Club 1872 Contributor Blog which I haven’t yet read - : Rangers AGM – The RIFC Board’s Five Year Plan

RTD-BEAR said:
I don't mind annually as it allows a check in place at each agm

5 years gives the board and subsequent board if company sold to marginalise shareholdings of fans not just just dave kings all of us.

We know it's done to attack King but If still suspect the majority of investors will sell up and leave someone in charge.

This is wrong as it means we can't block whatever they choose to do........ as said annually gives us the opportunity to make decision yearly.
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Dave King is selling his shares to Club 1872. He decided to NOT convert his loans to shares and decided to receive the cash last year (plus interest) in lieu of adding to his shareholding percentages. How is this the Board marginalizing Dave King when Dave King is selling his shares and thus, lowering his stake in the club?
 
boracay ranger said:
Members will have the opportunity to vote on it when they send out the voting poll which hasn’t been emailed yet.
This is a pretty transparent attempt to influence the poll which I expect will be sent out soon.
Almost certainly written by DK’s mate, despite the subterfuge with the initials at the end of the blog.
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Came out this morning and voted.

My favorite line from the article was this

"What is particularly strange for me is that we have now entered a period where the existing board members and large investors are no longer issuing shares to themselves in return for loans, but are instead charging the club interest and asking for the cash back."

I cannot see how anyone from C1872 can repeat this with a straight face after King took out his loans as cash at a much higher interest rate.
 
Hoosier Ranger said:
Dave King is selling his shares to Club 1872. He decided to NOT convert his loans to shares and decided to receive the cash last year (plus interest) in lieu of adding to his shareholding percentages. How is this the Board marginalizing Dave King when Dave King is selling his shares and thus, lowering his stake in the club?
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The board are trying to sell other shares that is why Dave King is peeved about his shares,
It will devalue - dilute his shares
 
Perth Bear said:
The board are trying to sell other shares that is why Dave King is peeved about his shares,
It will devalue - dilute his shares
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But if he was interested in maintaining or increasing his ownership % in the club, why sell shares to C1872?

It doesn't devalue his price as the price is whatever you sell them for.
 
Hoosier Ranger said:
But if he was interested in maintaining or increasing his ownership % in the club, why sell shares to C1872?

It doesn't devalue his price as the price is whatever you sell them for.
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That's not the point.

He is not Interested in maintaining or increasing his ownership.

He wants to sell to 1872 or somebody else.
 
Perth Bear said:
That's not the point.

He is not Interested in maintaining or increasing his ownership.

He wants to sell to 1872 or somebody else.
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In the end, he has a minority stake in the club. Dropping 1% in shareholding % isn't going to make or break whatever plan he has to sell his shares to a financially strapped C1872 or some American Hedge Fund/Private Equity company that will asset strip if the club doesn't provide a ROI.
 
Hoosier Ranger said:
In the end, he has a minority stake in the club. Dropping 1% in shareholding % isn't going to make or break whatever plan he has to sell his shares to a financially strapped C1872 or some American Hedge Fund/Private Equity company that will asset strip if the club doesn't provide a ROI.
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Minority stake in the club are you for real?

He is the majority shareholder!

Ffs
 
Hoosier Ranger said:
Dave King is selling his shares to Club 1872. He decided to NOT convert his loans to shares and decided to receive the cash last year (plus interest) in lieu of adding to his shareholding percentages. How is this the Board marginalizing Dave King when Dave King is selling his shares and thus, lowering his stake in the club?
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My points not around dave king mentioned as an example

The point is board can do 10 % of shares per annum ie if they wanted to dilute shareholders over all percentage they could basically issue 250 million shares over the next 5 years. By allocating shares to certain individuals.

I'm not fussed about being able to do the allocation or who to but I'm concerned about no check in place annually to stop that.

Say chunk of investors decide to sell to someone like the American this means we wouldn't be able to stop them taking full control of the club
 
Perth Bear said:
Minority stake in the club are you for real?

He is the majority shareholder!

Ffs
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He does not own over 51% of the shares so he cannot influence anything by himself. He is a minority shareholder.

Use the F#$%& internet and look up a definition - "Minority Shareholder - A minority shareholder is a shareholder who does not have control over a corporation. Typically, the minority shareholder has less than 50% of the corporation's voting shares."
 
Hoosier Ranger said:
He does not own over 51% of the shares so he cannot influence anything by himself. He is a minority shareholder.

Use the F#$%& internet and look up a definition - "Minority Shareholder - A minority shareholder is a shareholder who does not have control over a corporation. Typically, the minority shareholder has less than 50% of the corporation's voting shares."
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Largest shareholder
 
Perth Bear said:
I ok Sherlock, you knew what I meant,
I should have said major but my point still stands
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No, it doesn't.

