RANGERS have announced that shareholders have voted to pass nine resolutions at Friday's AGM - but Resolution 10 narrowly failed to gain enough votes.
Shareholders gathered at the Clyde Auditorium for the RIFC plc AGM last week and the Ibrox board have today confirmed the outcome of the poll.
Five of the items on the agenda related to the re-appointment of the directors and chairman Dave King, Paul Murray, John Gilligan, John Bennett and Graeme Park were all appointed with around 74% of votes.
But there was mixed news for the Gers chiefs on the final two polls, the last of which related to the board seeking permission to "allot equity securities" without having to offer them exclusively to shareholders.
In a statement to shareholders, Rangers said: "Resolutions 1 to 9 were successfully passed. Resolution 10 did not achieve sufficient votes to be passed.
"The Board is delighted to see that the bulk of the Company’s shareholders are content with the Company’s progress.
"The votes For Resolution 10 were considerably higher than the Directors had anticipated and almost enough to see the vote carried as a special resolution. The Directors will consider carefully shareholders’ views on this vote, consult (where practicable) with those who did not vote or opposed the Resolution and identify the Company’s next steps after that process is complete."
Resolution 9 was passed by 74.2% of those who voted and stated that:
“THAT the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the “Act”) to allot equity securities (as defined in section 560(1) of the Act):
(a) up to an aggregate nominal amount of £407,392 (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 of £543,188 (after deducting from such limit the aggregate nominal amount of any equity securities allotted under sub-paragraph (a) above) in connection with an offer by way of rights issue to holders of equity securities and other persons who are entitled to participate at a ratio of two equity securities per each equity security currently held (as nearly as may be practicable) to their existing holdings (or the number of equity securities which such other persons are deemed to hold for such purposes) but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange,
and such authority shall expire at the conclusion of the Company’s next Annual General Meeting in 2016, but so that the Company may, in each case, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired. This authority shall be in substitution for any previous authorities granted in this regard by the Company, but without prejudice to any allotment of equity securities or grant of rights already made, offered or agreed to be made pursuant to such authorities.”
But Resolution 10, which required a vote of 75% to pass, narrowly failed to gain the required approval, receiving 73.8% of the votes cast. Only 69% of the RIFC plc shares voted on the item, which stated:
THAT the Directors be and they are empowered pursuant to Section 570(1) of the Act to allot equity securities (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 9 above, as if Section 561(1) of the Act did not apply to such allotment provided that:
(a) the power conferred by this resolution shall be limited to:
(i) the allotment of equity securities in connection with or pursuant to an offer of, or invitation to holders of equity securities and other persons entitled to participate in proportion (as nearly as practicable) to their then holdings of equity securities (or as appropriate the numbers of such equity securities which such other persons are for such purposes deemed to hold) subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any overseas territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
(ii) in the case of the authority granted under paragraph (a) of Resolution 9, the allotment, otherwise than pursuant to sub-paragraph (i) above, of equity securities up to an aggregate nominal value equal to £407,392; and
(b) unless previously revoked, varied or extended, this power shall expire at the conclusion of the Company’s next Annual General Meeting in 2016, except that the Company may before the expiry of this power make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if this power had not expired.”
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