raygun 0 Posted June 10, 2015 Share Posted June 10, 2015 (edited) Introduction: As you will know MASH has requisitioned a general meeting of shareholders of Rangers International Football Club Plc (Rangers Plc) to be held as it considers that there are various matters that are of importance both to Rangers Plc and its group companies and to its shareholders, that should be discussed with the new Board of Rangers PLC (the New Board). Some of those matters are clear from the various questions set out in the Notice of General Meeting dated 26 May 2015, but MASH thought that it would be helpful, after consulting with Sports Direct, to provide some further background and context as follows: Delisting from AIM: MASH was surprised and concerned as to the speed with which, following the general meeting held on 6 March 2015, Rangers Plc was delisted from AIM. MASH had relied upon Mr. David King's various public statements that that there was a NOMAD willing to come in to act for Rangers Plc (subject to the customary checks). Clearly, at some stage in the NOMAD appointment process, it became clear to the New Board that the potential NOMAD was not satisfied with its investigations of Rangers Plc. The key question is when exactly did this happen and what steps did the New Board take as part of normal contingency planning to consider alternative NOMADs and engage with the AIM Regulator so as to ensure that the AIM listing was preserved? Crucially, did the New Board leave it all to the very last minute and were then left with no viable alternative? The consequence of what happened is that Rangers Plc no longer has a public listing, nor is it subject to the AIM regulatory rules which is all the more important in circumstances where the new Chairman of the New Board has, as is a matter of public record, been prosecuted for and admitted liability in respect of various criminal offences in South Africa, resulting in the payment then of approximately £44 million to cover liabilities and fines in South Africa. Rangers Retail Limited Joint Venture (Rangers Retail): Whilst the contractual arrangements relating to the Rangers Retail joint venture are covered by confidentiality provisions, there are some matters that are non-confidential: 1. At the relevant time, it would not have made commercial sense for RFC to finance its own retail operation, nor did it have all the necessary retailing expertise to do so. It recognised that its expertise should lie in the running of a football club, not in the running of a retail organisation. 2. RFC chose to partner with the most successful sports retailer in the UK market. Sports Direct has proven retail prowess, significant buying power and a far reaching distribution network. 3. Prior to entering into the Sports Direct joint venture, it is understood that RFC had entered into a 10 year joint venture with JJB Sports as its retail partner. 4. RFC benefits not only from goods and merchandise sold in the Ibrox Megastore and online, but also from sales of Rangers goods and merchandise sold in Sports Direct retail stores and on the Sports Direct website Sports Direct notes from the recent voting advice statement issued by the new Board on 3 June 2015 that the New Board are saying that there has been: "a continued and dramatic reduction in income generated by retail operations". Sports Direct is of the opinion that there is no basis for this statement whatsoever, and invites the New Board (subject to complying with confidentiality obligations) to explain in detail the facts behind this statement. Sports Direct remains of the view that profits can be increased at Rangers Retail through more focused budgeting and ordering of products and that the historic profitability of Rangers Retail has been badly affected by the over ordering of products in the past and the opening of additional retail stores outside of the Ibrox Stadium. In Sports Direct's experience, the ordering of products should reflect the football league in which RFC operates and standalone stores outside of the main stadium are rarely profitable. It should not be forgotten that at the end of the day, Sports Direct is not a bank, it is a supportive business partner and it entered into £10 million loan facility with RFC on the basis of providing much needed financial support at the relevant time. As has previously been announced, this loan facility was entered into together with other contractual documents to bolster that joint venture relationship, but it was always drawn on the basis, at least as far as Sports Direct is concerned, of being a short term loan facility that RFC would be incentivised to repay and restore its shareholding in Rangers Retail back to what it had previously been. That is why if, nevertheless the New Board and the shareholders of Rangers Plc believe that the current shareholding in Rangers Retail of 75% Sports Direct and 25% RFC is too generous to Sports Direct, then the solution is simple. RFC is fully entitled at any time to repay the current £5 million loan to Sports Direct and revert back to the prior shareholding in Rangers Retail of 51% RFC and 49% Sports Direct. This would also result in the release of security over: (i) the Rangers' brands owned by RFC; (ii) the Murray Park training ground; (iii) the Albion Street car park; and (iv) Edmiston House; and also release RFC from the current restrictions preventing it from being able to provide security over the Ibrox stadium without the prior consent of Sports Direct. This point goes to the heart of the proposed Sports Direct resolution, RFC has the ability to equalise the profit arrangements at Rangers Retail and release itself from security provisions; that is entirely a decision for RFC to take. http://www.dailyrecord.co.uk/sport/football/football-news/mike-ashley-issues-statement-outlining-5857906 Edited June 10, 2015 by Zappa adding the actual statement 0 Quote Link to post Share on other sites More sharing options...
