended below.

Email sent

Reply on 17th

Further reply on 18th

Sent: 10 February 2015 12:23

To: AIM Regulation

Subject: RIFC Further breach of AIM Rule Rule 22?

I am a shareholder in Rangers International Football Club.

RIFC - Further breach of AIM Rule Rule 22?

“The AIM company must use all due skill and care to ensure that information provided to the Exchange pursuant to this rule is correct, complete and not misleading.”

On 6th February a Requisitioned General Meeting was announced.

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12241662.html

Shareholders will ﬁnd in the Circular a notice of a General Meeting to be held at 10.00 a.m. on Wednesday 4 March 2015 at The Orchard Suite, Millennium Gloucester Hotel & Conference Centre, 4-18 Harrington Gardens, London SW7 4LH.

The announcement includes this statement.

“Shareholders may attend and vote at the General Meeting in person.”

However, this was likely to prove impossible. There are over 5000 small shareholders in RIFC. At the previous two AGMs the attendance exceeded 2000 in each case. Paul Shackleton, Nomad, attended the last AGM in Dec 2014. He was fully aware of how many people attended.

Many shareholders, myself included, contacted both the Met & the manager of the Millennium Gloucester Hotel to check what contingencies were in place should more than 500 shareholders turn up.

Had Paul Shackleton carried out a Risk Assessment of how it was planned to accommodate over 500 participants?

In the notice above it is stated that “shareholders may attend.”

To anyone with a cynical eye, it is clear that this was a botched attempt to disenfranchise many of the shareholders.

On 10th February, a further announcement Re: Requisitioned General Meeting

http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/12243905.html

Rangers was informed yesterday that the Millennium Gloucester Hotel & Conference Centre which was the intended venue for the Requisitioned General Meeting ("GM") on Wednesday 4 March 2015 is no longer available.

But hang on; the board has had 3 weeks to sort out accommodation for the General Meeting!

Unless they already had confirmation that the venue was available why announce it?

Did they use “ all due skill and care to ensure that information provided to the Exchange” on 6th February is correct?

Had they organised a location capable of accommodating all those who wish to attend?

“The hotel management felt it necessary to take this position after receiving numerous complaints and false information from individuals purporting to be shareholders.”

This part of the announcement is disingenuous at best. As stated above, I am a shareholder and regrettably had to contact both the Met and the Hotel in order to protect my right to attend the EGM. Why are the board and the Nomad not ensuring that shareholder rights are protected?

“An alternative venue is currently being sought in the London area and will be announced as soon as possible.”

I await this with baited breath, mindful of the fact that many shareholders have already made travel plans. Any further delay from an incompetent Nomad and board of directors is unacceptable.

It is probably too simplistic to suggest that Ibrox stadium in Glasgow is a perfect, lower cost option.

For your information, I have written to Vince Cable, business secretary, this morning and flagged up my ongoing concerns about the failure of the Nomad to ensure that directors comply with their fiduciary duties. The ongoing lack of corporate governance is nothing short of disgraceful.

Yours faithfully,

govan_derriere

Shareholder in RIFC.

From: AIM Regulation

Sent: 17 February 2015 16:21

Cc: AIM Regulation

Subject: RE: RIFC Further breach of AIM Rule Rule 22?

Dear govan_derriere

We acknowledge receipt of your further e-mail below regarding Rangers International Football Club plc.

As we have noted in our previous correspondence, AIM Regulation investigates all complaints made as regards the conduct of AIM Companies and Nominated Advisers in respect of their compliance with the AIM Rules for Companies ("AIM Rules") and for Nominated Advisers ("Nomad Rules") and takes action where appropriate.

We note your concerns regarding the convening of the Company’s EGM. Please note that AIM Regulation's remit does not extend to matters beyond the AIM Rules and Nomad Rules. Accordingly, our remit does not extend to matters such as, directors' fiduciary duties, shareholder remedies and/or matters relating to the convening of an EGM, which are subject to the Companies Act 2006.

With respect to your concerns regarding the Company’s compliance with the AIM Rules, as noted above, we consider carefully all such allegations. If you have not already noted, you may wish to consider the Company’s notification of 17 February 2015 which details the new arrangements for the Company’s forthcoming EGM.

Thank you for bringing your concerns to our attention.

Kind regards

AIM REGULATION

RE: RIFC Further breach of AIM Rule Rule 22?

18 February 2015 16:39

Dear govan_derriere,

Further to our above correspondence you may wish to note today’s announcement regarding the new venue for the forthcoming EGM. http://www.investegate.co.uk/rangers-int-f-c--plc--rfc-/rns/change-of-venue-and-time-for-general-meeting/201502180700151824F/

Kind regards

AIM REGULATION

February 16, 2015

Also published here

http://www.thecoplandroad.org/2015/02/rangers-fan-board-meeting-minutes.html

February 16, 2015

Here are a couple of reasons, if you needed them, why we need to rid ourselves of these Rats.

BL: I haven’t spoken to Mike Ashley since I left SD in September. Derek hasn’t spoken to him for longer than that, so we can’t speak to what his plans are.

BL: He returned the naming rights for 25% advertising rights at the stadium. The crest and badges are not part of this – they still belong to RFC.

So applying my basic arithmetical skills, our advertising rights for the stadium must be worth a whopping £4.

February 15, 2015

Is that not a conflict of interest?

