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

I’ve read it. What is the reason for the 5 year share allocation the board want seems to be the bloggers main point.
5 years is the maximum period permitted under section 551(3) of the Companies Act. But listed companies (and Rangers are of course no longer listed and haven’t been for some years) traditionally take such authorities for a period from the AGM until the sooner of next year’s AGM or 15 months after the date of the AGM.

To my mind there is nothing sinister in what is proposed. In practice I am sure that the same resolutions will be put next year and the year after and so on.
 
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5 years is the maximum period permitted under section 551(3) of the Companies Act. But listed companies (and Rangers are of course no longer listed and haven’t been for sone years) traditionally take such authorities for a period from the AGM until the sooner of next year’s AGM or 15 months after the date of the AGM.

To my mind there is nothing sinister in what is proposed. In practice I am sure that the same resolutions will be put next year and the year after and so on.
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.
 
It is fairly normal for companies to ask for 10% of share capital to be issued without preemption rights.

Historically we have asked for a higher % typically 20%.

As part of the normalisation process of returning to 10%,

the Companies Act also allows you to do this for 5 years effectively auto renewing rather than having to put a resolution to the AGM every year.

This is why it was done this way.

Issuing shares using the preemption rights route can be very time consuming and expensive for companies.
 
It is fairly normal for companies to ask for 10% of share capital to be issued without preemption rights.

Historically we have asked for a higher % typically 20%.

As part of the normalisation process of returning to 10%,

the Companies Act also allows you to do this for 5 years effectively auto renewing rather than having to put a resolution to the AGM every year.

This is why it was done this way.

Issuing shares using the preemption rights route can be very time consuming and expensive for companies.
Mark I don't mind them doing it annually and agree it can be expensive to do on an adhoc basis.

Either it's 10% or 20% again in a way is immaterial.

Is the term I object to annually is sufficient at its puts a yearly check in place.

As I've banged on about for four best part of 18 months we look like are getting set up for large chunks of shares sales from investors either to fans or other.

This isn't just about King or 1872 shares being able to block votes etc there's a bigger game being played.

It's about a board that have done great things but are making some choices that just fell something isn't right
 
When the Trust Chairman Gordon Dinnie and I first met DK he estimated that putting the club to right would cost “about £50million”

To date, since the good guys took over, we have had £85m in shares and loans.

Is DK seriously arguing we need to endlessly issue new shares on the same scale?
 
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.
I am not sure I follow your comment that this is being done to attack King. It’s just taking an authority that lots of companies take, giving the company flexibility to raise cash without needing to go through an expensive rights issue etc. It doesn’t affect King any more or less than anyone else - if new shares are issued then all shareholders will be diluted slightly but will hold a smaller percentage of a larger asset.

I certainly don’t object to 5 years. If investors want to put fresh equity into the company then good on them. Of all the things to get worked up about, this one is very low on my list.
 
I am not sure I follow your comment that this is being done to attack King. It’s just taking an authority that lots of companies take, giving the company flexibility to raise cash without needing to go through an expensive rights issue etc. It doesn’t affect King any more or less than anyone else - if new shares are issued then all shareholders will be diluted slightly but will hold a smaller percentage of a larger asset.

I certainly don’t object to 5 years. If investors want to put fresh equity into the company then good on them. Of all the things to get worked up about, this one is very low on my list.

I did say it was being done to attack King.
 
The other thing I would add here is that, historically, the Pre-Emption Group (a corporate governance industry body for listed companies) indicated that they had no objection to companies taking a 5% pre-emption right disapplication authority and a further 5% to fund acquisitions / capital investments. A couple of weeks ago they changed their guidance to 10% and 10%. This was in response to an industry consultation exercise where the feedback was that investors had sympathy for giving companies a bit more flexibility around raising capital.

In our case, we are neither a listed company nor a traditional business where investors are fixated on a financial return. Instead, most of us are more interested in the product on the pitch. So I have no issue with the board having a reasonable degree of flexibility as regards raising new equity. I doubt they will need it / use it the way it was used up until a year or two ago but no harm in having flexibility.
 
