RFC.L Regulatory News (RFC)

Rangers International Football Club plc

("Rangers" or the "Company")

Requisitioned General Meeting

The Company announces that, pursuant to the notice dated 16 January 2015 under Section 303 of the Companies Act 2006 ("the Act") from New Oasis Asset Limited ("New Oasis"), a company 100% owned by the Family Trust of Dave King, a circular convening a general meeting for 4 March 2015 will be posted today to Shareholders (the "Circular"). A copy of the Circular containing the Notice of General Meeting will be available on the Company's website.

The Requisition requires the Company to put seven resolutions (the "Requisitioned Resolutions") to members at a General Meeting. The effect of the Requisitioned Resolutions, if all are successful, will be to remove all the current four Directors ("the Directors"), and install a smaller board of three directors.

It is not clear from the Requisition which, if any, of the proposed new directors will undertake an executive function in the Company or if all of them will be non executive.

The Directors have also been advised by the Company's NOMAD that there could be a material adverse impact on the Company's listing on AIM if David King, one of the proposed directors, is appointed to the Company's Board. This is explained in more detail below but the Directors wish to draw Shareholders' attention to the following public information about Mr King:

In August 2013 David King was convicted on 41 counts of breach of s.75 of the South African Income Tax Act. As part of the plea which led to those convictions he agreed to pay a sum in Rand which equates to approximately £40,000,000 in respect of unpaid tax, and either to pay a fine or accept a prison sentence. The Board understand that Mr King elected to pay the fine.

The link below is to a South African Revenue Service press release which gives details of the convictions:

In addition the following comments about Mr King were made by a judge in a different South African legal case, to which the link is as follows:

Mr King has subsequently been identified in the media as the person identified as "Mr N" in that case. Those comments include these statements:

"...he deliberately misrepresented the facts of the case..."

"he has no respect for the truth and does not hesitate to lie... if he thinks it will be to his advantage"

"there can be little doubt that on most occasions [he] lied..."

"we ...are unanimous in finding that he is a mendacious1 witness whose evidence should not be accepted"

"in our assessment he is a glib and shameless liar"

1 "given to or characterized by deception or falsehood or divergence from absolute truth" (Definition from www.merriam-webster.com)

The Directors set out in further detail in this announcement why the Board considers that the Requisitioned Resolutions are NOT in the best interests of the Company or its Shareholders.

The Directors recommend that Shareholders vote AGAINST the Requisitioned Resolutions

Background

During the past year or so the Company has existed with limited cash resources.

This has been exacerbated by limited investor appetite and low ticket sales (which the Board consider may be due in part to the boycott of Rangers Football Club by fans called by Mr King and others), which have led to the further deterioration of the Company's balance sheet during 2014 becoming critical at a number of points in the year.

The uncertainty had an adverse effect on trading within the football club business and forced the Company to take action such as accepting short term loans from Sandy Easdale (twice), Laxey Partners Limited, George Letham and Mash Holdings Limited, as well as regretfully having to agree the sale of Lewis MacLeod.

The aim of the Board has always been to achieve financial stability in order to allow for investment into the playing squad to return the club to the summit of Scottish football and to return to European competition. The loan facility granted by SportsDirect.com Retail Limited (the "SD Facility") which has been entered into by The Rangers Football Club Limited ("the Football Company") is, in the judgement of the Directors, the first step to achieving this.

The SD Facility

The Football Company now has a loan facility which is a flexible alternative to the Company issuing equity, particularly where the latter is either unavailable or it is impractical to do in a timely manner. The facility is with SportsDirect.com Retail Limited, a wholly owned subsidiary of Sports Direct International plc, which is a FTSE 100 listed company.

The highlights of the SD Facility, further details of which can be found on the Company's website www.rangersinternationalfootballclub.com in the "Regulatory Announcements" section, include:

- The SD Facility provides short to medium term financial stability for the Company.

- Ibrox Stadium is not part of the security for the SD Facility.

- The SD Facility can be repaid by the Company at any time with no penalty or charge and, when repaid, the security given for the SD Facility will be released.

- The first tranche of the SD Facility (£5m) does not have a fixed repayment date and so the Company is not at risk of being unable to repay on a fixed date (although there are provisions which require repayment if an event of default occurs). The second tranche of £5m will, if drawn down, be repayable within five years of draw down.

