Minutes of meeting with Craig Mather, Brian Stockbridge etc

[rbr 1,247]

Posed by the RST on Facebook, if this is in the wrong place or it's already been started... feel free to move or delete.

Minutes of meeting with C Mather and B Stockbridge

Minute of meeting between the Rangers Supporters Association, Rangers Supporters Assembly and the Rangers Supporters Trust had a meeting with club Chief Executive Craig Mather, Finance Director Brian Stockbridge and Director of Communications James Traynor. Ibrox Stadium 10 October 2013.

 

SEDERUNT

C Mather, B Stockbridge, J Traynor and J Hannah (Rangers FC). Fans reps - D Roberton, J Kirk, T Green, M Dingwall, R Johnston, A Sheppard and G Letham.

 

INTRODUCTIONS

CM - Introduced himself, keen to be open with the fans.

Brief introduction of fan groups and rationale.

 

IPO ISSUES

GL - Queried the excessive £5.6m costs from fundraising, can we get a breakdown.

BS - pre-IPO fees are high. Large cost to secure the club - at time of acquisition there was no license to play football and it was risky private investment and that attracts high costs.

GL - normally fees would be 5% - why are these as high as 25%

BS - fees paid were commensurate with normal legal and professional fees but the other costs were high. I came in on 14th June by which time these costs were already fixed.

Payments agreed by the club prior to my joining were only paid if I considered they were properly incurred and constituted proper commercial contracts.

Intends putting together a more informative analysis of historic costs ref the IPO before the AGM - this sort of information is not normally in the public domain. Will have to liaise with investors and advisors that they are happy to have fees disclosed. Hope to be as transparent as I can be.

You must remember there were Inherited costs - in terms of wages these were around the £30m mark for example and will not remain at that level.

GL - £450,000 arrangement payment to Zeus - is this transaction included in the cost of the IPO? What about refunds to investors such as Laxey, Eurovestech and Alan Mackenzie?

BS - Yes, it is included. But there were no illegal returns of capital.

CM - as far as fees are concerned I'm happy to state a £50k - 5% commission was paid on my introduction regarding investing in the company.

GL - why have the costs of finance raising been so high? Charles Green assured Rangers fans that fundraising would be easy.

BS - can't be responsible for CG statements or contracts. Only invoices club pays out are those which are contractual, reasonable and binding. We have cut costs considerably going forward.

 

STAFF REMUNERATION

The staff costs appear massive and should not have been incurred for the level of football or the amount of work undertaken.

CM - certain salaries are in the Annual Report and some scrutiny is valid. My own salary is £300k and the major institutional investors are aware of that and happy with it. The structure of my bonus has been discussed but it will not be linked just to winning the league. Lots of other factors will have to come into play, meeting player and financial budgets.

Both McCoist and myself are content to work together to ensure that we reach a balance on incentives regarding the PLC budget for players and saving money so that one part of the club is not working against the other.

We're looking at reducing the historic level of professional costs - for instance, we are considering an in-house legal department to cap the level of expenditure there. We need to restructure and define cost centres. We are looking at the efficiency for example of Murray Park and wish to make that measurable in setting remuneration/bonuses.

BS - the terms of my contract are public - £200k bonus for each of the next three years. I voluntarily agreed to remove my bonus payment that had been agreed for those years. It's about delivering financial performance, I'm not taking an automatic bonus. Expect that post-AGM my remuneration and bonus will be announced.

I joined the company on 14th June and wasn't salaried until September. Paid a £50k electric bill form my own resources. Banners and chants do not reflect the reality of the situation. I have no outside interest and I have no 1p shares. BS paid 70p per share at the IPO.

TG - why give up bonuses now?

BS - with hindsight I should have been rewarded for financial performance not football basis.

CM - I want Brian looking over my shoulder as finance director controlling spending.

BS - the club is financially secure. We have a completely clear audit from Deloittes. We have no debt.

CM - McCoist package - we've almost got it signed off. An agreed reduced package will be put in place soon.

GL - termination payments appear very generous - for example Charles Green.

BS - Green's package was decided by the Remuneration Committee. I sacked Imran for gross misconduct, he received no compensation.

DR - I thought Green had resigned?

CM - it was a compromise agreement to protect the club. Employees have rights they can exercise.

BS - The Remuneration Committee contains no executives - it contained Malcolm Murray, Phil Cartmell and Ian Hart.

 

CLUB ACCOUNTS

GL - We don't want to dwell too much on the historical numbers, we would rather focus on the future. We would however record that the accounts just released were an appalling set of figures.

CM - We recognise the losses. These were predicted and investors knew there would be a substantial loss in the first year.

GL - pre-IPO research note issued by the broker Cenkos predicted a £1m loss compared with a £14m actual loss. Half-year forecast predicted a £7m loss.

BS - We've seen leaks of price-sensitive information from illegal leaks. It's difficult to form an accurate opinion on partial information. We've removed £2m costs off operational expenditure.

GL - your December management accounts predicted a £6.8m loss but the loss was £14m.

