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10 Nov

RST Letter to AIM

Official Statement - POSTED ON NOVEMBER 10, 2014

On Friday 7th November the RST sent the letter below to the AIM regulator expressing concerns as to how decisions within the RIFC boardroom are being made in favour of one shareholder as well as concerns over their actions in respect of the running of our club. We are aware that several other shareholders from fans with a significant shareholding to professional investors have raised similar concerns, shareholders can voice any concerns to AIM by emailing:aiminvestigations@londonstockexchange.com

The main points to cover with regards the board of RIFC are:

A failure to act independently.

Failing to treat shareholders equally.

A reckless and irresponsible attitude to going concern status.

Blatant disregard of related party rules and regulations.

Failure to disclose related party commercial arrangements.

Complete disregard for corporate governance guidelines.

 

The letter to AIM is as follows;

 

We write as a shareholder to express our deep concern over the stewardship of Rangers International Football Club plc, and ask that you carry out an investigation into the current and previous board of directors to determine if their actions favour one particular related party, namely Mr Mike Ashley and his company, Sports Direct.

 

We are aware that Mr Ashley, a shareholder in RIFC, has been awarded the naming rights to Rangers’ stadium for £1. This appears to be uncompetitive and may enable Mr Ashley’s company to profit at the expense of RIFC.

We are also aware that Mr Ashley controls the retail operations of RIFC via Sports Direct, reducing potential revenue streams to the severe detriment of the company, and to the possible benefit of Sports Direct. We are unaware of any competitive tenders being sought by the directors of RIFC.

More recently, Mr Ashley has provided a short term loan to RIFC in return for which he has been allowed to place two of his representatives on the board of the company. We are aware that an alternative offer of a larger loan on similar terms was made to the company, but the board chose to accept the smaller loan from Mr Ashley

 

Mr Ashley owns a controlling interest in another football club, Newcastle United FC, and ownership of more than one football club is not permitted by football authorities. Under the terms agreed with the Scottish Football Association, Mr Ashley was initially permitted to be involved with Rangers if his shareholding did not exceed 10%, and that he did not exert any influence at board level.

We believe in placing two of his representatives on the board of RIFC, Mr Ashley is clearly influencing operations which may violate his agreement with the SFA. This could put the football club at risk of sanctions. Indeed, we understand that the SFA has written to Rangers and Mr Ashley for clarification.

 

Potential sanctions from the governing body could range from financial penalties to suspension of membership.

 

We believe this is an unacceptable risk to the business, particularly when an alternative offer of short term funding was available. This risk appears to have been taken in order to further the interests of one related party.

 

Furthermore, it has been reported that Mr Ashley is set to obtain the image rights to Rangers’ emblems. We are unaware of these being for sale and certainly have no knowledge of any competitive bids being sought. Again, if this is the case, it would seem to be another example of one related party benefitting at the expense of the company and the thousands of other shareholders.

 

Finally, there does not appear to have been any disclosure of commercial income by the board, and previous statements by the board to the effect that the company has sufficient funds have been false. (Short term funding in the form of loans had to be secured earlier in the year following a statement by the then CEO that the company had sufficient funds to last until the end of the football season)

 

The Rangers Supporters’ Trust represents over 2000 members with a group shareholding in RIFC, and we believe our interests, as well as those of thousands of other shareholders, may be being overlooked in favour of one particular shareholder/related party

 

This is to the detriment of the commercial performance of the company in favour of another company owned by Mr Ashley, and we believe that if this is the case, it is in direct contravention of AIM rules and the Companies Act,

 

As such, we ask that you carry out a full investigation with some urgency in order to determine if the board are putting the interests of one related party ahead of those of the company and its many thousands of other shareholders.

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