5 years is the maximum period permitted under section 551(3) of the Companies Act. But listed companies (and Rangers are of course no longer listed and haven’t been for sone years) traditionally take such authorities for a period from the AGM until the sooner of next year’s AGM or 15 months after the date of the AGM.

To my mind there is nothing sinister in what is proposed. In practice I am sure that the same resolutions will be put next year and the year after and so on.
Agreed though in light of John Bennett’s comments about communications, I would have expected an explanation why they went to 5 years. That’s a maximum and not obligatory. Dis-application of rights is a controversial resolution at most companies not just Rangers and 5 years seems excessive. Not to explain it wasn’t very smart. There is now a very good chance it will be defeated. If last year’s total votes are repeated, King and C1872 alone will have up to 85m of the likely 90m+ votes needed for it to fail.
 
We of all people , after what we have been through, should challenge every board decision that is out of the ordinary or strange. This 5 year request is out of the ordinary.

A phrase often spouted on here is “we must remain vigilant”.
 
Agreed though in light of John Bennett’s comments about communications, I would have expected an explanation why they went to 5 years. That’s a maximum and not obligatory. Dis-application of rights is a controversial resolution at most companies not just Rangers and 5 years seems excessive. Not to explain it wasn’t very smart. There is now a very good chance it will be defeated. If last year’s total votes are repeated, King and C1872 alone will have up to 85m of the likely 90m+ votes needed for it to fail.
In a way is what we have been bouncing about in different threads about its the communication thats the issue.

They give a valid reason then people would accept it to an extent....... left without no reason brings us back to what's....ifs....buts...... After what we have been through they need be smarter and more open.
 
Agreed though in light of John Bennett’s comments about communications, I would have expected an explanation why they went to 5 years. That’s a maximum and not obligatory. Dis-application of rights is a controversial resolution at most companies not just Rangers and 5 years seems excessive. Not to explain it wasn’t very smart. There is now a very good chance it will be defeated. If last year’s total votes are repeated, King and C1872 alone will have up to 85m of the likely 90m+ votes needed for it to fail.
That’s fair. What I would say is that if Club 1872 vote against resolutions which provide flexibility to the club in relation to raising new funds then that would in my view be pretty shameful and I doubt would reflect the wishes of members. Dave King is entitled to vote any which way he chooses. But the votes of Club 1872 should reflect the wishes and interests of its members, not the wishes and interests of Dave King.
 
That’s fair. What I would say is that if Club 1872 vote against resolutions which provide flexibility to the club in relation to raising new funds then that would in my view be pretty shameful and I doubt would reflect the wishes of members. Dave King is entitled to vote any which way he chooses. But the votes of Club 1872 should reflect the wishes and interests of its members, not the wishes and interests of Dave King.
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.
 
That’s fair. What I would say is that if Club 1872 vote against resolutions which provide flexibility to the club in relation to raising new funds then that would in my view be pretty shameful and I doubt would reflect the wishes of members. Dave King is entitled to vote any which way he chooses. But the votes of Club 1872 should reflect the wishes and interests of its members, not the wishes and interests of Dave King.
Club1872 will vote the way DK tells them to.
 
I should have added that the board had authority to issue 100 million shares this year but has issued less than 9 million.
Correct. And they’ve had that right pretty much every year since 2015 (plus or minus 10 million).

I think there is valid criticism to be made of the Board for not communicating the “why” on this resolution. It’s another failure to talk to us like grown-ups and, taken in the context of the company animing aiming to be self-sufficient, I can understand people asking questions. Frankly, it’s asking for trouble not to communicate. Not for the first time.

And so we get this “Contributor blog” from Club 1872, which appears to be deliberately aiming to mislead people. “Resolutions 7 and 8, taken together, 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.”.