The point you were arguing against was "Dropping 1% in shareholding % isn't going to make or break whatever plan he has to sell his shares". The poster was absolutely right.
 
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RTD-BEAR said:
Say chunk of investors decide to sell to someone like the American this means we wouldn't be able to stop them taking full control of the club
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A large chunk of shareholders could sell their shows now and if the cumulative number of shares is more than 51% of the outstanding shares, they could sell it to anyone and that person would have a majority control over the club...and there is nothing you could do to stop it as it stands. They don't need to issue more shares to sell enough shares to give someone or group a majority % in the club.
 
LJ50 said:
No, it doesn't.

The point you were arguing against was "Dropping 1% in shareholding % isn't going to make or break whatever plan he has to sell his shares". The poster was absolutely right.
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Another Dave hater, he is the largest shareholder and you and the other poster are absolutely wrong
 
Perth Bear said:
Haha why ?

You really hate Dave the largest shareholder don't you
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I don't know the guy personally so I don't hate him.

I do know folks in Johannesburg that own a large family business and are members of the same country club as Dave King. When I first brought up his name a year ago May when I was at the Club, they were shocked and amused that I would know about someone who is commonly viewed in the business community in South Africa as a dishonest person. Between that and the hypocrisy in his latest criticisms of the current Board, he can keep his shares, sell them to C1872 or sell them to whoever but do not want him near the Board ever again.
 
Perth Bear said:
Another Dave hater, he is the largest shareholder and you and the other poster are absolutely wrong
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Mate, you're just digging yourself a hole and looking pretty foolish here. Sometimes it's better to just put your hands up and say "I got that wrong".

It is not "hating" anyone to point out that a 1% change in shareholding has no material effect.

When King did his deal with C1872, he had the same number of shares as he does now, but owned around 20%. He now owns 15% because of debt-to-equity issues. That has not changed his deal to sell to C1872 one iota.
 
LJ50 said:
On the special resolution (which means they don't have to offer new shares in to existing shareholders in proportion to their current ownership), the chances are pretty high that it will be rejected. In fact, I think it's almost certain. Between them King and C1872 own just under 20%, so they only need to sway 5.3% more.

Last year, the same special resolution passed last year with, 79% support. In years previously (including under King's chairmanship) it regularly got +99%.

The resolution to issue the shares will pass, it easily has more than 50% support. But without the special resolution it will result in a more complicated, and costly, process.
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Appreciate this - thanks.

If the resolution is going to pass regardless, and voting against the special resolution make the process more complicated and costly then why would anyone vote against it?

Again, explain like I'm 5 please lol.
 
LJ50 said:
Mate, you're just digging yourself a hole and looking pretty foolish here.

It is not "hating" anyone to point out that a 1% change in shareholding has no material effect.

When King did his deal with C1872, he had the same number of shares as he does now, but owned around 20%. He now owns 15% because of debt-to-equity issues. That has not changed his deal to sell to C1872 one
LJ50 said:
Mate, you're just digging yourself a hole and looking pretty foolish here. Sometimes it's better to just put your hands up and say "I got that wrong".

It is not "hating" anyone to point out that a 1% change in shareholding has no material effect.

When King did his deal with C1872, he had the same number of shares as he does now, but owned around 20%. He now owns 15% because of debt-to-equity issues. That has not changed his deal to sell to C1872 one iota.
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Not your mate,
Who's been foolish in saying he's the the largest shareholder?
What would I put "my hands" up for?
He wants to sell yes?
He has spoken,and I don't disagree with anything he has said
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BigBadJohn said:
Appreciate this - thanks.

If the resolution is going to pass regardless, and voting against the special resolution make the process more complicated and costly then why would anyone vote against it?

Again, explain like I'm 5 please lol.
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In practical terms, by making it a little harder to do a share issue it makes it less likely the Board would do it. Without the special resolution, the Board would have to offer existing shareholders the opportunity to subscribe (buy) the shares issued in proportion to their current ownership (so they have the right not to be diluted). That process would take both time and additional cost.

However, voting against both resolutions, even if you know one is likely to pass anyway, is as much a protest and sign of displeasure as anything else. Like voting Tory in an SNP stronghold.

I would just add, if someone chooses to vote against these, then I could understand why. Particularly the 5 year period. I have voted in favour of both personally, but being opposed to it is not necessarily a signal that you violently oppose the Board. It's perfectly reasonable to say "I think they should have to ask every year, as they have done previously".
 
