The RIFC AGM – Turkeys Voting For Xmas

Resolution 10

That the directors be and are hereby generally and unconditionally authorised in accordance with section 551 of The Companies Act ( the “Act”) to allot equity securities (as defined in section 560 (1) of the Act):

(a) up to an aggregate nominal amount of £814,782.01 (after deducting from such limit the aggregate nominal amount of any equity securities allotted under sub-paragraph (b) below); and

(b) comprising equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount £1,086,376.01 (after deducting from such limit the aggregate nominal amount of any securities equity allotted under sub-paragraph (a) above) in connection with an offer by way of a rights issue to holders of equity securities and other persons who are entitled to participate in proportion to their existing holdings.

SPECIAL RESOLUTION 11

That the Directors be and they are empowered pursuant to section 570 (1) of the Act to allot equity security (as defined in section 560(1) of the Act) of the Company wholly for cash pursuant to the authority of the Directors under section 551 of the Act conferred by Resolution 10 above as if Section 561 (1) did not apply up to an aggregate nominal value of £1,086,376.01.

***************************************************************

I have provided edited versions of both resolutions so as not to obfuscate their central messages with information on terms. The term served by any director is one year. Hence the term is one year.

Resolutions 2-8 are germane to the retirement and re-appointment of King. Park senior and junior. Murray, Bennett and Johnston. The formalities of accepting the audit and the remuneration of the auditors is dealt with in resolutions one and nine respectively.

Resolution 10 requires a simple majority of over 50% of votes cast. Special Resolution 11 requires a majority of 75%.

The Gullibillies on the Clapham Omnibus won’t have a clue about the nuances of the companies Act. The Chairman of RIFC, career criminal King, has said jump. They are expected to say how high and vote accordingly.

So let me break it down for them. The board are issuing 108,637,610 shares at the nominal value of one pence. If Resolution 11 is passed as expected, the Directors can do with these shares as they please. If one is an ordinary shareholder, the value of your equity will be materially undermined.

There are currently 81,478,201 shares issued in RIFC. If one owns 1 share it represents circa 0.000001%. of the company. Under the new arrangement one share will represent circa 0.0000005% of the company.

The man on the Clapham Omnibus would know that someone is planning to pull a fast one and if unchecked will dilute his holding.

The rogue board are hiding behind the nuances of the Companies Act of 2006 to rob the small shareholder blind, But then what did you expect from a chairman who is a convicted criminal and who asserts that he will keep the lights on with loans from a trust in The British Virgin Islands?

Ceteris Paribus Resolution 10 will go through. The smart play would be to vote against Resolution 11 and hold out for 20p should King be forced to make this offer. How deep are NOAL’s pockets in the BVI? I venture that they are deep enough to give every shareholder a fair return for their holding.

King is asking turkeys to vote for Xmas. If they do he will have them for lunch.

 

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44 thoughts on “The RIFC AGM – Turkeys Voting For Xmas”

  1. Let me make this clear. If you paid more than 1p for your shares in Rangers then this con trick will cost you a fortune. Turkeys will vote for this.

  2. Based on how the gullibillies serially ignore bad news and warnings, I can’t see them being wise to the latest rip-off. The saying ‘Fool me once, shame on you; fool me twice shame on me’ comes to mind.
    Questions need to be asked why Ibrox supporters have lost the power of independent thought, or have they always been blind to failings on the part of those who control the club?

  3. If King is forced to make an offer do these resolutions matter, ordinary shareholders will get 20p for each share. If he doesn’t pony up the shares are worthless anyway. Issueing shares to directors in a debt for equity swap isn’t bringing in any money. A thought struck me, if directors get equity and CCK is forced to make the offer do the debt for equity shares get included.

  4. I think many football fans who have minority shareholdings in their clubs see them as a long term bond, badge of honour rather than a realisable asset.
    Rangers fans are no different and it is more about being a shareholder for the sake and status of being a shareholder.
    The share price and its ups and downs is almost irrelevant.
    Accordingly I think the Rangers fans will agree to whatever their board advises because at the end of it they will still have their shares and their tangible enhanced link to their club.