AIM rules for NOMADS

Independence and conflicts

21. Independence on a continuing basis

A nominated adviser must be able to demonstrate to the Exchange that both it and its executives are independent from the AIM companies for which it acts such that there is no reasonable basis for impugning the nominated adviser’s independence.

Where the Exchange requires a nominated adviser to demonstrate clearly that neither its independence nor that of any of its executives has or will be compromised by any potential conflict of interest, the burden of proof will be upon the nominated adviser.

In cases of doubt about its independence a nominated adviser should consult the Exchange in advance of entering into any arrangements.

Schedule One sets out further rules in relation to the independence of a nominated adviser.

22. Conflicts of Interest

A nominated adviser must not have, and must take care to avoid, the semblance of a conflict between the interests of the AIM companies for which it acts and those of any other party.

In particular, a nominated adviser must not act for any other party to a transaction or take-over other than its AIM company client.

Schedule One - Independence in relation to rule 21

For the avoidance of doubt:

 A nominated adviser may not act as both reporting accountant and/or auditor on the one hand and nominated adviser to an AIM company on the other unless it has satisfied the Exchange that appropriate safeguards are in place;

 No partner, director, employee of a nominated adviser or associate of any such partner, director or employee may hold the position of a director of an AIM company for which the firm acts as nominated adviser;

 No nominated adviser or partner, director, employee of a nominated adviser or associate of any such partner, director or employee either individually or collectively may be a substantial shareholder (i.e. 10% or more, taking into account options, warrants or similar that it may hold as if they have been exercised) of an AIM company for which the firm acts as nominated adviser;

 A nominated adviser or partner, director, employee of a nominated adviser or associate of any such partner, director or employee may be a significant shareholder (i.e. 3% or more, taking into account options, warrants or similar that it may hold as if they have been exercised) of an AIM company for which the firm acts as nominated adviser provided adequate safeguards are in place to prevent any conflict of interest;

 No nominated adviser or partner, director, employee of a nominated adviser or associate of any such partner, director or employee may deal in the securities of an AIM company or any related financial product for which the firm acts as nominated adviser during any close period of that company;

 When calculating an interest in a client company a nominated adviser is permitted to disregard any interest in shares pursuant to rules 5.1.3 to 5.1.5 inclusive of the DTR; and

 If a nominated adviser breaches any of the above limits as a result of its underwriting activities it must make best endeavours to sell down its holding to within the guidelines as soon as reasonably practicable.

Note: As guidance, bullet points 3 – 5 inclusive above will only apply to the corporate finance function of a nominated adviser firm and not to other areas adequately separated by chinese walls or similar safeguards. In such situations the burden of proof required of the nominated adviser under rule 21 remains.

February 11, 2015

I offer a rehash and slight update of what I posted yesterday.

I posted yesterday that the Requisitioned General Meeting announced on 6th February may be in breach of AIM rule 22, Provision and disclosure of information.

“The AIM company must use all due skill and care to ensure that information provided to the Exchange pursuant to this rule is correct, complete and not misleading.”

The announcement on 6th February includes this statement.

“Shareholders may attend and vote at the General Meeting in person.”

Has the board used “ all due skill and care to ensure that information provided to the Exchange” on 6th February is correct? Had they organised a location capable of accommodating all those who wish to attend? As shareholders, why did so many of us need to contact both the Met and the Hotel in order to protect our rights to attend the EGM?

Only when shareholders contacted the hotel did it emerge that the capacity of the room booked was 500. In the last two AGMs held, there have been in excess of 2000 people in attendance.

Why had the board and the Nomad not ensured that shareholder rights were protected? They said in the announcement that “Shareholders may attend and vote at the General Meeting in person.” Their deliberate action in booking a venue that has an inadequate capacity simply prevents shareholders being able to exercise their democratic right to attend.

So, was the announcement on 6th Feb. correct, complete and not misleading in line with Aim rule 22?

Now we move on to the deflect and deny phase.

On 10th February, a further announcement Re: Requisitioned General Meeting appears.

"Rangers was informed yesterday that the Millennium Gloucester Hotel & Conference Centre which was the intended venue for the Requisitioned General Meeting ("GM") on Wednesday 4 March 2015 is no longer available."

But hang on; the board has had 3 weeks to sort out accommodation for the General Meeting. In the spirit of AIM rule 22, the company must use all due skill and care to ensure that information provided to the Exchange . . .is correct, complete and not misleading. The venue for the EGM was stated in the announcement on the 6th February. Why announce this venue unless they were certain it was booked?

The narrative continues;

“The hotel management felt it necessary to take this position after receiving numerous complaints and false information from individuals purporting to be shareholders.”

To my mind, the attempt to mislead in the statement of Feb., 6th is catching up with them. This part of the announcement is disingenuous at best. I am a shareholder and regrettably had to contact both the Met and the Hotel in order to protect my right to attend the EGM. It looks likely that the hotel has also been misled about potential numbers of attendees.

Who better to blame – fans and media will do nicely.

So has the board potentially prevented shareholders from attending a general meeting by booking a venue with inadequate accommodation?

If the LSE announcement of 6th Feb is in breach of Aim rule 22, has the board missed the deadline for arranging a properly constituted EGM within the required timeframe? By default, does Dave King now have the right to organise the EGM and bill the board for this?

February 10, 2015

Excellent advice. My votes will be proxied.

February 10, 2015

Copies to Shackleton/ Hadden/ FCA & AIM

I am a shareholder in RIFC.

Further breach of AIM Rule Rule 22?