Frankie 8,150 Posted June 10, 2015 Share Posted June 10, 2015 As has previously been announced, this loan facility was entered into together with other contractual documents to bolster that joint venture relationship, but it was always drawn on the basis, at least as far as Sports Direct is concerned, of being a short term loan facility that RFC would be incentivised to repay and restore its shareholding in Rangers Retail back to what it had previously been. Yes, our share of the retail agreement would definitely enabled us to pay it back in the short term. How did MASH expect us to pay back the loan? 0 Quote Link to post Share on other sites More sharing options...
Little General 80 Posted June 10, 2015 Share Posted June 10, 2015 Yes, our share of the retail agreement would definitely enabled us to pay it back in the short term. How did MASH expect us to pay back the loan? They didn't expect us to pay it back, as MASH thought they would still be in control of the board. 0 Quote Link to post Share on other sites More sharing options...
Zappa 0 Posted June 10, 2015 Share Posted June 10, 2015 Raygun, when posting an article or statement please copy & paste the article or statement into your post along with the link and don't just post a link on it's own. I've edited your OP to do this. 0 Quote Link to post Share on other sites More sharing options...
raygun 0 Posted June 10, 2015 Author Share Posted June 10, 2015 I have absolutely no idea Frankie, but even at this late hour I hope common sense prevails and both parties come to an agreement which benefits all, without the need to have the GM. 0 Quote Link to post Share on other sites More sharing options...
raygun 0 Posted June 10, 2015 Author Share Posted June 10, 2015 Raygun, when posting an article or statement please copy & paste the article or statement into your post along with the link and don't just post a link on it's own. I've edited your OP to do this. Thanks Zappa, I thought all newspaper articles auto loaded after the link, sorry. 0 Quote Link to post Share on other sites More sharing options...
Frankie 8,150 Posted June 10, 2015 Share Posted June 10, 2015 (edited) They didn't expect us to pay it back, as MASH thought they would still be in control of the board. Au contraire mate. I suspect that MASH very much wanted us to pay it back - in perpetuity via the disgraceful retail profit agreement... Edited June 10, 2015 by Frankie 0 Quote Link to post Share on other sites More sharing options...
pmu 0 Posted June 10, 2015 Share Posted June 10, 2015 Sorry folks. Think I just pissed my pants... 0 Quote Link to post Share on other sites More sharing options...
Frankie 8,150 Posted June 10, 2015 Share Posted June 10, 2015 I have absolutely no idea Frankie, but even at this late hour I hope common sense prevails and both parties come to an agreement which benefits all, without the need to have the GM. I assume we all want the best for the club. And it seems clear enough MASH are less than honest with their intentions in that respect. As such, I certainly don't blame the board for holding out to ensure the club obtain the best possible solution. Agreed? 0 Quote Link to post Share on other sites More sharing options...
raygun 0 Posted June 10, 2015 Author Share Posted June 10, 2015 I assume we all want the best for the club. And it seems clear enough MASH are less than honest with their intentions in that respect. As such, I certainly don't blame the board for holding out to ensure the club obtain the best possible solution. Agreed? I agree 100% that everyone wants what is best for the club, the ambiguity as to whither the loan is repayable on demand does not help us get there although Ashley is not demanding anything be repaid, that he has left to the shareholders. Mash batted the loan payment straight back to the board by saying they are entitled to pay it back at anytime and leaving it hanging there. The club/board can and should clarify their understanding of the loan agreement, as it is clearly at odds with the view of Mash and Mash hold the securities so better to be on the same page as them for everyone. 0 Quote Link to post Share on other sites More sharing options...
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