Resolution 7 and 8 are exactly the same as they’ve been in previous years, but for a lower number of shares and the extended period. The idea this is a dramatic shift from the past 7 years - several of those years under King’s chairmanship - is nonsense. “Taken together”, it does no more than give the Board the same rights it has been granted year-after- year. The blog is trying to lead people to believe this is something nefarious, rather than procedural expediency.
 
Agreed though in light of John Bennett’s comments about communications, I would have expected an explanation why they went to 5 years. That’s a maximum and not obligatory. Dis-application of rights is a controversial resolution at most companies not just Rangers and 5 years seems excessive. Not to explain it wasn’t very smart. There is now a very good chance it will be defeated. If last year’s total votes are repeated, King and C1872 alone will have up to 85m of the likely 90m+ votes needed for it to fail.
Two things:

1) The Section 570(1) disapplication of rights hasn’t been controversion at Rangers in any of the last 7 years.

2) You are damn right that it wasn’t very smart of the Board not to explain the 5 year request. They could have been ahead of this two weeks ago, but will now be on the back foot. It’s another almost incredible example of creating problems unnecessarily through a failure to communicate.
 
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Correct. And they’ve had that right pretty much every year since 2015 (plus or minus 10 million).

I think there is valid criticism to be made of the Board for not communicating the “why” on this resolution. It’s another failure to talk to us like grown-ups and, taken in the context of the company animing aiming to be self-sufficient, I can understand people asking questions. Frankly, it’s asking for trouble not to communicate. Not for the first time.

And so we get this “Contributor blog” from Club 1872, which appears to be deliberately aiming to mislead people. “Resolutions 7 and 8, taken together, 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.”.

Resolution 7 and 8 are exactly the same as they’ve been in previous years, but for a lower number of shares and the extended period. The idea this is a dramatic shift from the past 7 years - several of those years under King’s chairmanship - is nonsense. “Taken together”, it does no more than give the Board the same rights it has been granted year-after- year. The blog is trying to lead people to believe this is something nefarious, rather than procedural expediency.
That simplifies it a little too much

It's as you say about lack of communication as to why.

But I think annualy is fine it allows a check in place.

Yes they have had ability to do it for a long period but it was could have been stopped annually before of we thought if there was another motive. Having it for 5 years means if there is another Motive we can't stop it.
 
That simplifies it a little too much

It's as you say about lack of communication as to why.

But I think annualy is fine it allows a check in place.

Yes they have had ability to do it for a long period but it was could have been stopped annually before of we thought if there was another motive. Having it for 5 years means if there is another Motive we can't stop it.
I actually don’t disagree with that. I’ve been fine with it being annually and, as you say, it puts a check on it.

But, it is still not the radical departure this blog tries to pretend it as (and it doesn’t allow the Board to issue “as many shares as they like”). Departure in procedure, maybe. Departure in policy and practice, not at all.
 
Two things:

1) The Section 570(1) disapplication of rights hasn’t been controversion at Rangers in any of the last 7 years.

2) You are damn right that it wasn’t very smart of the Board not to explain the 5 year request. They could have been ahead of this two weeks ago, but will now be on the back foot. It’s another almost incredible example of creating problems unnecessarily through a failure to communicate.
The disapplication resolutions have been a bit of a battleground in years with power struggles. The resolutions failed in 2015 and 2016. Last year 20% voted against it. Demonstrating the benefit of a United board, the resolution passed in the years when King was Chairman.
 
The disapplication resolutions have been a bit of a battleground in years with power struggles. The resolutions failed in 2015 and 2016. Last year 20% voted against it. Demonstrating the benefit of a United board, the resolution passed in the years when King was Chairman.
An excellent point.

Resolution 11 was defeated in 2016 by 0.4% (so, still 74.6% in favour). C1872 bought Ashley out the subsequent year… and the resolution has passed since.

Changed days.
 
Very sad, that we as a support cannot garner one combined Supporter body.
Actually, sad is a bit of a watered down term. Pathetic is more accurate.
 
Two things:

1) The Section 570(1) disapplication of rights hasn’t been controversion at Rangers in any of the last 7 years.

