Notice under section 338 of the Companies Act 2006

RNS Number : 3423P

Rangers Int. Football Club PLC

01 October 2013

 



Rangers International Football Club plc

("Rangers" or the "Company")

Notice under section 338 of the Companies Act 2006

The Board of Rangers confirms that it has received a notice dated 27 September 2013 from certain minority shareholders ("Notifying Shareholders") under section 338 of the Companies Act 2006 requesting the Company to circulate certain resolutions to shareholders for inclusion in the business at the forthcoming Annual General Meeting of the Company (the "Notice").  The Notice puts forward resolutions for the appointment of Malcolm Murray, Paul Murray, Scott Murdoch and Alex Wilson as directors of the Company. 

Whilst the Board has requested the Notifying Shareholders to authenticate their signatures on the Notice and their shareholdings as required under section 338 of the Companies Act 2006 in order to validate the Notice, the Board notes that the Notice has been received by certain of the minority shareholders who were involved with the Requisition, the receipt of which by the Company was announced by the Company on 2 August 2013. 

The Board further notes that on 12 September 2013 the Company announced that the Requisitioners had agreed the withdrawal of the Requisition including their proposal for the appointment of directors on the condition only that the Company convened and held its Annual General Meeting no later than 31 October 2013.  The Board notes that no variation or amendment to the terms of the withdrawal of the Requisition has been discussed or agreed with the Requisitioners. 

The Board considers that the Notice, if authenticated, is unlikely to be properly constituted under s338 of the Companies Act 2006.  Given the basis upon which the Requisitioners had agreed the withdrawal of the Requisition and as the Notifying Shareholders have not requested to discuss this prior to sending the Notice, the Board currently considers the proposed resolutions to be vexatious.  The Board is also concerned that the contents of the proposed resolutions may also be either ineffective or frivolous as any director appointment must comply with the Company's articles of association and is subject to prior regulatory approval.    

The Board further notes that the notice for the Annual General Meeting of the Company to be held on 24 October 2013 had in any event been sent to the Company's printers for printing on Friday 27 September 2013. 

Further announcements will be made as appropriate.

For further information please contact:

Rangers International Football Club plc
Craig Mather, CEO Brian Stockbridge, FD	Tel: [phone]
Daniel Stewart & Company plc	Tel: [phone]
Paul Shackleton / James Thomas / Martin Lampshire
Newgate Threadneedle	Tel: [phone]
Graham Herring / Roddy Watt / John Coles / Fiona Conroy
Media House International Ltd Jack Irvine	Tel: [phone]

 

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