- The lender receives an increased share of the dividends from Rangers Retail Limited for the duration of the SD Facility in consequence of having shares in Rangers Retail Limited transferred to them. This additional shareholding reduces as the loan is repaid. The Board consider that this cost to Rangers International Football Club plc is reasonable in relation to the amount of the SD Facility.

It is important to note, contrary to media speculation, that neither Mr Mike Ashley nor Sports Direct International plc controls the Company. The Board is grateful for Mr Ashley's support in the past, and hopes that this support will continue. The Company will, however, continue to make decisions independently of Sports Direct International plc but will co-operate with it and its affiliated companies for their mutual benefit in the running of Rangers Retail Limited, in which the Company, SportsDirect.com Retail Limited and SDI Retail Services Limited are the shareholders.

There has been speculation in the media about an alternative proposal from Messrs George Letham, Douglas Park and George Taylor, a group dubbed "the Bears" by the press. The Board spent considerable time negotiating and improving the terms of that proposal as well as the Sports Direct proposal before arriving at their decision. In particular, the Directors negotiated the removal of Ibrox Stadium from the SD Facility security package.

Ultimately, the Board concluded that the Sports Direct proposal was better and there were three main factors which led the Board to this conclusion:

1. The Board considered the respective proposals in the context of a plan to undertake a rights issue later in the Spring. A proportion of the proposed loan from the Bears was to convert into equity in the event of that rights issue, whereas the SD Facility is not convertible on a rights issue or at any other time. Accordingly, in weighing up the net cash position of the two proposals both in terms of the short term and in particularly in the medium term following such a rights issue, the Board concluded that the SD Facility would result in a significantly greater cash injection into the business than the Bears' proposal. The combination of the greater initial and medium term sum, the fact that it did not need to be converted and the longer term nature of the facility were important factors in the decision that was taken.

2. The first £5,000,000 tranche of the SD Facility does not have a fixed repayment date. Although secured, the SD Facility does not therefore run the risk of the Football Company losing that security by being unable to repay the loan on a fixed date. The SD Facility does, of course, contain provisions which require repayment if an event of default occurs.

3. Mindful of the forthcoming General Meeting and the possibility of a change in management, the flexibility of the SD Facility allowing for its entire repayment at any time without any penalty or charge ensures that the Company and its subsidiaries have total flexibility if a new management team wished to use their financial resources to take the business in a different direction.

Future Board Composition

The Board hope that Messrs Taylor, Letham and Park will be able to make a constructive contribution to Rangers Football Club going forward. An offer of board representation was made to those shareholders, prior to the receipt of the Requisition, which the Board hopes will be accepted after the General Meeting.

Following the Requisition, the Board, through advisers, sought to discuss matters with Mr King and in particular suggested that, in addition to a representative from Messrs Taylor, Letham and Park, Mr King might also wish to propose a Director to the Board, reflecting the shareholding of New Oasis, and that a further independent Director with capital markets experience also be sought. It was felt by the Board that this would create the right balance between executives and non-executives, representatives of the larger shareholder groups and independent directors. Disappointingly, Mr King has rejected this proposal.

The Directors acknowledge that there will need to be further additions to strengthen the Board in the future. This was agreed to by the then three directors David Somers, Derek Llambias and James Easdale in December 2014 at the time of the appointment of WH Ireland as its NOMAD, and is supported by Barry Leach who joined the Board subsequently. The Board has, however, not yet identified independent directors with suitable experience of listed companies willing to take this role in light of the recent financial instability and the Requisitioned Resolutions. The situation is being carefully monitored by the NOMAD, which is in regular contact on the matter with the regulatory authorities at the London Stock Exchange.

Requisitioned Resolutions 1-4

1. The removal of David Somers as a director of the Company.

2. The removal of James Easdale as a director of the Company.

3. The removal of Derek Llambias as a director of the Company.

4. The removal of Barry Leach as a director of the Company.

Requisitioned Resolutions 1-4 propose the removal of each of the current directors. The current management team has, since October 2014, chartered a new course for the business, commensurate with the budget and resources that are available to it. In parallel with arranging finance, the new executive management team has made a series of cost savings within the business and continues to do so.

This has included a significant reduction in the number of executive positions within the administrative functions of the Club both in terms of salaried staff and external consultants who were previously carrying out certain duties. These changes will have a significant positive impact on the Football Company's cost base for the next financial year which the Board estimates to be in the region of £2,500,000 annualised savings, the equivalent of approximately £6,850 per day. They also have the added benefit of streamlining the communication channels within the senior team.