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Trust is earned. Lawsuit after lawsuit, doesnt actually make me hugely comfortable with authorising this board to hand out shares. Maybe if they stopped making an arse of things we wpuld be a bit more comfortable with things like this.

I’m not as informed as others who take their lead from others, this is just how i feel about things right now.
 
Hoosier Ranger said:
Dave King is selling his shares to Club 1872. He decided to NOT convert his loans to shares and decided to receive the cash last year (plus interest) in lieu of adding to his shareholding percentages. How is this the Board marginalizing Dave King when Dave King is selling his shares and thus, lowering his stake in the club?
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Very much in keeping with your standards, this is simply an outright lie and there was never, at any stage, a mechanism that would allow it to happen even if he had wanted to do that. The loan could only be made with approval from the SA authorities, and only with interest and a set repayment date.
 
Hoosier Ranger said:
A large chunk of shareholders could sell their shows now and if the cumulative number of shares is more than 51% of the outstanding shares, they could sell it to anyone and that person would have a majority control over the club...and there is nothing you could do to stop it as it stands. They don't need to issue more shares to sell enough shares to give someone or group a majority % in the club.
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They could but its close for special resolutions for voting at the moment.

Play devil's advocate a second and just say the board and investors plan on selling up.

Say they start shares to dilute non preferred shareholders to maximise their profit and give any new owners full control this is how they would do it.

Would they id lean towards no but allowing 5 years means there's actually no way to stop it happening. Annualy gives a chance.
 
Northampton_Loyalist said:
Very much in keeping with your standards, this is simply an outright lie and there was never, at any stage, a mechanism that would allow it to happen even if he had wanted to do that. The loan could only be made with approval from the SA authorities, and only with interest and a set repayment date.
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Can you provide the information? So was the money extracted to pay SA authorities or they just wanted him to have liquid cash in a bank account vs equity in a business enterprise?
 
RTD-BEAR said:
Play devil's advocate a second and just say the board and investors plan on selling up.

Say they start shares to dilute non preferred shareholders to maximise their profit and give any new owners full control this is how they would do it.

Would they id lean towards no but allowing 5 years means there's actually no way to stop it happening. Annualy gives a chance.
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I don't think diluting shares of non-preferred shareholders would do that. IF the sale of shares to a new entity reaches a certain %, would not the new owners have to offer up the same price (Takeover rules) per share to the non-preferred shareholders thus making it the same price for all?

If the "takeover" does not match the requirement to buyout the remainder of the shares, the higher price used to purchase from the preferred shareholders would establish a new "value" for outstanding shares and thus, would increase the value of the shares held by all.

Either way, it would be a win/win as far as the value of the shares.
 
Chopper1974 said:
Trust is earned. Lawsuit after lawsuit, doesnt actually make me hugely comfortable with authorising this board to hand out shares.
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No one is handing shares to folks. They would be selling the shares at a value (in excess of par) in order to raise cash and strengthen the Equity section of the Balance Sheet.
 
Hoosier Ranger said:
Can you provide the information? So was the money extracted to pay SA authorities or they just wanted him to have liquid cash in a bank account vs equity in a business enterprise?
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Yes, I can. The cash that was loaned to Rangers by DK was in SA, in their economy. In order to gain clearance to transfer it out of the country, it had to be a contracted loan at a market rate and over a set period of time. King has stated this in public on multiple occasions and the ONLY time it has been questioned, by anyone, is on FF.

If you are manoeuvring to try and play some clever word trap, spare yourself the effort. You and I have had this exact conversation on a couple of occasions now and you know all of the above to be true.


Instead, if you are alleging that this is an outright lie, which I will readily concede it is not impossible for that to be the case, then you are under an obligation to state clearly why you believe it to be a lie from King because the continual snide wee comments like the one I quoted are abundantly clear in their presentation; a weak attempt to create an accepted story that suits one particular agenda.
 
I'm not going to get into the technicalities of these special resolutions which have been well explained by Bears with more expertise than me.

However, I find it strange that, on the one hand, some demand more investment in the club and especially the team while, at the same time, opposing one of the means to generate that investment.
 
Hoosier Ranger said:
I am a Lifetime member so I still get all of the emails and I do vote.

Yes, the article was heavily biased towards Dave King and slanted (like they all are) but what I thought was snide and underhanded was this comment.

