Response of Mash Holdings Limited to a notice to shareholders made on behalf of Rangers International Football Club PLC (the "Company") on Monday 23rd November 2015 at 15:00 relating to the Annual General Meeting ("AGM") of the Company scheduled for Friday 27th November 2015

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Mash Holdings Limited

25 Nov, 2015, 17:10 GMT

LONDON, November 25, 2015 /PRNewswire/ --

Extract 

"On the afternoon of Thursday 19th November 2015, the Company received notification of a Petition by MASH Holdings Limited to, inter alia, grant interim interdict obliging the Company to withdraw Resolutions 9, 10 and 11 from consideration at the Company's AGM. 

The Petition was heard at the Court of Session on Friday 20th November 2015 and the Company successfully resisted the Petitioners motion for interim interdict in respect of Resolutions 9 and 10, ensuring that shareholders will be given the opportunity to vote on these Resolutions." 

Response to First and second paragraphs 

This is misleading in suggesting that the first time the Company knew of the proposed action by MASH Holdings Limited (MASH) was during the afternoon on 19 November. In fact, the objections to Resolution 11 were raised by MASH a full Court week before the hearing. Further, on 17 November, MASH's position on resolutions 9 and 10 was made clear and it was made plain that the Petition would be lodged on the morning of Thursday 19 November. In fact, far from springing the Court application on the Company, as is implied in the announcement, MASH gave more notice than it was required to give under Court practice. The fact that notice had been given was a material factor in the Court refusing the Company's application to adjourn the hearing until Monday 23 November.

Extract 

"The Petitioners were successful in their application to require the Company to withdraw Resolution 11 from consideration by shareholders at the AGM. Although the decision has been made on an interim basis only until the Petition can be fully considered by the Court, this means the Resolution will not be presented to the meeting and shareholders will not be afforded the opportunity to vote upon it. The Company will now consider how best to proceed." 

Response to Third paragraph 

The Court was satisfied that there was a sufficient case on unfair prejudice to grant an interim interdict in relation to resolution 11 and that this resolution was too wide.  

  1. The interim interdict obtained in respect of resolution 11 not only prevents the resolution from being presented at the AGM on Friday, but also at any adjournment of that AGM or, absent the permission of the Court, at any other General Meeting of the Company.
  2. It is correct to say that the Company successfully resisted the motion in respect of resolutions 9 and 10, but the statement fails to mention the undertaking given by the Company to the Petitioner and recorded with the court in the minute of proceedings. The Company has undertaken that, in the event resolution 10 is passed at the AGM, it will not make any allotment of shares in terms of the proposed resolution 10 without first giving 21 days' written notice to MASH. The effect of this undertaking is that if the Company gave such notice of its intention to MASH, MASH would be able to apply to court before any such  allotment was made to seek an interdict preventing such allotment. With the benefit of the undertaking, at this stage MASH does not need such an interdict.

Extract 

"Resolution 11 was intended to afford the Company with protection against a further breach of the Scottish Football Association's Disciplinary Rule 19 on dual interest whether relating to MASH Holdings Limited and related parties' interests in the Company and its main operating subsidiary, The Rangers Football Club Limited while MASH Holdings Limited is also the ultimate parent company of Newcastle United Limited or any other shareholder who might have such an interest now or in the future. The Company is under an obligation to demonstrate the utmost good faith to the Scottish Football Association ("SFA") in relation to any possible breaches of disciplinary rule 19. Shareholders will be aware that related parties of MASH Holdings Limited have other contractual relationships with members of the Group of Companies of which the Company is the holding company. The terms of these relationships are confidential and in some cases the subject of the interim injunction granted before June's General Meeting. Shareholders are therefore reminded that the Board will be restricted at the AGM in answering questions concerning these arrangements." 

Response to Fourth paragraph    

  1. The Court was satisfied that there was a sufficient case on unfair prejudice to grant an interim interdict in relation to resolution 11 and that this resolution was too wide.
  2. The statement states that the resolution would apply to "any other shareholder who might have such an interest now or in the future".  As far as we are aware, Mr Ashley, through MASH Holdings Limited, is the only substantial shareholder who now owns shareholdings in another Club.
  3. The statement implies that the amendment to the Articles will protect against "further breach" of Rule 19.  However, that amendment, certainly so far as MASH is concerned, addresses a matter which would not be a breach of the Rules:  the SFA has expressly approved Mr Ashley's shareholding.  The fines imposed earlier this year by the SFA were not linked to Mr Ashley's status as a shareholder or his ability to exercise voting rights as a shareholder in the Company. The fines related to the exercise of contractual rights relating to the appointment of directors and so the implication that the amendments proposed by resolution 11 would cure the issue is misleading.

Extract 

"A dual interest arises where, except with the prior written consent of the SFA's Board, a member of a football club in membership of a national association which is in membership of FIFA (a "Club") is involved in the management or administration or has any power to influence the management or administration of a Club and is at the same time directly or indirectly a member of another Club and is involved in or has the power to influence its management or administration." 

Response to Fifth paragraph 

  1. The quotation of Article 13/ Rule 19 implies that the SFA has not provided consent.  In fact, the SFA has approved Mr Ashley's shareholding and this was confirmed by the SFA Appellate Judicial Tribunal earlier this year.  As far as Mr Ashley/MASH Holdings is aware, the SFA has not expressed any concerns over Mr Ashley remaining as a shareholder or having an ability to vote his shares through MASH Holdings Limited in general meeting.