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HobJo
30-01-2015, 18:25
As a shareholder, I want to complain about the terms of the Ashley loan, with a couple of very specific points.

Who is best to send this complaint to? Nomad, AIM?

Andy advice appreciated Bears

govan_derriere
30-01-2015, 18:29
Complain to ALL of them

AIM. aimregulation@lseg.com
FCA consumer.queries@fca.org.uk
NOMAD. paul.shackleton@wh-ireland.co.uk
adrian.hadden@wh-ireland.co.uk

HobJo
30-01-2015, 18:29
thanks mate

MamaBear
30-01-2015, 20:39
I'd say the NOMAD is a waste of time. I get the impression he's one of them.

The Advocate
30-01-2015, 21:14
I am in same position as OP.

Agree we should all take time to write to these contacts.

I intend to also write to Police Scotland to complain that the current board is not complying with the Companies Act Section 172. This covers the mandatory requirement on directors to represent the needs of long term shareholders ( eg club supporters), customers and key stakeholders (eg football regulator). Disproportionate decision making in favour of one shareholder is illegal.

Begbie's Moustache
30-01-2015, 21:18
I am in same position as OP.

Agree we should all take time to write to these contacts.

I intend to also write to Police Scotland to complain that the current board is not complying with the Companies Act Section 172. This covers the mandatory requirement on directors to represent the needs of long term shareholders ( eg club supporters), customers and key stakeholders (eg football regulator). Disproportionate decision making in favour of one shareholder is illegal.

The flagrant breaches of agreement with the SFA risk the entire business, let alone the day-to-day financial side of things. There are surely grounds for a police complaint as you say.

The Advocate
30-01-2015, 21:36
Another way to proceed is to write to NOMAD and AIM and complain that MA is behaving as a shadow director without the legal status. This is a serious issue as it places legal requirements on the individual if they are exerting undue influence from out with the board.

govan_derriere
30-01-2015, 21:43
Another way to proceed is to write to NOMAD and AIM and complain that MA is behaving as a shadow director without the legal status. This is a serious issue as it places legal requirements on the individual if they are exerting undue influence from out with the board.


There is plenty of evidence to suggest that Sandy Easdale operates as a shadow director. I have brought this up with Paul Shackleton on several occasions but he isn't interested.

govan_derriere
30-01-2015, 21:47
The flagrant breaches of agreement with the SFA risk the entire business, let alone the day-to-day financial side of things. There are surely grounds for a police complaint as you say.


The address I have used for Police Scotland is


Economic Crime Unit
Specialist Crime Division
OCCT Scottish Crime Campus
Craignethan Drive
Gartcosh
G69 8AE

Cammy1873
30-01-2015, 22:53
Rangers International Football Club plc - Is it breaching the Companies Act? Is its Nomad a cretin or worse?

By Tom Winnifrith & Steve Moore | Wednesday 28 January 2015

    

Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from ShareProphets). I have no business relationship with any company whose stock is mentioned in this article.

Rangers (RFC) has announced agreements with SportsDirect for the provision of a £5 million credit facility, with a further £5 million available “subject to due diligence by SportsDirect prior to drawn down”. However, with the company having admitted to “a number of options”, the deal now announced has been criticised as not being in the company’s best interests… We really question whether it breaches section 994 of the 2006 Companies Act. We shall be contacting AIM Regulation asking for a formal investigation. Since they are chocolate teapots, we will also be contacting the Scottish FA asking it to launch a formal probe as it appears a watchdog with some teeth.

In particular, for the duration of the initial facility, SportsDirect will have transferred to it 26% of Rangers Retail Ltd (a retail joint venture which in the period ending 27th April 2014 made a pre-tax profit of £1.17 million and which from the 2017/8 season will incorporate any future shirt sponsorship proceeds). A consortium with a 20% shareholding in Rangers and which offered a rival £6.5 million facility noted that the agreement now announced “equates to an annual interest rate significantly higher than our offer and probably in double digits”. Additionally, it added that;

“Security for the SportsDirect facility involves the club's registered trademarks and a floating charge over the club's assets. This is disadvantageous to the club compared to the security required under our offer. We fail to see how the SportsDirect facility can be described as better for the club than the funding offer we made. It isn't and should not have been accepted if the best interests of all the shareholders were considered. Acceptance of the SportsDirect facility will do nothing to repair relationships with the fans which is critical in improving the revenue streams of the club.”

The consortium also noted that it was “advised by Derek Llambiasthat our funding offer would be difficult for the board to accept if we did not provide irrevocable undertakings to vote against General Meeting resolutions to remove certain existing board members. We felt this was completely inappropriate and advised that our current funding offer was not affected by the GM process”.

Sports Direct founder and majority shareholder Mike Ashley has already had rejected by the Scottish Football Association an attempt to raise his shareholding in Rangers to 10%+ while he remains the owner of Newcastle United, but still has Llambias (previously MD of Newcastle) and Barry Leach (previously of Sports Direct) as respectively CEO and FD of Rangers and now has the right to nominate two directors to the board for the duration of the new loan facility. This is despite Ashley already facing Scottish FA charges of being able to influence the management or administration of the club, whilst being involved in another club, and not acting in the best interests of the game.

