SHAREHOLDERS in Rangers International Football Club plc will not be able to vote on Resolution 11 at Friday's AGM following court action from Mike Ashley.
The Sports Direct chief, through MASH Holding Limited, attempted to remove Resolutions 9, 10 and 11 from the business at the shareholder summit at the Clyde Auditorium later this week.
While he failed to block the vote on the first two points, which would, if approved by 75 per cent of shareholders, allow the Ibrox board to issue fresh shares in RIFC plc and could see Dave King and the Three Bears consortium convert their loans into shares in the future, he was successful in seeing the third Resolution withdrawn.
The club hierarchy was attempting to nulify Ashley's Ibrox influence after Rangers were fined by the Scottish FA earlier this year for breaching dual interest rules when Derek Llambias and Barry Leach, close allies of the Newcastle United chief, were in positions of power in Glasgow.
Rangers say they are now considering their options ahead of Friday's meeting and a statement to shareholders read: "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.
"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.
"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.
"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."
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