chilledbear 16 Posted February 18, 2015 Share Posted February 18, 2015 In two weeks, the board of Rangers International Football Club (RIFC) are obliged to hold a extraordinary general meeting (EGM) for the company's shareholders. After two London hotels withdrew from staging the event, it will be convened at Ibrox, the team's home and the venue for the previous two annual general meetings. It will probably be a short meeting, since there are only seven resolutions to be read out and voted on, and no opening or closing addresses. It is, though, the culmination in a long battle for control of the club. Here, BBC Scotland explains the EGM and the circumstances surrounding it. What is the EGM about? In its broadest sense, the future of Rangers; but in pragmatic terms, control of the board. The EGM has been called by Dave King, the former Rangers director who owns 14.5% of RIFC. He has raised seven resolutions: the removal of all four current directors - chairman David Somers, chief executive Derek Llambias, finance director Barry Leach, and James Easdale - and the appointments of King, Paul Murray and John Gilligan. As far as the bigger picture is concerned, this can be framed as Mike Ashley versus 'the rest'. The former is the majority shareholder of Sports Direct and Newcastle United, and his MASH company owns an 8.92% stake in RIFC. King is at the head of the latter, but he has clear and unambiguous support from fellow Rangers-supporting shareholders, ranging from ordinary fans with small holdings to Douglas Park, George Letham and George Taylor, who between them own 20% of the RIFC shares. Who are the key parties? Ashley looms over the current regime. He wanted to increase his stake, in underwriting a share issue, but the Scottish Football Association paid heed to the spirit of their dual ownership guidelines and denied him permission. Sports Direct have a joint retail agreement with Rangers and have lent RIFC £5m, secured against various assets, with a second tranche of £5m available to be drawn down. As part of this agreement, Sports Direct are entitled to appoint two directors until the loan has been repaid. Llambias is the former managing director of Newcastle United and when he was appointed as a non-executive director, the Stock Exchange was informed by the club that this was on behalf of MASH. Leach left his executive role at Sports Direct to take up the position at Ibrox. Sandy Easdale is also part of this group, having supported the board appointments through his brother, James. Sandy Easdale owns 6.45% of RIFC and holds proxy votes for a further 19.67%, which includes the shares held by Blue Pitch and Margarita Holdings. King was born and raised in Castlemilk before moving to South Africa early in his working life. He was a director of Rangers under Sir David Murray and then Craig Whyte, with his position on the board under the latter one of two issues that he faces in terms of 'fit and proper person' criteria. After an 11-year battle with the South African Revenue Services, King was convicted of 41 breaches of the Income Tax Act - paying a cumulative fine of around £186,000 - and a tax bill of more than £40m. King has said that he has a company lined up to act as the nominated advisor of RIFC - which manages the company's listing on the Alternative Investment Market - that will approve his appointment as a director. He would then need to seek the approval of the SFA's professional game board, having been on the board under Whyte when Rangers Football Club plc was put into administration, and due to his breaches of the Income Tax Act. Murray is also a former director of Rangers, and faces the same issue with the SFA having been on the board under Whyte, albeit he was sacked by the former owner before RFC plc entered administration and had previously been very vocal about Whyte's unsuitability as an owner. A private equity investor, Murray has campaigned for proper corporate governance at Ibrox, becoming a thorn in the side of Charles Green and others who have passed through the boardroom in the past three years. Gilligan is the former managing director of Tennents Caledonian Breweries and a former vice-chair of the Rangers Supporters Trust (RST). There is a further block of powerful shareholders in Park, Letham and Taylor. The three offered to provide equity finance to RIFC earlier this year, but the board chose instead to take a loan from Sports Direct. All three want to invest in the club, and will vote for King's resolutions. They have yet to respond to comments to the Rangers Fans Board by Leach, that were noted in minutes and released online, in which he said - in very uncomplimentary language - that they had been terrified when they thought their offer would be accepted. Later, Rangers said: "These minutes have not been seen or approved by the board. We are very disappointed by the behaviour of the existing fans' board". How do the votes stack up? Votes are currently being cast by post or by proxy, but informed estimations can be made. King is adamant that he will win, and has the backing of his own 14.5%, the 19.49% held by Park, Letham and Taylor, River & Mercantile's 5.7%, Rangers First's 1.75%, Rangers Supporters Trust's 1.56%, Kieron Prior's 1.35%, Ally McCoist's 1.34%, Felix Magath's 0.99%, Graeme Henderson's 0.72%, Malcolm Murray's 0.25% and Walter Smith's 0.09%. That gives King