RFC.L Regulatory News (RFC)

14 October 2013

Rangers International Football Club plc

("Rangers", the "Company" or "Club")

Notices under section 338 of the Companies Act 2006

Petition for an Order under section 45(b) of the Court of Session Act 1988 and for interdict

Further to the announcement on 4 October 2013 regarding the petition filed in the Scottish Courts (the "Petition") by Paul Murray, Malcolm Murray, Ian Cormack, John Graham and Colin Howell being shareholders representing 0.71 per cent of the voting rights of the Company (the "Petitioners"), the Company confirms that the Petition was called in the Scottish courts to be heard today, Monday 24 October, 2013 by Lord Tyre.

The Petitioners sought an interim order to require the Company to circulate notices received from the Petitioners pursuant to section 338 of the Companies Act 2006 (the "Notices") to shareholders putting forward resolutions for the appointment of Malcolm Murray, Paul Murray, Scott Murdoch and Alex Wilson as directors of the Company. The Petitioners also sought an interim order to require the Company not to hold its Annual General Meeting ("AGM") until such time as the Notices have been circulated to shareholders.

The court has ruled that the AGM convened by the Company to be held on 24 October 2013 should not go ahead on this date in order for there to be sufficient time for the shareholder resolutions as proposed by the Petitioners in the form of the Notices to be circulated and considered by the shareholders of the Company.

The Petitioners' submission and argument that the Company should simply have accepted the signed Notices at face value without any further enquiry was rejected by Lord Tyre. 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  Petitioners  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  Petitioners  on these issues however the Petitioners chose to resolve the matter in court. In Lord Tyre's opinion, these irregularities did not invalidate the Notices. 

Lord Tyre said that it was appropriate to refrain from circulating the signed Notices if there were reasons to justify this. Lord Tyre ruled that the categories of reason for not sending out resolutions were strictly limited and did not include cases where requests appeared not to have been signed by shareholders in a manner that was not authorised by corporate shareholders' own rules.

Steps will now be taken by the Company 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 in the Notices.

Further announcements will be made as appropriate.

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