    1. I’m not sure…I thought the whole point of club1872 was to raise funds to allow fans to have some say in the club. They were sold a vision of club 1872 as the saviours of Sevco. If I gave a monthly fee in the basis that I was a staunch saviour – I’d be a bit pissed that in the bowels of an AGM someone could wipe out half that investment.
      But then again I’m a pesky Timmy, and would have done more in the first place 😉

      1. Club 1872 was set up to acquire funding through Direct Debits to facilitate fan ownership of the new club.

        To perpetually increase fan % ownership until fans owned it all.

        King has other ideas.

  5. This will be used to convert the crisis loans into equity with no further cash invested into Rangers. It benefits only those who have unsecured loans at the expense of existing shareholders.

    If for arguments sake the value of rangers as an investment is expressed as 81.5m shares at 20p = £16.3m. Post share issue the club is still worth £16.3m but the value of each share has gone down and certain people hold a lot more of them.

    That £16.3m was the value after paying off all the loans. It is effectively a share dilution that they are asking fans for. They want you the fan to vote to give them more than half the value of your shares. They might not take payment in shares themselves, but you can be damn sure any cash from shares to pals will be used to repay their loans, keeping the overall shareholdings as close to the good side of the takeover panel as they can be at present.

    1. So rangers directors get their loans back, 1872 get more shares but are now valued at 10 p but where once 20 p this then is left to the directors to reloan the money all over again. but it has a greater risk of not getting it back this time,as there can be no more share deals.

      1. They’d have to do that to avoid upping their share percentage or the takeover panel would crucify the three bears too. Maybe over simplified but was trying to explain the principle.

      2. Unless of course king let’s his shares go to maintain overall percentages at less than a mandatory offer – conveniently solving an impending disaster.

      3. Too late for that. The edict still stands. Retrospective action won’t set him free. He is going to cash in his chips and snub everyone from south of the Limpopo, unless he is congenitally stupid. If King goes the 50m going spare could realise £13.5m. Split four ways?

      4. Sorry should make sure what I write is clear before sending. If the three bears end up with more than the threshold even with king selling up (could happen if swapping a lot of debt for shares) it’d likely trigger another mandatory offer. King selling up shares and exiting stage left at the same time helps keep the remaining original concert party on the right side of the percentages even when picking up more shares. Avoiding King’s impending cold shouldering by paying him out also good for Rangers.

    2. So the loans weren’t paid for ultimately by King and the three bears.

      The loans were ultimately paid for by current shareholders 50% of their equity.

      Surely current shareholders would have prefered the club to have been run within its means and not required loans. Which they are forfeiting 50% of their equity for?

      I’d vote no. We didn’t want your loans. You over spent on your own strategy.

  6. JJ

    For the absolute luddites down Govan way who still don’t get it…

    For every £10 you put into club1872 you’ll now get £5.

    Keep up the good work, let’s hope succulent lamb is swapped for cold shoulder on the menu soon.

    1. £4.22 by my calculations Rod. Even when you break it down so that a primary school kid could understand, they won’t get it. The £18.72 invested per month only had the buying power of £7.86. I blame the schools.

  7. Sorry James but I ain’t The Brainiest Guy on the planet so let me get this rite..Has TG&SL Liar riggeled Of the Hook Of The Take Over Panel..Has he got Away Scott Few once again..Surely Not

    1. No most certainly not. He still has to make an offer for the 65.3% whether that’s of 81m or 191m and change. At 20p a throw. He could be looking at just shy of £25m. King is cashing in and will snub TP and courts.

      1. The answer must be to sell all your shares to King for 20p each then buy new ones at 1p thus increasing your shareholding twenty fold.

  8. They should stock up the Ibrox medicine cabinet with ibuprofen and other anti-imflammatories. It’s the recommended treatment for a frozen shoulder 😂.

  9. If the ‘Concert Party’ are allowed to screw over the RIFC shareholders by issuing 1p shares, there should be charges brought. Although part of me thinks that the Bhuns deserve it and everything else that comes their way. How this takeover panel hasn’t even fired a warning shot says to me they’re CORRUPT as every other institution in the best bigoted country in the land.