BS - we've had problems with the retail division - the JJB contract going and the Puma deal being late. A lot of one-off costs - £1m for the Pinsents investigation. Pay-off for Green, etc.

GL - do you have a monthly phased plan for the current year and are actual results reviewed against this plan by the Board on a monthly basis?

CM - yes, and regular Senior Management meetings.

GL - can you tell us what the budget revenue and operating profit/loss figures are for the current year 2013/2014?

BS - I can't give price-sensitive info and hence can't give profit forecast numbers. However, Daniel Stewart are working on a research note for insitutionals. We do things by the book - we'll note non-recurring items and will break them down.

RJ - what about provision for similar costs for next year?

BS - difficult to predict as we did have a lot of non-recurring fees this year.

RJ - but we keep losing executive and non executive board members on an almost regular basis and incurring associated costs.

CM - unusual year of change. For instance we had season ticket sales on course as of 1st August but then the requisition for the EGM came in and killed confidence. Sales went from 174 a day to 6. But that's based on perception not reality. We're ahead of budget in many areas.

I want to sort the club - the Board have to be able to look at themselves and if I am not the right man I will go. If I haven't performed then I deserve to be voted off at the AGM.

I have successfully bought businesses out of administration before - I know what I am doing. What happens if we are voted out at the AGM and there is no alternative?

BS - the Stock Exchange will suspend the company from the market.

[rbr 1,247]

THE AGM

RJ - you're blocking alternative nominations to the AGM - it looks like a waste of money to deny a choice - why not let the shareholders vote?

CM - I'm not against that but we have to do things legally and properly. I'm happy to add to the dynamic on the Board. Dave King rang me and I was happy to meet and talk - I'm only interested in the future not past events. DK is not part of any team/conspiracy - he's an individual who cares about Rangers. We had two days of very positive discussions with him and working with the existing team.

I am concerned about lies being told about people on the Board - I want voting at the AGM based on fact. 99% of why we are in court is purely from the legal aspect.

I want Dave King on board for his historic knowledge of how the club works . I said we don't need his cash now. When we get back to the top flight and to compete in Europe then we would welcome an inflow of cash.

RJ - the costs being incurred will be high - why not simply resolve differences and have a vote?

BS - we have to comply with fiduciary duties and follow the rules. Costs are escalating but the business costs are under control. Haven't seen alternative plan from the requistioners.

CM - I am looking to add quality people to the board and would have been delighted to welcome Frank Blin and Jim McColl. Interested parties need to disclose what their plans are and how they can improve the board

 

RETAIL DIVISION INCOME

GL - what is your plan? What will the income from retail be? It is critical. For profit and cash club looks entirely reliant on retail. How and when can you extract cash from the contract?

CM - retail is ahead of target at this time.

GL - what will the operating profit be this year.

BS - figures are ahead of budget. I can't give price sensitive info but we and Sports Direct are absolutely happy with the results this year. We will extract profit by dividend whenever we want.

 

RESOLUTIONS 9 AND 10 AT THE AGM

AS - many fans are confused and concerned by the provisions of resolutions 9 and 10 at the AGM.

BS - fairly standard ability to issue 5 - 10% more shares. Gives us the flexibility to raIse around £3milllion at present share price without seeking further approval.

RJ - why is there no provision of proportionality in the proposed issue? The resolution is very wide to deal with just a employee share participation scheme - will all employees be able to take part in share scheme? I have a legal opinion on these resolutions and the summary is that the lawyers are astounded at them.

GL - the resolutions seem to suggest the ability to allot significantly more than 10% of the shares. The first part of the resolution suggests up to 21.7m shares (33% of the total) and the part relating to allotment of shares to directors/managers also represents 10% of the current shares.

CM - we will address proportionality in any share issue.

BS - I can get a more detailed explanation of how the provisions would work from the lawyers and get back to you. For example - we need flexibility to allow us to take advantage of projects which would benefit the club. I'd be happy to talk to the lawyers concerned about these resolutions as I don't understand why they would be concerned by them.

AS - Resolution 9 allows directors and employees amongst others to make a directors loan which is converted into equity at a nominal value of 1p per share. Nominated individuals can therefore acquire 6.6m shares for an investment of £66,000.

BS- We will pass that on to our lawyers and look at having that re-worded as that is not what is intended by this resolution

 

FINANCIAL PROJECTIONS

GL - What will be the low point for our cash balances in this current year.

BS - April of next year we will have over a million at that point plus we will also have an optional unsecured facility provided should we need it.

CM - the million is without counting any Rangers Retail dividend. So there will be more than a million at our lowest point.

GL - What was the cash balance at 30 Sept 2013 - can you give information

BS - you know I am unable to tell you that.

TG - you told us in August.

BS - that was the year end balance.

GL - the information I am asking is historical and not a forecast, and not price sensitive. You gave the June number before it came out.

BS - I had cleared that statement with the Nomad. Our audit cost £90k - three times what I'd have expected - the amount of scrutiny we are under meant the auditors demanded that.

