HHB

https://drive.google.com/file/d/1Cl4sbiz5D-lykbQ-VrTv7b9bqpDae-1u/view

On Friday, August 13 2021, the Requisitioners advised the Board of Club 1872 that, in our opinion, they had committed three criminal offences. Acting in good faith and acknowledging that these may have been errors, we offered them the opportunity to remedy them (see the text of that letter in the link below). Put simply, the incumbent board has not put the resolution to members as it was submitted, in breach of the law, and they have not allowed our statement, in breach of the law. We advised them of these errors on Friday morning and they have refused to remedy by today, the final day of voting. The relevant provision of the Companies Act exists to ensure that directors, as custodians of a company, are accountable to members, the owners of a company. Our resolutions are split into two types. Those contingent on the passing of Resolution No. 10 and those which are not conditional on the passing of any other resolution. The refusal by the directors of Club 1872 to circulate both the Contingent Resolutions and the non-conditional Resolutions is a clear breach of Section 293(1) of the Companies Act. As such, we believe they are committing two criminal offences, one for each type of resolution. In addition, Section 293(5) of the Companies Act requires the Board of Club 1872 to allow the Requisitioners to circulate a Supporting Statement to the members of Club 1872. By their failure to do this, we believe that the directors of Club 1872 have committed a third criminal offence. The victims of these alleged criminal offences are the organisation itself and the members of Club 1872 who have been denied an opportunity to see our supporting statement and an opportunity to vote on the totality of our resolutions. In the light of their refusal to remedy, we contacted the Regulator who advised us that "if you believe a crime has been committed, you may wish to discuss the matter with the police". We are, therefore, faced with two possible options; a civil case or a criminal complaint. Raising a civil case would result in Club1872 paying legal costs that ultimately comes from member's donations. The only other alternative is to raise a complaint with Police Scotland. We obviously must choose the latter. In consequence, we have no option but to file a complaint with Police Scotland.

Link to the full Roadmap https://drive.google.com/file/d/1QkFXee9XGUN4dYORhhWlAHScjREzsIEv/view

Club 1872 - Summary of our roadmap for change Resolutions have been proposed providing for the removal of three directors of Club 1872 and the appointment of six new Interim Directors. These resolutions have received considerable support from members and in sufficient numbers to require the Directors of Club 1872 to hold a poll of the membership. If successful, it is our intention to: · restore proper corporate governance to Club 1872 · arrest the decline in membership and put Club 1872 on a path to growth · put Club 1872 in a position to achieve its strategic aim of ownership of 25%+1 of Rangers. Thanks to their financial contribution, Rangers supporters who are members of Club 1872 currently hold around 20 million shares or around 5% of the shares in issue. However, the aspirations and goals set by Club 1872 to own 25%+1 of the shares are no closer now than they were at the inception of the organisation, 5 years ago. Against the background of what happened to our Club in 2012 and the difficulties experienced during the years that followed, we might have expected the highest of standards of governance and transparency from Club 1872. Instead, there has been a failure of corporate governance and an avoidance of dialogue with members. These failures include: · the creation of a new membership class and withdrawal of the £5 per month membership option, without approval of the membership · administrative expenses exceeding the allowed 5% of annual contributions without approval of the membership · the failure to publish minutes of director's meetings since September 2018 · the failure, since 2017, to submit annual accounts within the nine month deadline required by the Companies Acts In addition to these failures of governance, Club 1872 is failing in its core mission of achieving 25%+1 ownership of Rangers shares. They have: · failed to expand the membership. The contributions value in the annual accounts suggest that membership has fallen well below the last published figure of approx. 7,000 members · failed to meet funding targets leading to substantial dilution of the Club 1872 shareholding in Rangers. · failed to expand the legacy membership scheme which, based on the Club 1872 website, is declining rather than expanding · failed to engage in activity on projects since a member's vote in August 2018 The consequences of the above are that Club 1872, in its present form, will never meet its strategic goal of reaching 25%+1 of the Rangers shareholding or of raising sufficient funds to acquire the New Oasis shares (Dave King shares). It is our intention to restore governance to Club 1872 and provide transparency to members. We want to ensure Club 1872 engages in open, honest dialogue with members, with Rangers Football Club and the wider Rangers support. We want to re-energise and revitalise Club 1872, setting it on a path to achieve its mission. The proposed Interim Directors have a clear action plan for their six month tenure. Specifically, we intend to conduct a review including: · all available documents; including unpublished minutes · all legal agreements to which Club 1872 is party · recent efforts to grow the membership · Club 1872's financial position including membership numbers and contributions · the state of the current relationship between Club 1872, Rangers and other key stakeholders Within 90 days we will provide members with a status report summarising our findings with regard to the above. We intend setting up a simple communication process via the website, newsletter, or other media to keep all members apprised of any activity and to begin the process of reaching out to the whole Club1872 membership. We will identify how members might become more involved in the running of Club1872 and the promotion of activities and events and growing the membership. We will also engage with other, supporter’s organisations across Britain and abroad, to learn from their experiences of growing fan ownership; particularly those who have done so with considerable success. Following publication of the status report; we would focus on the development and communication of strategic 'roadmap' including: · changes to the governance structure to improve transparency, trust and confidence in Club 1872's ability to deliver the strategic objective of 25%+1 ownership of Rangers · an approach to attracting new membership, greater participation from Rangers supporters and increased funds which can be invested in Rangers · possible changes to the member/contributor structure to facilitate membership growth · realistic growth targets for both short and medium term (e.g. two years, five years In summary, the sole purpose of the Requisitioners is to improve the performance of Club 1872 to reach its stated goal of 25%+1 shares in Rangers. Each Requisitioner will be limited to a maximum term of six months, and each Requisitioner will sign an irrevocable undertaking to that effect. The nominated Chairperson would join the board purely in a non-executive, non-voting role. No Requisitioner will receive a payment of any kind, from Club 1872. None of the Requisitioners may stand for an election at the end of this six month period or for a period of four years thereafter.