" give the RIFC Board the right to issue as many shares as they like, at whatever price they want, to any party they choose for a period of five years without further shareholder approval. "

This isn't true as their are caps based on the amounts specified each year as far as how much stock can be issued (at par value) per the books. If they sell in excess of the par value, the excess would go into the Share Premium Account. If they sell lower than par value, it will show in the Balance Sheet as well and if it is a related party transaction, it could open up the Directors to a lawsuit from disenfranchised shareholders. Do I think they would do that without a valid, legal reason (such as the club's financial situation deteriorating drastically)? No.
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The big question is …..what happened to Fury?
Is he still alive?
Is he destitute ?
Is he caddying for Dave?
 
Northampton_Loyalist said:
Yes, I can. The cash that was loaned to Rangers by DK was in SA, in their economy. In order to gain clearance to transfer it out of the country, it had to be a contracted loan at a market rate and over a set period of time. King has stated this in public on multiple occasions and the ONLY time it has been questioned, by anyone, is on FF.

If you are manoeuvring to try and play some clever word trap, spare yourself the effort. You and I have had this exact conversation on a couple of occasions now and you know all of the above to be true.


Instead, if you are alleging that this is an outright lie, which I will readily concede it is not impossible for that to be the case, then you are under an obligation to state clearly why you believe it to be a lie from King because the continual snide wee comments like the one I quoted are abundantly clear in their presentation; a weak attempt to create an accepted story that suits one particular agenda.
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I have business dealings in South Africa and with South Africans including a joint venture in the USA. They didn't have any such issues with taking currency out from the SA economy and investing it into a USA-based corporation. I was just curious why Dave King has these special restrictions and other business folks from SA do not.

But to be honest, I did a google search and didn't find the articles that talk about the specific requirements from the Government of South Africa in relation to this particular loan so I was asking if you had the info handy to read.

And to be clear, the loans were not made by Dave King but through one of his shell corporations, correct? Are they under restrictions as well?
 
Hoosier Ranger said:
I have business dealings in South Africa and with South Africans including a joint venture in the USA. They didn't have any such issues with taking currency out from the SA economy and investing it into a USA-based corporation. I was just curious why Dave King has these special restrictions and other business folks from SA do not.

But to be honest, I did a google search and didn't find the articles that talk about the specific requirements from the Government of South Africa in relation to this particular loan so I was asking if you had the info handy to read.

And to be clear, the loans were not made by Dave King but through one of his shell corporations, correct? Are they under restrictions as well?
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The previous loans provided by King came through NOAL (which owns his shares in RIFC), which is registered in the BVI. At least a portion of those loans were repaid in shares. The last facility he provided was from Laird Investments, which is registered in South Africa and so subject to exchange controls.

It is undeniable that there are exchange controls in South Africa and that funds going in and out of the country is subject to regulations not found in most other countries. The rules are, however, labyrinthine (I have always used local counsel to guide on inter-company loan documentation and payments) so I am inclined to give King the benefit of the doubt on this point. No-one has ever been able to point to a rule that says he could have taken shares on the Laird loan or a lower interest rate or extend the facility without going through the SARB application process and fulfilling whatever criteria they came up with.
 
Sanchez D-S said:
We seem to do that as a support, even with the spivs and charlatans.

Its like we need to "Appoint" someone to always be regarded as the/one of the top men. God knows, but its chronic.
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it’s deferential pish and it’s at least partially responsible for the spivs and charlatans getting away with it for so long.
 
Hoosier Ranger said:
I have business dealings in South Africa and with South Africans including a joint venture in the USA. They didn't have any such issues with taking currency out from the SA economy and investing it into a USA-based corporation. I was just curious why Dave King has these special restrictions and other business folks from SA do not.

But to be honest, I did a google search and didn't find the articles that talk about the specific requirements from the Government of South Africa in relation to this particular loan so I was asking if you had the info handy to read.

And to be clear, the loans were not made by Dave King but through one of his shell corporations, correct? Are they under restrictions as well?
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Nice attempt.


King has told the world his version of events. You are calling him a liar. There is no single logical reason why someone accusing another of lying has no need to evidence their claims, but instead tries to get someone completely unrelated to the matter to prove those claims.

King has said something, you call him a liar but you have never, at any stage, offered the slightest hint of anything even a distant relative to the word 'evidence'. Instead, every time, you drop snyde remarks, wee hints and then perform a wee dance around answering the only real question of any note; Why do you think King has lied about it.


Your interest in this is so clear and obvious that it actually does not need me to spell it out. But, being an argumentative wee bugger, I will, again. You are working on behalf of individuals who are engaged in a proxy war and you are dropping lies into the mix in order to advance one side and hamper the other. You are amongst a few others who are engaged in exactly the same nonsense too.
 
Northampton_Loyalist said:
Nice attempt.


King has told the world his version of events. You are calling him a liar. There is no single logical reason why someone accusing another of lying has no need to evidence their claims, but instead tries to get someone completely unrelated to the matter to prove those claims.