(BS left the meeting at this time as he had another commitment)

 

MEDIAHOUSE

MD - Many fans are deeply concerned about the performance of this organisation and in particular the lack of action concerning comments made about John Greig.

*** At this point Mr Mather made us aware of a statement being made concerning Mediahouse which will be released through the usual media outlets shortly. ***

CM - Pressure of time has meant I have not dealt with this issue sooner. It was a Board decision to continue with the services of Mediahouse. Jim Traynor works a huge amount of hours and is also in charge of Rangers Media and the TV operation. Mediahouse are providing services in other areas such as agm and with Stock Exchange announcements.

MD - I think most fans will struggle to accept the sincerity of the apology.

CM - I spoke to Jack Irvine before I came in to the meeting and he agreed fully with the statement I've just read out.

 

MEDIA RELATIONS

TG - I feel you've let yourself down regarding comments about families being afraid to go to the game because of the protests.

CM - I've had emails, letters and personal approaches in the street. Some people have written to say that they don't like the level of abuse at some matches. I've been to a lot of football grounds and this is the best family club. I don't mind criticism but the one thing I do object to is being called a liar. A lot of fans are being fed lies about me.

RJ - The bias against the club has to be tackled. We need to be very robust in taking on orchestrated campaigns like the one launched against Armed Forces Day tributes at Ibrox. Too often positives are neglected, we need a fightback. Do you agree Jim that we are given a harsher press than any other Club?

JT - There is a an obvious bias against Rangers in certain sections of the press and in one mass media outlet in particular. I'd rather see the club in court pursuing large media companies rather than fans. If individual journalists overstep the mark I am in favour of selective bans which are more effective than excluding organisations.

 

MEMBERSHIP SCHEMES

AS - Any membership scheme launched by the club must be genuine and not a license to buy a ticket. It must be backed up by an supporter owned equity holding otherwise the board could close the scheme at any time or simply choose to ignore it.

CM - I'm in favour of a membership scheme but we need practical ways to facilitate representation. We chose not to launch one this summer as we didn't feel it we had the right vehicle at that time. We genuinely want to provide a mechanism for as many fans as possible, in fact all fans, to have their views heard. Open to suggestions.

TG - explained the background to the formation and operation of the Assembly. Likewise DR for the Association and RJ for the Trust.

DR - plenty of problems regarding the operation of any membership scheme and the organisations exist to represent their members in specific roles. We express the views of the majority of our members through meetings and elections.

JT - a membership scheme can be developed jointly with the fans and the club. Consultation needs to be wide-ranging.

RJ - we had 14 pages of questions raised by members for this meeting - we might have covered 10% of them. We will feedback through our website and will make the info available to other groups.

TG - the Assembly is conducting a review of it's operations.

 

MOVING FORWARD

TG - what cost-cutting is being undertaken at the club?

CM - We've set up a separate security company, Garrion, to offer services outwith the club in order to maximise club profits. We're looking at similar scenarios in other areas. With regard to catering we have cut the cost element significantly. We reckon £500k savings on catering per year over the next ten. Also, a huge cost has been taken out of facilities without undermining the operation.

 

The meeting convened and all attendees agreed to produce minutes asap for agreement

[simplythebest 0]

Meeting went well IMO

[andy steel 0]

I'm not against that but we have to do things legally and properly.

 

We will pass that on to our lawyers and look at having that re-worded as that is not what is intended by this resolution

 

Legally and properly when it suits them, eh?

 

No answers, a lot of prevarication (that's Latin for bullshit) and absolutely zero % increase in the the already low trust I had in them.

[the gunslinger 3,366]

the same pathetic excuses and hiding behind rules when it suits.

 

stockbridge tells us he only pays cheques he considers valid then blames the remuneration committe for greens pay off.

 

also is it legal that these pre ipo costs weren't listed in the ipo document? i remember talk of 10 million for players and 5 million for ibrox etc but no mention of 5 million to reimburse greens pals.

[the gunslinger 3,366]

Legally and properly when it suits them, eh?

 

No answers, a lot of prevarication (that's Latin for bullshit) and absolutely zero % increase in the the already low trust I had in them.

 

 

that whole section is laughable.

 

he wasn't expecting any hard questions there and just said anything to get out alive.

 

caught lying

[the gunslinger 3,366]

also lying about the investigation cost.

[Mountain Bear 0]

So they follow the rules fastidiously re accepting nominations for alternative directors, but draft AGM resolutions they don't even understand.

[Mountain Bear 0]

the same pathetic excuses and hiding behind rules when it suits.

 

stockbridge tells us he only pays cheques he considers valid then blames the remuneration committe for greens pay off.

 

also is it legal that these pre ipo costs weren't listed in the ipo document? i remember talk of 10 million for players and 5 million for ibrox etc but no mention of 5 million to reimburse greens pals.

 

Spot on. Any risks the investors took were fully reflected in the laughably low purchase price they paid for the assets.

[simplythebest 0]

Pleased to hear Stockbridge is waiving that bonus.