RIFC - Further breach of AIM Rule Rule 22?

[govan_derriere 3]

Copies to Shackleton/ Hadden/ FCA & AIM

 

 

I am a shareholder in 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 bated breath, mindful of the fact that many shareholders have already made travel plans. Any further delays are 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,

[Zappa 0]

Great work yet again gd!

[pete 2,499]

Yeh great work mate. Power to the People!!!!

[govan_derriere 3]

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?

[Bluedell 5,356]

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

Yes, but will the breach of AIM rules result in anything? A fine for the club and a slap on the wrist for the directors? Even that as we both can imagine what the director's argument is going to be about setting hthe location in good faith but public safety has to take priority...yada yada yada.

 

It just seems that we have fallen into the trap set by the directors and it would have been better to have meekly accepted the location and send in proxies rather than give them an excuse for postponing it.

 

 

By default, does Dave King now have the right to organise the EGM and bill the board for this?

Doubt it very much. I can't recall any provisions in the Companies Act that allow for that.

[andy steel 0]

Hang on BD - surely 'we couldn't find a hotel' won't wash as reason enough to postpone the EGM? If they try that one, King should be in the court first thing in the morning putting the process into the law's hands.

Edited February 11, 2015 by andy steel

[Darthter 542]

Hang on BD - surely 'we couldn't find a hotel' won't wash as reason enough to postpone the EGM? If they try that one, King should be in the court first thing in the morning putting the process into the law's hands.

 

"Couldn't find a hotel" or "Couldn't find a suitable venue" have got to be the worst excuses possible - when you own a 50,000 seater stadium & used it previously for AGM purposes.

[the gunslinger 3,366]

If the board fail to orgonise an agm then Dave king can at the boards expense I am sure. The relevant rule was posted on here.

[buster. 4,808]

Hang on BD - surely 'we couldn't find a hotel' won't wash as reason enough to postpone the EGM? If they try that one, King should be in the court first thing in the morning putting the process into the law's hands.

 

In that scenario the polis should lift them for incitement.

[Bluedell 5,356]

Hang on BD - surely 'we couldn't find a hotel' won't wash as reason enough to postpone the EGM? If they try that one, King should be in the court first thing in the morning putting the process into the law's hands.

 

Can you rule anything out when it comes to this board? Normally I'd totally agree with you but I fully expect them to come up with something which will result in a delay. I'm not sure about what the response is going to be if it goes legal, but it could get messy and be used as a further excuse for delay.

 

I really hope I'm wrong but I've just got used to fearing the worst when it comes to this crowd.

 

Let's face it. They've already used the fact that the 3Bs wouldn't expect repayment for their finance (it would be converted into capital) as an excuse for taking Ashley's cash. Anyone who opts for taking finance that they have to repay rather than finance where they don't have to pay can use anything and everything as an excuse.