King has said something, you call him a liar but you have never, at any stage, offered the slightest hint of anything even a distant relative to the word 'evidence'. Instead, every time, you drop snyde remarks, wee hints and then perform a wee dance around answering the only real question of any note; Why do you think King has lied about it.


Your interest in this is so clear and obvious that it actually does not need me to spell it out. But, being an argumentative wee bugger, I will, again. You are working on behalf of individuals who are engaged in a proxy war and you are dropping lies into the mix in order to advance one side and hamper the other. You are amongst a few others who are engaged in exactly the same nonsense too.
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Never called him a liar. That was done in South Africa by Judges and Government officials but I did not.

I just wanted to know where it was stated on record about the regulations. LJ50 provided a more logical explanation vs your emotional attempt to put words in my mouth.

As far as your Walter Mitty-esque fantasy about me working on behalf of individuals who are engaged in a proxy war, that much I can categorically deny as 100% false.
 
Hoosier Ranger said:
Never called him a liar. That was done in South Africa by Judges and Government officials but I did not.

I just wanted to know where it was stated on record about the regulations. LJ50 provided a more logical explanation vs your emotional attempt to put words in my mouth.

As far as your Walter Mitty-esque fantasy about me working on behalf of individuals who are engaged in a proxy war, that much I can categorically deny as 100% false.
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Again, nice attempt.

This is a direct cut and paste from the post I quoted:

'He decided to NOT convert his loans to shares and decided to receive the cash last year (plus interest) in lieu of adding to his shareholding percentages.'


King told you what he had to do, he told the world. You posted the above with full knowledge of what he said. No matter how you try and skirt the issue now you got a good answer, that is you outright saying he lied. You have done it on literally every thread even remotely related. You have been called out on it every. single. time.


You have nothing further to offer the discussion now, so whoever is pulling your strings will need to wait for the next line of attack to open up.


Oh, and Mitty placed himself into situations representing something he was not, he did not accuse others of that... You might want to find a better insult, seeing as Mitty is both a silly attempt, and is a mantle that clearly fits you well.
 
Even when c1872 are correct to call out the board on certain things - we get the usual people jumping to defend them.

It’s not pals, club contacts or privileges we should be trying to protect. It’s about what’s best for our club.

Sadly it’s a case of:

c1872 & Dave King = bad
Rangers board = good

Which is far for the truth. I’m not saying it’s the opposite either.

Unfortunately people have picked a side because of where their pals/contacts are.
 
RFC_Champions said:
Even when c1872 are correct to call out the board on certain things - we get the usual people jumping to defend them.

It’s not pals, club contacts or privileges we should be trying to protect. It’s about what’s best for our club.

Sadly it’s a case of:

c1872 & Dave King = bad
Rangers board = good

Which is far for the truth. I’m not saying it’s the opposite either.

Unfortunately people have picked a side because of where their pals/contacts are.
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The two people I most respect on the whole of FF have both posted on this thread. they both manage to keep an even approach to everything they comment on and manage to deal in facts rather than pettiness. HHB and LJ50 both have concerns of every party involved and that is so clearly the only sensible approach to this entire mess that it probably should not need to be said.

King and C1872 simply cannot be trusted because there is too much money and too much power being grappled for. The current board are a shambles. People seem to think that you need to be for one and against the other and it is simply not the case.

There are folk on both sides trying to work the room by using people to say what they want the story to be and some folk are falling for it.
 
RFC_Champions said:
Even when c1872 are correct to call out the board on certain things - we get the usual people jumping to defend them.

It’s not pals, club contacts or privileges we should be trying to protect. It’s about what’s best for our club.

Sadly it’s a case of:

c1872 & Dave King = bad
Rangers board = good

Which is far for the truth. I’m not saying it’s the opposite either.

Unfortunately people have picked a side because of where their pals/contacts are.
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That’s true. And it‘s equally true the other way.

I‘ve criticised the PLC board, C1872 and King in this thread. People should look at the facts of each specific circumstance, not pick a side and die in a ditch to defend it even when it is wrong.

I tend to give the Board more of the benefit of the doubt because they’ve earned it. They’ve behaved decently, if not always effectively. Club 1872…has not. But that doesn’t mean they‘re absolutely always wrong.
 
LJ50 said:
No-one has ever been able to point to a rule that says he could have taken shares on the Laird loan or a lower interest rate or extend the facility without going through the SARB application process and fulfilling whatever criteria they came up with.
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That's the key line right there. Again, I have done it with a SA company in 2021 and it wasn't that hard to complete the joint venture.
 
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