    1. I almost did not allow this post. Allow me to disabuse you of the notion that the Takeover Panel is corrupt. In a first of its kind, they are pursuing King in court. This is not a forum for innacuracy.

      1. Did your not yourself say previously that the fix was in and the Lord Bannytyne was compromised by his primary loyalty to the lodge?

      2. Thanks to the computers handed over by the 3 Bears makes the accusation of a Concert Party a done deal. Maybe an organisation, the Takeover Panel can’t ordinarily be corrupt if run correctly through their codes of conduct, but that depends whether or not that fallible humans do so without ulterior personal motives. As for the Courts it’s my opinion they are run on who you know than for the rights of all men and what’s fair and just. As regards all things Sevco and any traditional institution in Bonny Auld Alba, I have NO faith or confidence in any and after the last 6 years from the the FTT to Safety Certificates for the failing Ibrox roofs is only the tip of the iceberg. Only my opinion.

      3. Given the Takeover Panel has had to take King to court, tells me they have no bite, even if this case is game, set and match to them. Only time will tell on what should be an open an’ shut case.

  10. How is it possible for shareholders to make money out a company that has no credit facility or income streams, how are these jokers who are giving loans getting returns on them. Surely if a company is not profitable and loans to itself to pay off debts this will be exactly what new shares are used for and would this not be illegal using future shareholders money to pay debts accrued by exesting shareholders. FFP seems to be ignored here.

  11. 1) SDM: ‘For very £5 they spend, we’ll spend £10 [of other people’s dough]’.
    2) GASL: ‘For every £10 they spend, we’ll take £5 [of the WATP’s dough].

    As Alphonse Karr observed in Les Guepes [The Wasps]:
    ‘Plus ça change, plus c’est la même chose’.
    (‘The more it changes, the more it stays the same’.)

    1. PS: ‘Plus ça change, plus c’est la même chose’ would be an excellent motto
      for the undead revenant that stalks the streets of Govan
      baying at the moon…

  12. If we make some reasonable assumptions of what RIFC are attempting to do with the share issue and what limitations they face, their course of action becomes obvious. We can play this out with game theory based on what we know and what we believe will be reasonable courses of action for those involved.

    (1) they need to bring in fresh equity on the order of £15m PLUS whatever they will record for net loss in the current season. This is for FFP compliance.
    (2) they’ve announced how much actual cash they need, and without looking it up, it’s on the order of £5m this season. That was before buying out Pedro or bringing in a new staff, so adjust accordingly.
    (3) takeover panel statutes mean that large shareholders are limited in their participation such that they cannot increase their ownership stake as a percentage of the total.

    Therefore, we know based on #3 that proposal #10 becomes untenable until those shareholders are sufficiently diluted. This primarily applies to NOAL and the 3 bears. They can’t be guaranteed everyone will participate in a prorata share issue called for in #10, so their participation would increase their ownership stake and therefore fall afoul of takeover statutes.

    However because of #1, they have to bring in a lot of cash to meet FFP regs and qualify for Europa. Easiest solution is to convert the debt to equity at 1 share per creditor. But again, they need to be diluted before doing so, or they will fall afoul of takeover statutes.

    So they will have to do a share issue to new bears who can inject the £5m+ in cash. That will be done at a price sufficient to dilute NOAL and the 3 Bears to where the takeover statutes no longer apply. They will then convert their debt to equity at 1 share each.

    Proposal 10 is completely untenable in my opinion. At best they could do it and have NOAL and the 3 bears not participate. But that severely limits participation and it’s unlikely they will get the £15m+ they need to qualify for Europe.

    They’re in a pickle, and proposal #11 is the only way forward for them. Failure will cost them Europa next season, and they will have problems with their impairment testing next year resulting in a huge write down of their assets and losses that cascade out of control.

  13. JJ – for info… not sure if questions will be allowed at this presentation on “L’Affaire Rangers”…
    Thurs 14th Dec: an Address by the Rt. Hon. Lord Hodge.
    “The Edinburgh Tax Network is delighted to present an address by the Rt. Hon. Lord Hodge J.S.C. on ‘the Rangers Case’. Lord Hodge delivered the Judgment of the Supreme Court in RFC 2012 v Advocate General for Scotland earlier this year.”
    Lieu: Parliament Hall, Parliament House, Edinburgh.