a starting point of 47.74%. The board can count on MASH's 8.92%, Sandy Easdale's 6.45%, Blue Pitch Holding's 4.91%, Margarita Funds Holding's 3.19%, James Easdale's 0.7%, David Somers' 0.08%, and the remainder of Sandy Easdale's proxy, 11.57%. That gives the board a starting point of 35.74%. The floating voters? The remainder of the shares - 16.49% - are held by a smattering of small investors and individual fan shareholders. The latter are thought to hold around 10%, and many have been motivated to vote in advance by the board's attempts to hold the EGM in London. The RST, in particular, and Rangers First have been gathering proxy votes and will cast them ahead of the EGM. Given the amount of proxies lodged so far, those votes alone could see King have the backing of more than 50% of shareholders, and a straight majority is all that is required for resolutions to be passed. It is conceivable that the board will be informed ahead of the EGM that King's resolutions have the required support, prompting them to appoint the three and then resign. What happens after the EGM? Whichever side wins, there are clear and critical issues to address. The first is finance, since the Sports Direct loan is short-term and the club needs rebuilt from top to bottom. It is also conceivable that the second £5m tranche from Sports Direct will be drawn down before the EGM, with additional securities. The performance of the team also needs to be addressed, since Rangers' only likely route to the Scottish Premiership is now via the play-offs, and performances have sagged during the recent political strife. http://www.bbc.co.uk/sport/0/football/31524925 0 Quote Link to post Share on other sites More sharing options...
jhunter 0 Posted February 18, 2015 Share Posted February 18, 2015 River and Mercantile Kieron Prior can they be trusted? 0 Quote Link to post Share on other sites More sharing options...
pete 2,499 Posted February 18, 2015 Share Posted February 18, 2015 River and Mercantile Kieron Prior can they be trusted? Kieron Prior was very critical of the board and said he wanted them out a few months ago. I would imagine he has not changed his opinion. 0 Quote Link to post Share on other sites More sharing options...
pete 2,499 Posted February 18, 2015 Share Posted February 18, 2015 River and Mercantile Kieron Prior can they be trusted? Ibrox investor Kieran Prior has thrown his weight behind Dave King's Rangers revolution 03:00, 6 March 2014 By Gary Ralston THE former Goldman Sachs trader will meet the South African tycoon in London next week to discuss his plans to shake-up the boardroom at the beleaguered club. Prior fell in love with Gers as a kid Kieran Prior owns around 2.5 per cent of Rangers and is now backing Dave King IBROX investor Kieran Prior has thrown his weight behind Dave King’s Rangers revolution. Prior will meet the South African tycoon in London next week – and reckons other major shareholders are ready to back his agenda for change. The former Goldman Sachs trader’s support of King comes as the ex-pat prepares to fly to the UK, vowing he will not leave until he comes up with a “definite game plan” for the future of the Ibrox club. Prior said: “Dave and I have spoken and I want to support his objectives for the club. He has asked to meet me in London next week for further talks to find the best way forward for Rangers. “I’ve talked with investors who hold significant stakes in the club and it’s my belief they are ready to back Dave’s vision for the future. “The board do not have the business acumen of Dave, nor his philanthropic approach to helping the club return to the top.” Prior, a childhood Rangers fan, owns around 2.5 per cent of the club and has invested £1million in the last 12 months. He is keen to invest more and is willing to take a financial hit on his existing shareholding if it helps the club back on its feet. He added: “In order for us to have a club at all we need a stable board and management structure and an ongoing supply of capital. “If that means a new rights issue then it means a new rights issue. If I have to dilute my shareholding for the good of the club then it’s no big deal. We may not need a shares issue but I’d rather have one if it safeguards the club.” Former director King, 58, urged fans last week to withhold season-ticket cash and hand it over to the club on a game-by-game basis. King, who lost £20m under Sir David Murray, decided he could no longer watch from the sidelines and claimed the current board, led by chairman David Somers, were burying their heads in the sand. He said: “I know they are running out of money, hence my approach to them late last year. “I said then, ‘It’s now early enough to anticipate you will not make the end of the year on your current cash balances so let’s try to go about a new fundraising exercise’. “I was happy to be a significant investor, in fact a leader of a consortium putting new funds into the club with the only condition they went into the club. I wasn’t interested in taking on existing shareholders and buying their shares. “I was looking for a new share issue and for those funds to go into the club but they have adopted a ‘Nero fiddling while Rome burns’ approach. “The board has done nothing, has not been transparent with the finance and we now know they have run out of funds and are trying to shuffle on hoping the fans will again