The current management team is led by Derek Llambias. Derek Llambias was formerly the Managing Director of Newcastle United Football Club ("NUFC"). Derek joined NUFC in 2007 and in his five year stewardship reformed and improved stadium facilities; increased turnover from £85 million to £123 million and, from making significant losses, NUFC became one of the top 20 most profitable clubs in Europe.

Derek brought in the largest ever sponsorship deals in NUFC's history and negotiated shrewdly and resolutely in the fiercely competitive arena of player transfers. One of Derek's most successful and talked about transfers was that of Andy Carroll, originally a NUFC academy player, to Liverpool for £35 million. Another such move was buying Yohan Cabaye for £5 million, a player who NUFC later sold for £19 million.

Each of Mr Llambias and Mr Leach has accepted a salary package which is significantly less than was previously paid for their role. James Easdale has never taken any remuneration from the Company for his role.

They believe that this shows leadership in their goal to cut out waste and excesses, and to achieve efficiencies such that the maximum resources can be deployed on the pitch to create shareholder value through footballing success. The Board has listened to shareholder fans and the recent SD Facility does not include security over the Ibrox stadium, and offers a greater sum of money than was otherwise available.

In summary, the Board considers that it has made significant progress in particularly difficult circumstances and in a short period of time. The Board stands by its record in office, and believes that Shareholders should judge the Directors on the actions the Directors have taken, not media speculation.

The Directors recommend that Shareholders vote AGAINST Resolutions 1-4.

Requisitioned Resolutions 5-7

5. The appointment of David King as a director of the Company.

6. The appointment of Paul Murray as a director of the Company.

7. The appointment of John Gilligan as a director of the Company.

The Board recognises that suitable additional directors are needed for the Company. It is however important that the background and skills of each board member is complementary. A board of three persons, particularly if such a board were without executive directors, would not in the opinion of the current directors, or the NOMAD, be suitable for a listed company and would need to be enhanced.

The Board has specific concerns about the proposed appointment of Mr King and Mr Murray.

Mr King was convicted in South Africa on 41 counts of contravening s.75 of the South African Income Tax Act. Mr King was previously a director of the company that formerly ran Rangers Football Club, The Rangers Football Club PLC. He held office at the same time as Craig Whyte from 2011 until that company entered administration on 14 February 2012.

Noting the above and WH Ireland's obligations as a NOMAD,WH Ireland have informed the Board that should Mr King be appointed to the Board, WH Ireland will resign as NOMAD and Broker to the Company with immediate effect.

In the event that the NOMAD resigns, the Company's shares will be suspended from trading immediately. Under the AIM Rules, the Company will then have one month to replace the NOMAD. The Board is of the view that in the circumstances, there can be no guarantee that a new NOMAD will be appointed.

In the event that a NOMAD is not appointed within a month of the suspension of trading, the Company's admission to trading will be cancelled. Accordingly, if this were to occur, the Company would no longer be traded on any Stock Exchange. In the judgement of the Board this is likely to make raising capital both more difficult and more expensive. There would then be no regulatory oversight of the type to which companies admitted to AIM are subject, and there would be no market for Shareholders to sell their shares.

The Board has also had legal advice that the "fit and proper" person requirement of article 10 of the Scottish Football Association's articles of association would be likely to preclude both Paul Murray and David King from becoming a director of The Rangers Football Club Ltd (were they to seek to be elected to the board of that company). This is because the company which previously ran Rangers Football Club went into administration within the last five years and Mr King and Mr Murray were each a director of that company in that five year period.

In addition to Mr King's convictions in South Africa and the legal advice which the Board has received about the Scottish Football Association's "fit and proper" person requirement, the Board has a further concern about Mr King which is that his appointment would be in breach of section 216 of the Insolvency Act 1986.

Subject to certain limited exceptions, s.216 requires a person to obtain the leave of the Court before becoming a director of a company if, in the preceding five years, that person was a director of a company which went into liquidation whilst they were a director (or within one year of their ceasing to be a director) and the name of the new company of which they wish to be a director is the same as, or similar to, the name of the company which went into liquidation.