Clarification from the Requisitioners. The following clarification was posted on Follow Follow. In the interests of inclusivity, we are posting it on here too. In the Board's statement, much is made of the role of Mr. Marshall. We have made it clear on multiple occasions that, if members vote in favour of our resolutions, he would join the board purely as the non-executive, non-voting Chairperson. Rather than a casting vote, he would have no vote at all. We are unsurprised that the current board should continue to misrepresent his role and make his presence the central plank of their advice and it's concerning that the board would seek to mislead the members in an official communication. We are also disappointed that, in bringing this vote forward at short notice, the incumbent's appear alarmingly unwilling to allow members the opportunity to review our roadmap and make an informed decision. Neither have the Requisitioners been afforded access to the Club 1872 mailing list in order to state our case for change. The Requisitioners will be making a full response in due course.

And I love you too :P

Did I mention that i spent a number of years with the venerable firm of Deloitte Haskins + Sells? ps. Deloitte are not really Deloitte. PwC are the original Deloitte

30 years of client service have provided me with a thick skin

I am not preaching financial armageddon. If you actually read my posts then you would see that I am saying we are going to run out of cash probably by December 2014 so we will need to raise new funds sometime next summer.

As I have already said, I expect the loss to be reduced. More retail revenue, more ST revenue, better cost control, etc.. But I do not expect the loss to go away. I just do not believe that we can bridge the gap in one year. We will still need more cash to fund working capital as well as for investment. My guess is that there will be some sort of share issue next summer. How that actually happens will depend on a number of factors.

Yep, you have overwhelmed my argument by a devastating display of facts and figures.

That is up to you. I don't really care either way.

I have had no contact with Paul Murray.

You can believe me or not believe re: institutions. I know for a fact that Laxey, Hargreave and Artemis are backing the requisitioners. Look you can stick your head in the sand if you want. But the numbers don't lie. We have a £14 million operational revenue/outgoings gap. That may be narrowed by some more cost-cutting and some more revenue. But it isn't going to get turned around overnight. Real life doesn't work that way. So we will burn through almost all of our cash by next April/May. We may well get an injection of a couple of million from retail and then we will get ST money which is £8 million - £10 million depending on whether there is a price hike. So that will probably get us through December 2014. But after that we will be skint if we do not get a new capital injection.

Grow up.