There must also be the question now of whether the newly announced finance facilities are in the best interests of shareholders. Section 994 of the Companies Act covers agreements where one shareholder is treated differently to others.

We believe that merely taking a loan from Ashley is NOT in the best interests of Rangers in that it does not put up enough capital to fundamentally repair a broken balance sheet or to give the club the cash it needs to be able to retain its better players to ensure promotion and ultimately European football which would offer the hope of financial salvation. Quite simply, the current squad might get back into the top flight but it might well not. If it does, it is hard to see it faring well enough to secure European football the year after.

Other proposals of loans from Rangers fans (who does Ashley actually support, by the way?) were rejected as was the equity financing proposed by US tycoon Robert Sarver. Did the Ashley dominated board seek independent financial advice as to what offer was in the best interests of ALL shareholders before deciding what to do as they were duty bound to?

Was that advice from Paul Shackleton, the Nomad at retained financial adviser WH Ireland? Since WH Ireland is paid a fixed retainer to act for Rangers it cannot be seen as an impartial adviser on a proposal that might lead to boardroom change. Mr Shackleton is noted in the City for his track record of acting for and floating fraudulent Chinese companies on AIM. Whilst he may be an expert in that field, does he know anything about a sport which at the sort of school people like him attend they were unlikely to play?

We have seen correspondence between Mr Shackleton and angry Ranger’s fans where he arrogantly dismisses concerns about how price sensitive information appears to be being leaked to the press - not announced via RNS - in clear breach of AIM Rule 17. His approach is not that of an independent financial adviser to the company seeking to protect the interests of ALL of its owners, i.e. shareholders, but of a man who is batting for the board.

The question for the Rangers board – which they have refused to answer when we gave the opportunity – is what truly independent financial advice did you seek when reflecting two refinancing proposals and accepting a third to ensure that you were acting in the best interests of ALL shareholders on an equal basis?

That is the question we shall now be putting to the relevant authorities in the hope that they can establish the truth.

 

chilledbear
30-01-2015, 22:57
http://www.shareprophets.com/views/10353/rangers-fc-an-open-letter-to-the-scottish-fa-demanding-formal-enquiry

By Tom Winnifrith, The Sheriff of AIM | Friday 30 January 2015

Earlier this week I asked if the Board of AIM listed Rangers FC could justify why it had rejected two refinancings in favour of a third proposal put forward by a major shareholder in the club Mr. Michael Ashley. The Board of Rangers RF (RFC) is dominated by business associates of Mr. Ashley. Can Rangers show paperwork to justify its decisions and therefore show that it did not breach Section 994 of the 2006 Companies Act? Rangers has not responded. And so today I have written to the Scottish FA asking it to formally investigate.

HobJo
02-02-2015, 15:11
Has anyone got the right email address for Somers? assuming it's david.somers@rangers.co.uk?

govan_derriere
02-02-2015, 15:14
Try without a dot between david and somers

craigie
02-02-2015, 15:24
EPIC code: RFC
Rangers FC – An Open Letter to the Scottish FA, Demanding Formal Enquiry
By Tom Winnifrith, The Sheriff of AIM | Friday 30 January 2015


Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from ShareProphets). I have no business relationship with any company whose stock is mentioned in this article.

Earlier this week I asked if the Board of AIM listed Rangers FC could justify why it had rejected two refinancings in favour of a third proposal put forward by a major shareholder in the club Mr. Michael Ashley. The Board of Rangers RF (RFC) is dominated by business associates of Mr. Ashley. Can Rangers show paperwork to justify its decisions and therefore show that it did not breach Section 994 of the 2006 Companies Act? Rangers has not responded. And so today I have written to the Scottish FA asking it to formally investigate.

The letter has been emailed to the newly appointed Compliance Officer at the Scottish FA Mr. Vincent Lunny.

Dear Mr. Lunny.

Request for (another) formal investigation into Rangers FC & the conduct of its board

As you are no doubt aware the board of Rangers FC is dominated by associates of Mr. Michael Ashley. In the past month rangers has rejected two proposals to refinance and accepted a third from Mr. Ashley.

In my humble opinion the Ashley proposal was not in the best interests of Rangers since merely by taking on yet more debt for a company that is not generating cash, it does nothing to resolve balance sheet weakness. That could have been addressed by the Sarver equity financing proposal.

As I am sure you are aware, Section 994 of the 2006 Companies Act requires a company to treat all shareholders equally.

The board of Rangers has refused to answer the question as to what independent financial advice it took in deciding that the Ashley proposal was in the best interests of ALL shareholders. For the avoidance of doubt, consulting China Fraud specialist Mr. Paul Shackleton at WH Ireland does not count as independent advice since his firm is paid a retainer by Rangers FC.