2) You are damn right that it wasn’t very smart of the Board not to explain the 5 year request. They could have been ahead of this two weeks ago, but will now be on the back foot. It’s another almost incredible example of creating problems unnecessarily through a failure to communicate.
That’s fair. What I would say is that if Club 1872 vote against resolutions which provide flexibility to the club in relation to raising new funds then that would in my view be pretty shameful and I doubt would reflect the wishes of members. Dave King is entitled to vote any which way he chooses. But the votes of Club 1872 should reflect the wishes and interests of its members, not the wishes and interests of Dave King.
Take no one at face value and question everything. If we don't we have learned nothing.
 
Very sad, that we as a support cannot garner one combined Supporter body.
Actually, sad is a bit of a watered down term. Pathetic is more accurate.
It`s fvcking pitiful m8, we were all hoping once the spivs were out we would finally be united from board to supporter, if anything the dirty laundry and total distrust of c1872, Dave King and the board are widening the gap
 
Who do you trust in this power struggle because that is what it is

(a) the Board
(b) Club 1872
(c) Dave King
(d) Follow Follow forum members
(e) Yersel

I'm baggered but I don't trust the judgement of any of them.
 
This alone disproves the allegation that the board are issuing as many shares as they want.
I think it proves they are only issuing as many shares as they want / need, but disproves the allegation they'll issue the maximum they're allowed, which seems to be the crux of the argument against.
 
I think it proves they are only issuing as many shares as they want / need, but disproves the allegation they'll issue the maximum they're allowed, which seems to be the crux of the argument against.
The Club 1872 blog goes further than that. It explicitly, falsely, claims that the resolutions allow the board to issue "“as many shares as they like”.
 
I think this is maybe a way to circumnavigate King and c.1872 doing this going forward, if it passes this year then no special resolutions are required until 2027.
 
What are the chances of this not passing? And if so, do we expect changes in the board room if not? It seems like it would be a bit of a blow for them not to be able to pass their desired resolutions.

I am a complete and utter layman here so apologies if this is a stupid question.
 
Who do you trust in this power struggle because that is what it is

(a) the Board
(b) Club 1872
(c) Dave King
(d) Follow Follow forum members
(e) Yersel

I'm baggered but I don't trust the judgement of any of them.
Quite frankly none of them, we are as broken as I have ever seen us as a club and fan base.

a - board - have zero faith in anything they do and would check my diary if they told me xmas was on the 25th dec. Needs cleaned out, vanity project for several and others are just incompetant
b - Club 1872 - Have lost all credability by not being purely on the fans side and cozying up to a director.
c - Dave King - I like the guy, agree with a lot of what he says but again has lost all credability with his constant fighting with who ever, I also dont trust him, he seems to thrive on a war, massive ego
d - FF members - In general the majority of us dont know enough about the corporate side and legalities to be able to comment with confidence in a lot of this type of stuff. There are also to many that are aligned in to either the board or others and working their own agenda to suit themselves
e - Me, no chance, I am an emotional angry rangers man that has to much scare tissue from years of getting the cu nt taken out him by one group or another and dont trust anyone associated with the club to have purely the club at heart and not their own business interests or blazer chasing
 
What are the chances of this not passing? And if so, do we expect changes in the board room if not? It seems like it would be a bit of a blow for them not to be able to pass their desired resolutions.

I am a complete and utter layman here so apologies if this is a stupid question.
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.
 
Let me guess - they want you to vote how Dave King will vote? :)
The recent blog allied to the two videos is intended to point their contributors in the "right" direction - which is to act as Club 1872 does as a nodding dog for Dave King in his relentless vendetta against the club.
Vendetta against the club ?

Ok, but he is allowed to question major mistake after major mistake with this board,
As he is a majority shareholder.
And he is only asking questions unlike some,
That we would all like answers too.
Transparency
I don't agree with everything he says but you do need fan dialogue
 
I’ve read it. What is the reason for the 5 year share allocation the board want seems to be the bloggers main point.
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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