12 December 2013

The Rangers AGM: Far from a foregone conclusion

by Graham Taylor | Guest Contributor

We are only 7 days away from a defining Annual General Meeting (AGM) that will shape the course of things to come for Rangers Football Club. The result of the AGM itself will not immediately resolve any of the major issues that have dogged the club in recent times or bring unity and stability to a divided shareholding base, but it will give fans an idea of what route the club will take to address the financial shortfall that is anticipated to arise sometime in the spring.

Whilst certain outlets are making a concerted effort to enforce the view that the outcome of the AGM has been already been decided the reality is that the vote is still far too close to call. On the face of it, the incumbent Board have strengthened their position in the past few weeks with the additional appointments that were absolutely necessary for them to even stand a chance of retaining their positions at the club.

However, constantly transferring share proxies between like-minded investors is not a strengthening of position – it is simply an attempt to dissuade the average fan from using their vote because they think they can’t make a difference. Or in other words, it is simply PR.

Following the latest announcement of additional voting rights held by Sandy Easdale, conservative estimates based on the club’s larger shareholders have placed the Board’s voting position at around 46 percent, which looks to be an insurmountable position for those seeking change.

But what hasn’t been established is the position of the Nominees proposed for the Board. Due to Stock Exchange rules on investors acting ‘In Concert,’ the Nominees cannot publicly state their actual level of support, save for the 28 percent of shareholders that signed the original requisition. It is rumoured however that the Nominees hold around 40 percent support from shareholders, which makes the shares held by ordinary fans, of around 12 percent, absolutely crucial in terms of the outcome of the AGM.

Voting at the AGM

  • Bought shares through the IPO? 

You should have received your AGM pack through the post, which will contain your attendance card and voting form.

If you are attending the AGM in person then take both with you on the day and cast your vote in person. 

If you aren’t attending the AGM and wish to proxy your vote then score out ‘Chairman of the Meeting’ in the top box and insert the name of the individual that you have proxied your shares to. You may also cast your vote for the individual to take to the meeting.

It has been recommended by Capita Registrars that you post your vote to them prior to the AGM due to the diverse nature of the shareholding making it difficult to call a vote on the day, however this is not compulsory. If you do wish to do so, it must be received by them by no later than 10:30 a.m. on Tuesday 17th December.

  • Bought shares following the IPO?

Your shares are likely to be held in a nominee account through a broker. You will have to contact your broker and state that you wish to attend and/or vote at the AGM. Your broker will then proxy the vote to you to cast as you please and issue an attendance card if you have indicated a desire to attend. The same procedures for attending as above applies.

And that is pretty much all there is to it.

Whether you are for change or against certain individuals, this is the opportunity for Rangers fans and shareholders to choose the makeup of the Board for the tough decisions and major obstacles that lie ahead in the not-too-distant future. A competent Board that engages with its major stakeholders is a must and one that actively encourages additional investment from wealthy individuals is of paramount importance. The fear amongst many is those we have in place at the moment are willing to do neither. Whilst that would be of benefit to certain individuals, it would not be of benefit to Rangers Football Club.

With the strategy in place to do everything possible to dissuade the fan vote at the AGM it is important not to take every press release or media briefing at face value, especially in the coming days as the tension inevitably heightens. Regardless of what you’ll be told by certain individuals, your vote can make a difference. For the first time in living memory, the fans may well be in a position to decide the destiny of Rangers Football Club. It is an opportunity that should not be wasted.