The Scottish FA has a duty to ensure that the affairs of all member clubs are handled properly since a club has many stakeholders: players, fans, the community and ALL shareholders and all must be treated as equals.

I therefore formally request that you launch a full enquiry into what independent advice, if any, led the board of Rangers FC – acting for all shareholders equally - to reject two proposals, notably the Sarver offer while accepting the Ashley proposal.


I remain your obedient servant


Tom Winnifrith.


Aside from Lunny having left a good read.


25/10

glasgowguy87
02-02-2015, 15:39
There is plenty of evidence to suggest that Sandy Easdale operates as a shadow director. I have brought this up with Paul Shackleton on several occasions but he isn't interested.

Shackleton is one of them so the only thing he is interested in is protecting them. There is a reason why King wants a new NOMAD and it isn't hard to work out why.

RFC417
02-02-2015, 15:51
Shackleton is one of them so the only thing he is interested in is protecting them. There is a reason why King wants a new NOMAD and it isn't hard to work out why.

g_d has been on this case for a long, long time. He knows all about Shackleton.

Hence the address he used for Police Scotland...

govan_derriere
02-02-2015, 16:19
EPIC code: RFC
Rangers FC – An Open Letter to the Scottish FA, Demanding Formal Enquiry
By Tom Winnifrith, The Sheriff of AIM | Friday 30 January 2015


Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from ShareProphets). I have no business relationship with any company whose stock is mentioned in this article.

Earlier this week I asked if the Board of AIM listed Rangers FC could justify why it had rejected two refinancings in favour of a third proposal put forward by a major shareholder in the club Mr. Michael Ashley. The Board of Rangers RF (RFC) is dominated by business associates of Mr. Ashley. Can Rangers show paperwork to justify its decisions and therefore show that it did not breach Section 994 of the 2006 Companies Act? Rangers has not responded. And so today I have written to the Scottish FA asking it to formally investigate.

The letter has been emailed to the newly appointed Compliance Officer at the Scottish FA Mr. Vincent Lunny.

Dear Mr. Lunny.

Request for (another) formal investigation into Rangers FC & the conduct of its board

As you are no doubt aware the board of Rangers FC is dominated by associates of Mr. Michael Ashley. In the past month rangers has rejected two proposals to refinance and accepted a third from Mr. Ashley.

In my humble opinion the Ashley proposal was not in the best interests of Rangers since merely by taking on yet more debt for a company that is not generating cash, it does nothing to resolve balance sheet weakness. That could have been addressed by the Sarver equity financing proposal.

As I am sure you are aware, Section 994 of the 2006 Companies Act requires a company to treat all shareholders equally.

The board of Rangers has refused to answer the question as to what independent financial advice it took in deciding that the Ashley proposal was in the best interests of ALL shareholders. For the avoidance of doubt, consulting China Fraud specialist Mr. Paul Shackleton at WH Ireland does not count as independent advice since his firm is paid a retainer by Rangers FC.

The Scottish FA has a duty to ensure that the affairs of all member clubs are handled properly since a club has many stakeholders: players, fans, the community and ALL shareholders and all must be treated as equals.

I therefore formally request that you launch a full enquiry into what independent advice, if any, led the board of Rangers FC – acting for all shareholders equally - to reject two proposals, notably the Sarver offer while accepting the Ashley proposal.


I remain your obedient servant


Tom Winnifrith.


Aside from Lunny having left a good read.


25/10


I have emailed correspondence involving Shackleton to Winnifrith.


Response below.

Received. i am on the case and will be doing more work on #RFC @ShareProphets but not all at once or in 1 go @TomWinnifrith



He has also sent a letter to the 'new' compliance officer too.

HobJo
04-02-2015, 15:07
FCA replied - saying not for us to investigate, it's for AIM

here's AIM's reply, which I'm taking as my complaint heading straight for the bin

Dear Mr xxx

Thank you for your e-mail below regarding Rangers International Football Club plc ("the Company").

As you may already know, AIM Regulation is the department within London Stock Exchange that is responsible for the regulation of AIM. We can assure you that AIM Regulation investigates all complaints made as regards the conduct of AIM Companies and Nominated Advisers in respect of their compliance with the AIM Rules for Companies ("AIM Rules") and for Nominated Advisers ("Nomad Rules") and takes action where appropriate. Please note that AIM Regulation's remit does not extend beyond the AIM Rules and Nomad Rules.

Accordingly, you will appreciate that in respect of your concerns relating to the Board's failure to act in the best interests of all shareholders, commercial matters and matters governed by the Companies Act 2006 and/or corporate law (such as directors' duties and shareholder remedies) are outside of our remit.

As indicated we can assure you that we investigate all complaints which relate to our rules. However you will appreciate that confidentiality is essential in maintaining the integrity of our work and, accordingly, please note that we will be unable to discuss/update you on the progress of your complaint.

Thank you for bringing your concerns to our attention.

Kind regards

AIM REGULATION