Rangers opposition group forces delay of annual general meeting
The rebel group includes former oldco director Paul Murray.
Opposition Rangers shareholders have succeeded in their bid to delay the club's annual general meeting.
The rebel group, including former oldco director Paul Murray and ex-Rangers International Football Club plc chairman Malcolm Murray, had their petition heard at the Court of Session on Monday.
They were attempting to get an interim interdict enforced against Rangers International after the board rejected a proposed resolution for the annual general meeting that was scheduled to take place on October 24.
As a result of the court case, the annual general meeting will not go ahead on the planned date. The rebel faction had claimed it should be delayed as they would not have enough time to circulate their resolution.
Lord Tyre granted the interim interdict preventing Rangers International from holding its annual general meeting on October 24. He found the notice to be authentic, regardless of whether it had been validated by the signatories, and said it would be "prejudicial" if shareholders had "insufficient time" to consider the motion before the meeting.
He also ordered Rangers to pay the expenses of the petitioners. After the hearing, Paul Murray told STV he was "delighted" with the outcome of the court case.
Mr Murray said: "We're absolutely delighted, just couldn't be better. I think today's decision is a real vindication of our position. I think all we wanted was to be in a position to have a democratic vote for the shareholders and we've now achieved that - it's fantastic."
He added that the annual general meeting should be a "democratic vote" and "I don't know why the board fear that. If they've got all these votes that they claim to have, then what's the problem? They just don't vote for the people they don't want."
Mr Murray stated that it was "disgraceful" his group had to take Rangers International to the Court and Session and felt "it should never have got to this point."
He told STV he was offered a board seat last week along with oldco investor Dave King - who said he hopes to become Rangers chairman in the next few days - but turned it down because he did not want to drop the court action. Mr Murray said: "People accuse me of wanting a blazer and being on the board - well, I could have had that last week and I chose to pursue this as the right thing to do - I don't want to be hear, but it's the right thing to do. We've done it today, we've got the result and I'm delighted"
The chartered accountant said he would support the addition of Mr King as chairman, but claimed he would not be seeking his personal support as part of the power struggle at Ibrox. He also stated that he had "not taken a single penny from Glasgow Rangers" as part of his stint as a non-executive director of the oldco.
He said shareholders, especially fan investors, need to look at the accounts for Rangers International, which showed it ran at a £14.3m operating loss for the 13 months until June this year. Mr Murray said they would need to look at the money that has come in and gone out during that period and make their own judgment as to whether it constituted a "good performance" or not.
The former Blue Knight said his message to the shareholders and the fans is: "When the AGM is eventually determined, if you're a shareholder and have got a vote, come along, listen to the arguments of both sides and place your vote. Don't waste your vote, come along to place your vote as to who should be on that board of directors."
Richard Keen QC, who was representing the opposition group, said the board’s conduct amounted to "waging guerrilla warfare" against the motion.
The board rejected the proposed resolution, which called for the appointment of the Murrays, property adviser Scott Murdoch and ex-human resources director at BT Alex Wilson as directors, stating it was "not valid".
On Monday, Rangers’ lawyer told Lord Tyre the board did not believe three signatures, belonging to Hargreaves Lansdown, Bank of New York and Singer Nominees investors, had been authenticated in the meeting resolution.
The judge said: "It just boils down to whether they (signatures) should be validly authenticated or not."
Mr Keen argued that the petitioners had presented enough information to Rangers for the signatures to be validated, while the club’s QC Heriot Currie argued against the postponement of the annual general meeting as reissuing annual general meeting documents would cost between an estimated £35,000 and £50,000, which would be paid by the opposition group.
An earlier attempt by the opposition group, backed by institutional investors Artemis and Hargreave Hale, failed to remove Rangers International chief executive Craig Mather, finance director Brian Stockbridge and fellow director Bryan Smart, failed to result in a general meeting of the company being called. On that occasion, the rebel faction were also looking to appoint Paul Murray and former PricewaterhouseCoopers executive chairman Frank Blin to the board.
In response to the ruling, Rangers said: "The board of directors of the company received clear and firm advice from its solicitors and senior and junior counsel that on the face of documents provided by the petitioning shareholders the notices had not been signed in a manner that was authorised and as a result the directors were obliged to seek further clarification from those shareholders.
"Every effort was made to engage with the petitioning shareholders on these issues however these shareholders chose to resolve the matter in court. In Lord Tyre's opinion, these irregularities did not invalidate the notices.
"The company will now be taking steps to fix an alternative date for the AGM as soon as possible and for the business to be considered at the AGM to include the resolutions proposed by the petitioning shareholders."