15 October 2013

A funny thing happened on the way to the AGM

by Ross McAdam | Contributor

Once again, it has been a busy week off the park at Ibrox. From Dave King being ready to join the board to a visit to the Court of Session in Edinburgh, turbulent weeks have become the norm. One thing is now clear however: Rangers shareholders will now have a democratic vote to determine who they want to run the club. 

The news that King is ready to return as Chairman has been greeted with an almost unanimous approval from the Rangers support. An astute businessman with vast wealth is certainly needed at this moment in time. By Brian Stockbridge’s own admission we will have around £1 million left in the bank by April (plus undetermined retail income) which is a daunting thought, especially considering the amount of one off costs that have been made this year. 

Whether or not Dave King supports the current board is unclear. However, he did ask that Paul Murray join him on the board and Murray was then offered a position in exchange for dropping his court action which was refused as he didn’t want to hang the other three requisitioners out to dry. King, however, in his statement did add ‘my involvement is not linked in any way to any other individual, albeit I have my private thoughts as to certain individuals that might add value to the club going forward. Ultimately it is for the shareholders to make such decisions.’ 

A further question that needs to be raised is where does this leave the Easdales? It is very strange that their PR man, Jack Irvine – Has his apology for remarks about John Greig read out by Craig Mather at a meeting last week been published yet? – has been briefing journalists that King would not be appointed as Chairman as the AIM would not sanction this despite professional advice being that there would be no issue with it. He has also stated that Daniel Stewart, our NOMAD, would not allow King to join the board, a story rubbished by Richard Wilson today. Why are the Easdales against King joining the board if they are looking after Rangers’ best interests?

The Easdales have been quite happy to allow all the attention to fall onto Craig Mather and Brian Stockbridge whilst they work around in the background. It is widely accepted that the brothers are running the club on a day to day basis despite collectively owning just over five percent. It is also interesting that they have proxy over Blue Pitch and Margarita’s shareholdings, two investors who remain anonymous and were heavily supportive of Green and Ahmad. What connections could lie there? Why are the board so reluctant to ask Blue Pitch and Margarita to identify who they are? Given the lengths they went to oppose shareholders their right to a democratic vote, in the interest of fairness surely the board should demand these ‘institutions’ reveal who they are.

Following Murray’s win in court yesterday shareholders will now get the chance to decide who they want to run the club. The current four Directors will be up for re-election: Craig Mather, Brian Stockbridge, James Easdale and Bryan Smart. In addition to this, Paul Murray, Malcolm Murray, Scott Murdoch and Alex Wilson are seeking election onto the board. Lord Tyre stated that there was "no valid legal reason" for the board to block the requisitoners proposals. It must also be asked why the current board were so against allowing shareholders a democratic vote on the subject. We have been told that the Easdales hold sway of over 50 percent of the shares so what do they have to fear? The board’s case was so farcical that their lawyer, Heriot Currie QC, argued against the postponement of the annual general meeting on the basis that reissuing annual general meeting documents would cost between an estimated £35,000 and £50,000, despite the fact this would have to be paid by the requisitioners. It was another embarrassing episode for this board.

Another interesting point made by the requisitoners QC, Richard Keen, was that the current board had committed an offense by not informing shareholders of the requisition. He pointed out that “an offence has been committed by every member of this board. The board have placed themselves in a very difficult situation by failing to discharge their statutory obligations. They have committed an offence. If I am right, the consequences of that must be visited upon them.” If that is the case then the board have serious questions to answer. It will be interesting to see if the current board respond to the claim from one of Scotland’s most senior lawyers. I suspect they won’t.

There now needs to be a minimum of 21 days before the AGM can be held but by law it has to be held before the 31st December 2013 as this is six months after our financial year end. Murray pointed out on BBC Scotland last night that they would appoint Christian Purslow as CEO should they get their way at the AGM. He also stated that they have a potential Finance Director lined up. Furthermore, he spoke about improved fan engagements and looking into placing Ibrox into some form of Community Trust scheme to protect it from any sort of sale and leaseback or being used as security. Murray also pointed out that there needs to be better corporate governance at the club. The fact we have had two CEO’s, two Chairmen and are onto our third NOMAD in just over a year would suggest he is right.

In the last 18 months or so we have had continuous bad news but this all has the potential to be positive news. Personally, I’d like to see all of the current board gone and replaced with the four requisitioners. However, that is only my opinion and what the shareholders want is what we will get. Despite bizarre and unfounded claims that the Easdales control over 50 percent it is accepted that the AGM is a very close call. If you are a shareholder, make sure that you either turn up to the AGM and vote or proxy your vote to somebody else. We’ll have more details on how to go about either once the new date is set.