This section applies to Mr King given he was, at the relevant time, a director of the company which previously owned the Rangers Football Club. This means that if he were to become a director of the Company without such leave then, unless he fell within one of the limited exceptions, he would be committing a criminal offence, punishable by imprisonment or a fine or both.

The Board is not aware that Mr King either has such leave or comes within any of the other limited exceptions to s.216.

The Directors are not aware of any similar reason which might preclude the appointment of Mr John Gilligan. However the priority for the Board is to appoint independent directors with capital markets experience and, so far as they know, Mr Gilligan does not possess that experience. The Directors do not rule out the appointment of Mr Gilligan in the future.

The Directors recommend that Shareholders vote AGAINST Resolutions 5-7.

General Meeting

Shareholders will find in the Circular a notice of a General Meeting to be held at 10.00 a.m. on Wednesday 4 March 2015 at The Orchard Suite, Millennium Gloucester Hotel & Conference Centre, 4-18 Harrington Gardens, London SW7 4LH, which sets out the Resolutions to be considered at the General Meeting.

Shareholders may attend and vote at the General Meeting in person. However, whether or not they intend to attend in person, we ask each Shareholder to ensure that they make their vote count by completing and returning the Form of Proxy enclosed with the Circular in accordance with the instructions noted in the Circular.

If Shareholders intend to be present at the General Meeting, please plan to arrive by 9.00 a.m. to allow sufficient time for registration and security clearance, bringing their attendance card with them. The attendance card is attached to the Form of Proxy enclosed in the Circular.

Why each Shareholder's vote is very important: Vote now

The Board believes that two things are crucial for the future success of Rangers Football Club, and the team:

1. Financial stability, which the Directors firmly believe they are now on the path to achieving.

2. An end to factionalism.

The Directors do not consider that the changes to the Board proposed by Mr King will enhance either of these goals. The Board is particularly concerned about the risks of the Company losing its AIM Stock Market listing and of either or both of Mr King and Mr Murray not being a fit and proper person for the purposes of the Scottish FA, were either of them to seek appointment as a director of The Rangers Football Club Limited.

The Board thinks it only right to point out to shareholders that the costs of dealing with this requisition and general meeting will be in the region of £200,000. This is money which Rangers could far better spend on players.

This has been an emotional time for all involved in Rangers Football Club but the current Board is not entrenched. It remains open minded and has invited others to become directors to enhance its strength.

The Board has encouraged Mr King to work with it towards finding a collegiate approach to secure the long term future of the Company and the football club. This includes proposing to Mr King that a larger Board be formed, including both executive and non-executive directors, representing not only all of the larger shareholder groups of Rangers but also with independent directors. Mr King has rejected this proposal, preferring his own solution of three directors which, it appears to the Board, represent only one minority shareholder group (New Oasis) and which contains no obvious executive directors.

The Board is disappointed by this rejection from Mr King. The Directors' view is that this cannot be in the best interests of the Company or the football team.

Each of the Requisitioned Resolutions to be considered at the General Meeting requires a simple majority of votes cast to be in favour for it to be passed. As a result, each Shareholder's vote AGAINST is vital.

Action to be taken

The Form of Proxy for use at the requisitioned General Meeting is enclosed with the Circular. Whether or not Shareholders intend to be present at the General Meeting, they are urged to complete the Form of Proxy and return it to the Company's Registrars, Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by hand or by post as soon as possible and, in any event, so as to arrive not later than 10.00 a.m. on Monday 2 March 2015. Alternatively, CREST members who wish to appoint a proxy or proxies via CREST may do so in accordance with the procedures set out in the notice of General Meeting and the Form of Proxy.

The return of the Form of Proxy or appointment of a proxy via CREST will not prevent Shareholders from attending the General Meeting and voting in person should they so wish.

If Shareholders require a duplicate Form of Proxy, or have any queries in relation to completing and returning their Form of Proxy, please contact the Company's Registrars on the following number

Telephone: 0871 664 0300 (calls cost 10 pence per minute plus network extras)

Lines are open Monday - Friday, 9:00am - 5.30pm (from outside the UK: +44 (0) 208 639 3399)

Recommendation

The Directors do not believe that the Requisitioned Resolutions to be put to the General Meeting are in the best interests of the Company or of the Shareholders as a whole and strongly urge Shareholders to vote their shares AGAINST the Requisitioned Resolutions, as they will be doing in respect of their own shares (where applicable) at the General Meeting.

ENDS

For further information please contact: