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Shareholder Information


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Shareholder Information

WRITTEN BY RANGERS FOOTBALL CLUB

 

Rangers International Football Club PLC (RIFC)

 

Shareholder Information

 

In accordance with S.793 of the Companies Act 2006 (S. 793), RIFC has written to certain parties whom it knows or has reasonable cause to believe are interested in RIFC’s shares requiring information about the nature of those interests.

 

The undernoted parties have not responded to the requests in respect of the holdings shown after their names in brackets:

 

  1. Blue Pitch Holdings (4,000,000),
  2. Putney Holdings Limited (700,000),
  3. ATP Investments Limited (2,600,000); and
  4. Norne Anstalt (1,200,000).

 

The total number of shares affected is 8,500,000 (c. 10.4% of RIFC’s total issued share capital).

 

Article 15.5 of RIFC’s Articles of Association states that, where its board of directors (the Board) is satisfied that any person appearing to be interested in shares has been duly served with a notice under s793 of the Companies Act 2006, and is in default of providing RIFC with the information required, the Board can, in its absolute discretion, at any time thereafter by notice to such member direct that:

 

a. the member shall not be entitled to vote at a general meeting either personally or by proxy or to exercise any other right conferred by membership in relation to meetings of RIFC in respect of such shares;

 

b. Except in a liquidation of RIFC , no payment shall be made of any sums due from RIFC for such shares and RIFC shall not meet any liability to pay interest on any such payment;

 

c. No other distribution shall be made on such shares; and

 

d. No transfer of any of the shares held by such member shall be registered unless:

 

(i) The member is not himself in default in supplying the information requested and the transfer when presented for registration is accompanied by a certificate to the effect that the member is satisfied that no person in default as regards supplying such information is interested in any of the shares which are the subject of the transfer; or

 

(ii) The transfer is an approved transfer.

 

In brief, the above restrictions affect the right to vote the affected shares, the right to receive payments or distributions in respect of the affected shares and the right to transfer the affected shares.

 

Direction notices have been sent to each of the above parties indicating those parties are in default of their obligations under S. 793 and that the measures noted will be imposed until the Board is satisfied that it has received all of the information required in terms of the S. 793 Notice sent to that party.

 

http://www.rangers.co.uk/news/headlines/item/9724-shareholder-information

Edited by Zappa
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The Board have asked the mystery shareholders who they are and because of no reply, the Board are restricting the mystery shareholders' rights.

 

Might trigger an interesting response.

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On an unrelated sidenote, Rob Sarver dropped out of an attempted takeover of Spanish side Levante, as the club's board declined his 50odd million takeover bid, which would have wiped out the club's 30odd million debt along the way.

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This also happened in 2013 under the previous regime where similar grounds were not established at that time.

 

THE Company has in August and September 2013 sent requests under section 793 of the Companies Act 2006 to funds and nominee shareholders of the Company, including Blue Pitch Holdings and Margarita Holdings asking for details of their shareholdings in the Company.

 

These funds and nominees, including Blue Pitch Holdings and Margarita Holdings, have properly responded to these requests.

 

Grounds for action to be taken against certain shareholders for non compliance with a section 793 request have not been established and there is no basis for the Company to seek to impose restrictions on the shares held by these shareholders, contrary to recent Press Speculation.

 

Accordingly the Company confirms that it respects the rights of all of its shareholders and will not seek to restrict or remove any shareholder rights unless there are legal grounds to do so for a proper purpose.

 

The Company notes recent case law (Eclairs Group Limited and Others -v- JKX Oil and Gas plc and Others [2013] EWHC 2631 (Ch)) which provides that shareholder voting rights can not be removed for the purpose of barring a shareholder from voting at a general meeting or annual general meeting.

 

http://www.rangersinternationalfootballclub.com/share-information

Edited by Frankie
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