rescue them. “They are looking for money for season tickets so they can continue for another couple of months before another financial crisis. That is what I am trying to avert. “The board has said my intentions are damaging but the opposite is true. The board should go to the fans and say, ‘This is the true state of the position at the club’. “I will meet the board. I will visit the institutions in London next week and put a schedule together with some of the existing shareholders to find out where they are and how they feel about a rights issue. “I will stay in Scotland for as long as it takes until we have a definite game plan.” Meanwhile, King has rejected claims from Sandy Easdale he never held talks with the transport boss about putting new funds into the club. King said: “I subsequently spoke with Sandy and he has confirmed he intended his comment to be construed as meaning I had never offered loan finance to the club. “He is correct. I have only offered equity finance. I do not believe the club can afford debt at this time. “I accept his statement was a misunderstanding and he was not intending to impugn my integrity.” I think this answers your question on Prior. 0 Quote Link to post Share on other sites More sharing options...
MoodyBlue 0 Posted February 18, 2015 Share Posted February 18, 2015 River and Mercantile Kieron Prior can they be trusted? Yes, I believe they can. They know what'd best and I am sure King has discussed this already with R&M 0 Quote Link to post Share on other sites More sharing options...
limeburner 0 Posted February 18, 2015 Share Posted February 18, 2015 If significant individual investors see ashley prevail they will be left at the side of the road. Its that simple. 0 Quote Link to post Share on other sites More sharing options...
pete 2,499 Posted February 19, 2015 Share Posted February 19, 2015 Also written by Richard Wilson. Not for the light hearted. The A&EGM - Rangers stumble into a real emergency The difficulty about Rangers is that it’s as hard to have a new perspective upon it as it is to see an end to the saga behind the scenes at the club. Sometimes their wounds are entirely self inflicted, sometimes they are of little fault of their own. That’s why the EGM is more an A&EGM for the club is stumbling into an Accident with this emergency, and the results could well leave it on life support. And they are there almost entirely accidentally - certainly the board have not courted approval but the results of it could see them chucked out of power. This sits uneasily with most. Before one even begins to get into the issues around Dave King, it is pretty difficult to see what exactly the board (excl Ashley stooges) have done wrong. Certainly, the Easdales and David Somers couldn’t be accused of not working hard to get the club on the right track. Graham Wallace was a sound appointment and his CV shows that but he, unlike Llambias and Leach, cared what fans thought. That prevented him from making the massive cuts the club needed. The board, as it is now, under Mike Ashley’s guidance have no such concerns. They are obligated to get the club on the straight and narrow and, in all fairness, make the right noises about doing so. Not that much, however, can be achieved in the space of two or three months and it is peculiar (to say the least) that an EGM should be forced to boot the board out when they haven’t even had a fair crack at the whip to actually change the club’s business model for the better. Ultimately, when one comes to this sort of EGM, where the point is to clear the decks of board level, that is all the debate should be about - which party has the best business model for the long term future of the company (note, not club). The answer to that could be summed up in one question: Dave King, if you succeed and Mike Ashley withdraws his backing, exactly how would you ensure that the wage bill is paid on time in March? If he can’t answer that simple question, then shareholders have to back the current board. Dave King has already shown he is not willing to work with, compromise with or, arguably, even play fair with the current board. If he won’t give them the time of day before the vote, why should he expect that their backer works with him after the vote? This is before one gets on to Dave King’s chequered past. The current NOMAD is unwilling to work with him and he has presented no alternative which would mean a suspension of shares should he win. There is also the question of if King is a fit and proper person to a) run a football club or b) be a director of a listed company (No and No IMO but, when push comes to shove, it’d end Yes and No). It puts the club in a ludicrous position where shareholders are voting to see whether it is Mike Ashley’s or Dave King’s puppet boards that are in power as neither man would be a director themselves, merely the power behind the throne - who is the Tywin Lannister to Paul Murray’s Joffrey, if you will. The only thing sillier than the choice presented to shareholders at the EGM is the location bingo that has been played before it. Ending up at Ibrox after two London venues announced they would refuse to hold it due to threats being made against persons and property and also security concerns. Somehow, in spite of the entire reason that the EGM being in Glasgow is due solely to the fear of civil disorder, this has been