  14. The Value of McInnes to any English club would be £2-£3m. Given their economics down there.

    The concept Sevco could get him for £800k is preposterous.

    Aberdeen and the guy need to look at the big picture beyond backwater Scotland.

  15. This still doesn’t make any sense though.

    The value of RIFC is somewhere between 17 and 24 £MM depending on what share price you take.

    The loans are currently on the books of RIFC and presumably the lender at face value of currently £16MM. Replacing those loans with shares immediately discounts the value of the loans by 50% and that’s based on the new shares actually being able to be exchanged for real cash. Officially for the NOAL trustees (I know I know) that must put them in a poor position to just write off the trusts money.

    All of the other existing shareholder see their shareholding reduced by some percent 9until you know what the share price being used is you can’t say, but it’s probably in the region of 50%.

    Then if they get the percent wrong they could end up with >30% thus triggering another take over panel ruling.

    The only thing I’m thinking is that CCK uses the trust excuse for why he can’t turn his loans into shares, but the others should, but then forces an admin event and as a major creditor he controls the admin event, TRFC is sold to some other mugs and CCK gets his money back.

    Nothing else makes sense but then this whole 5 year period has never made financial sense other than the original boys who got shares for 1p and sold for a lot more.

    So yes, resolution11 may well pass, but it doesn’t mean they will actually allot any shares or indeed some of the loanees might get some better advice that they are better off keeping the loans as loans and not virtually worthless paper.

  16. JJ May I ask the following;

    What if this resolution and subsequent dilution of shares is passed and implemented before the decision from the court on behalf of the take over panel is handed down?

    You may have already answered this, I may have skirted through the details, but it strikes me as one last final attempt by King to cream off what he can and then get out of town.

    The problem for the supporters is that they are so entrenched now that they believe advice and counter arguments to be an attack on them and their “club”. Such a shame.

  17. The real underlying issue on this move by CCK, which is one most are missing is he NEEDS the share issue to go through regardless of the many other malfeasances taking place or about to.

    TRIFC or Rangers Lite need the debt written to equity in order to comply with UEFA regulations for next season. Otherwise they will not comply and thus put another hole in the finances next year leaving the club more or less like a submarine with just the periscope up above the waterline. With all aboard singing the club’s newly adopted anthem “we all live in an orange submarine “.

  18. I hear the TRFC Latinos are feeling the cold. Layering up.
    There’s nothing worse than a chilly Latino Willy.
    Poor sods don’t have a chance.
    Pedro’s on A beach counting his money.

  19. Some excellent posts matching another excellent article. Forgive me, I appreciate that many posters are more intelligent than I am however, with respect, you seem to be omitting one salient point. RIFC exists in Scotland. We are through the looking glass here Alice. With regard to RIFC FFP compliance there was no compliance this year though this wasn’t an obstacle to their participation. I suspect similar non compliance for next season will not be an issue either should CCK and his criminal concert party cohorts are not able to facilitate debt to equity swap. As such I’m not sure time is as much a factor for the concert party.

    1. My understanding is that UEFA begins the compliance assessment in the Spring for clubs they anticipate will return to the competition the following season. They start with the prior assessment which includes both actual financial results for the year ended Jun/Dec 30 and the forecast the clubs have put together. The spring assessment is to look at mid year performance and compare it to what was projected and then a refresh of the forecast. Final assessment is completed in the fall once full season financials are known.

      The trick to this is that there’s a number of clubs every year who qualify for the first time (in recent history) and UEFA has to start from scratch. They generally assess those clubs in the fall once all the participants are known, thereby saving themselves a lot of wasted effort from not assessing clubs in the spring who ultimately fail to qualify.

      For the 2017-18 season, RIFC were eliminated before the assessment even began. If history is any guide, they will be found to be in violation of the regulations in the coming weeks and put on a formal corrective plan by UEFA which will essentially force them to come into compliance over the next few seasons. If they bring in sufficient new equity this year, either from a debt conversion or from new issuance, they will be fully compliant for the 2018-19 season. Failure to adhere to the plan would see them excluded from UEFA competitions.

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