played as a victory once it has had its media spin cycle. A victory because, being in Glasgow, it will mean more fan shareholders (who tip no balance at the club) can turn up and voice their discontent at the board. Considering there were legitimate security concerns just with the few fans prepared to travel a few hundred miles to voice opposition to the board, holding it in the melting pot of Ibrox with a presumably sizeable crowd is asking for trouble. The voting, as I understand it, is turning from an initial win for Dave King into something uncomfortably close for both sides as shareholders realise that a Dave King regime will likely have crippling cash flow issues from Day One as the solid backing that came with a price in Mike Ashley disappears. It would not be unfair to suggest that those voting for Dave King are casting a vote for administration as it is hard to see what other possibility there is unless King personally throws millions at the club, something he is not necessarily in a position to do. Rangers are damned either way - they are either stuck with a board they cannot stand who fans see as running the club into the ground and will not support, damaging revenues, or they end up with a board who will be left suspended from the stock market and likely with little option other than administration. As choices go, it’s a pretty wretched one. Hence, once more, why this piece is called A&EGM. The body of Rangers is being carted into an emergency room and the decision is being made whether to leave things as they are but have a soulless comatose husk or to pull the plug altogether. They have made a mockery of this sort of situation before and they likely will this time again, hobbling along until the next crisis like a footballing version of Monty Python’s Black Knight. But there are surely only so many hits the club can take before they fall once again, as happened in 2012. Whatever happens at the EGM, whenever that may be, Rangers will be weakened as it either goes against financial opinion or fan sentiment. So the choice must come down to financial common sense only. On one side, you have the incumbent board, backed by a billionaire, making necessary cuts and keeping the lights on and, on the other, you have Dave King, Paul Murray and others who have a dubious record in putting up money and an even worse record in running a football club properly. Who cares if the fans celebrate a win over Mike Ashley if the club is in administration shortly after? What assurances can Dave King give that that would not be the case? He has given none and none seem forthcoming. Therefore, to protect their money and putting sentiment aside, shareholders can only surely vote for the incumbent board. And if that’s the outcome of an EGM at Ibrox, fans will not take it lying down. 0 Quote Link to post Share on other sites More sharing options...
pete 2,499 Posted February 19, 2015 Share Posted February 19, 2015 Also written by Richard Wilson. Not for the light hearted. The A&EGM - Rangers stumble into a real emergency The difficulty about Rangers is that it’s as hard to have a new perspective upon it as it is to see an end to the saga behind the scenes at the club. Sometimes their wounds are entirely self inflicted, sometimes they are of little fault of their own. That’s why the EGM is more an A&EGM for the club is stumbling into an Accident with this emergency, and the results could well leave it on life support. And they are there almost entirely accidentally - certainly the board have not courted approval but the results of it could see them chucked out of power. This sits uneasily with most. Before one even begins to get into the issues around Dave King, it is pretty difficult to see what exactly the board (excl Ashley stooges) have done wrong. Certainly, the Easdales and David Somers couldn’t be accused of not working hard to get the club on the right track. Graham Wallace was a sound appointment and his CV shows that but he, unlike Llambias and Leach, cared what fans thought. That prevented him from making the massive cuts the club needed. The board, as it is now, under Mike Ashley’s guidance have no such concerns. They are obligated to get the club on the straight and narrow and, in all fairness, make the right noises about doing so. Not that much, however, can be achieved in the space of two or three months and it is peculiar (to say the least) that an EGM should be forced to boot the board out when they haven’t even had a fair crack at the whip to actually change the club’s business model for the better. Ultimately, when one comes to this sort of EGM, where the point is to clear the decks of board level, that is all the debate should be about - which party has the best business model for the long term future of the company (note, not club). The answer to that could be summed up in one question: Dave King, if you succeed and Mike Ashley withdraws his backing, exactly how would you ensure that the wage bill is paid on time in March? If he can’t answer that simple question, then shareholders have to back the current board. Dave King has already shown he is not willing to work with, compromise with or, arguably, even play fair with the current board. If he won’t give them the time of day before the vote, why should he expect that their backer works with him after the vote? This is before one gets on to Dave King’s chequered past. The current NOMAD is unwilling to work with him and he has presented no alternative which would mean a suspension of shares should he win. There is also the question of if King is a fit and proper person to a) run a football club or b) be a director of a listed company (No and No IMO but, when push comes to shove, it’d end Yes and No). It puts the club in a ludicrous position where shareholders are voting to see whether it is Mike Ashley’s or Dave King’s puppet boards that are in power as neither man would be a director themselves, merely the power behind the throne - who is the Tywin Lannister to Paul Murray’s Joffrey, if you will. The only thing sillier than the choice presented to shareholders at the EGM is the location bingo that has been played before it. Ending up at Ibrox after two London venues announced they would refuse to hold it due to threats being made against persons and property and also security concerns. Somehow, in spite of the entire reason that the EGM being in Glasgow is due solely to the fear of civil disorder, this has been played as a victory once it has had its media spin cycle. A victory because, being in Glasgow, it will mean more fan shareholders (who tip no balance at the club) can turn up and voice their discontent at the board. Considering there were legitimate security concerns just with the few fans prepared to travel a few hundred miles to voice opposition to the board, holding it in the melting pot of Ibrox with a presumably sizeable crowd is asking for trouble. The voting, as I understand it, is turning from an initial win for Dave King into something uncomfortably close for both sides as shareholders realise that a Dave King regime will likely have crippling cash flow issues from Day One as the solid backing that came with a price in Mike Ashley disappears. It would not be unfair to suggest that those voting for Dave King are casting a vote for administration as it is hard to see what other possibility there is unless King personally throws millions at the club, something he is not necessarily in a position to do. Rangers are damned either way - they are either stuck with a board they cannot stand who fans see as running the club into the ground and will not support, damaging revenues, or they end up with a board who will be left suspended from the stock market and likely with little option other than administration. As choices go, it’s a pretty wretched one. Hence, once more, why this piece is called A&EGM. The body of Rangers is being carted into an emergency room and the decision is being made whether to leave things as they are but have a soulless comatose husk or to pull the plug altogether. They have made a mockery of this sort of situation before and they likely will this time again, hobbling along until the next crisis like a footballing version of Monty Python’s Black Knight. But there are surely only so many hits the club can take before they fall once again, as happened in 2012. Whatever happens at the EGM, whenever that may be, Rangers will be weakened as it either goes against financial opinion or fan sentiment. So the choice must come down to financial common sense only. On one side, you have the incumbent board, backed by a billionaire, making necessary cuts and keeping the lights on and, on the other, you have Dave King, Paul Murray and others who have a dubious record in putting up money and an even worse record in running a football club properly. Who cares if the fans celebrate a win over Mike Ashley if the club is in administration shortly after? What assurances can Dave King give that that would not be the case? He has given none and none seem forthcoming. Therefore, to protect their money and putting sentiment aside, shareholders can only surely vote for the incumbent board. And if that’s the outcome of an EGM at Ibrox, fans will not take it lying down. 0 Quote Link to post Share on other sites More sharing options...
jhunter 0 Posted February 19, 2015 Share Posted February 19, 2015 That was really richard wilson? reads like undistilled piss. can be achieved in the space of two or three months and it is peculiar (to say the least) that an EGM should be forced to boot the board out when they haven’t even had a fair crack at the whip to actually change the club’s business model for the better. the same shit we've been hearing for 2 years do fuck off. 0 Quote Link to post Share on other sites More sharing options...
pete 2,499 Posted February 19, 2015 Share Posted February 19, 2015 That was really richard wilson? reads like undistilled piss. the same shit we've been hearing for 2 years do fuck off. The Football Life is a blog run by Richard Wilson. Having started in 2011, it has a particular focus on Scottish football, although it has covered things as diverse as cycling, horse racing and politics. Born in 1986, Richard grew up on a farm in Dumfries and Galloway. Aside from writing, he is interested in American history and probably has more pets than you. Often seen in print in “Not the View”, via the Scottish Fans website and has even been seen in the Bosnian media. If you should need to contact me, please email me on contactthefootballlife@gmail.com I take it that it is the same RW. Excuses if I am wrong. 0 Quote Link to post Share on other sites More sharing options...
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