STATEMENT AND PUBLIC CENSURE OF THE RANGERS FOOTBALL CLUB PLC (IN ADMINISTRATION) (Market Message)
Rangers Football Club plc
PLUS Stock Exchange (“PLUS”) issues the following statement and public censure of The Rangers Football Club PLC (In Administration) (“Rangers FC”) pursuant to Rule 83 of the PLUS Rules for Issuers (“PLUS Rules”) and paragraph 15 of the PLUS Disciplinary Procedures:
The Regulation Department at PLUS has determined that Rangers FC is in breach of the PLUS Rules for Issuers. Specifically Rangers FC is in breach of Rule 71 of the PLUS Rules and Appendix 1, paragraph 18.
Rangers FC breached these provisions of the PLUS Rules by not disclosing in the announcement of Craig WHYTE’s appointment as a director of Rangers FC on 6 May 2011 that Mr. WHYTE had been disqualified from acting as a director for a period of seven years by order of the Supreme Court of Judicature on 13 June 2000.
Mr. WHYTE’s appointment to the board of Rangers FC and the failure to disclose Mr. WHYTE’s director disqualification were in the context of the acquisition by Wavetower Limited, a vehicle owned and controlled by Mr. WHYTE, of an eighty-five per cent stake in Rangers FC.
PLUS considers this to be a particularly serious breach of the PLUS Rules for the reasons stated below.
First, disclosure of Mr. WHYTE’s director disqualification was expressly required by the PLUS Rules. This is because the information is material to investors and other persons doing business with the issuer. Investors and others doing business with the issuer are entitled to such information to enable them to form a view on the nature and character of an issuer’s administration and management. The information relating to Mr. WHYTE goes to the reputation of Rangers FC's board of directors. Mr. WHYTE’s director disqualification may have an effect on the prospects of Rangers FC as an issuer traded on the PLUS-quoted market as well as on Rangers FC’s ability to raise further funding if required at a future date. The failure by Rangers FC to disclose this information has generated adverse publicity for Rangers FC which has harmed its interests.
Secondly, PLUS is a Recognised Investment Exchange under Part XVIII of FSMA 2000 and exercises regulatory functions with respect to the PLUS-quoted market including, but not limited to, the protection of investors and the maintenance of an orderly disclosure-based market. A consequence of non-disclosure by Rangers FC of information required to be announced by the PLUS Rules is that PLUS was impeded from exercising its regulatory functions.
Thirdly, the Regulation Department at PLUS and Rangers FC's PLUS Corporate Adviser met with officers of Rangers FC, including Mr. WHYTE on 8 November 2011. Before and after this meeting, PLUS and Rangers FC's PLUS Corporate Adviser had been requesting Rangers FC to make an announcement on a Regulated Information Service to disclose Mr. WHYTE's director disqualification. Despite this, no announcement was made by Rangers FC until 30 November. PLUS considers this delay to be unreasonable, and is evidence of (i) Rangers FC's deliberate, negligent or reckless attitude to the PLUS Rules, specifically Rule 71 and Appendix 1, paragraph 18 and (ii) Rangers FC's lack of willingness to correct the breach in a timely fashion.
Fourthly, PLUS takes seriously the failure of Rangers FC to disclose Mr. WHYTE's director disqualification to other regulatory bodies, namely the Panel on Takeovers and Mergers (Takeover Panel) and the Scottish Football Association. Whilst PLUS does not rely on any breaches of regulations other than the PLUS Rules to reach its decision, the lack of disclosure to other regulatory bodies further illustrates (i) that the failure to disclose was deliberate, negligent or reckless and (ii) Rangers FC's lack of willingness to make an announcement in a timely fashion.
The Regulation Department herewith censures Rangers FC pursuant to Rule 83 of the PLUS Rules and paragraph 15 of the PLUS Disciplinary Procedures. PLUS has also imposed a regulatory fine of GBP 50,000 (Fifty thousand pounds sterling) on Rangers FC. The amount of the regulatory fine has been determined taking into account a range of factors including, but not limited to, the seriousness of the rule breach and the circumstances of Rangers FC.
Notes for editors:
1. Rangers FC is admitted to trading on the PLUS-quoted market, a primary market regulated by the PLUS Stock Exchange.
2. Rangers FC was suspended from trading by PLUS on 9 January 2012 for breach of Rule 51 of the PLUS Rules relating to Rangers FC’s failure to file statutory accounts in accordance with the timetable dictated by the Companies Act 2006.
3. PLUS served a Warning Notice together with a statement of case on Rangers FC on 3 February 2012 in accordance with its disciplinary procedures. Rangers FC sought to challenge the Warning Notice on 14 February 2012 by referring the matter to the Disciplinary Committee but the Joint Administrators subsequently withdrew the referral on 23 February 2012. PLUS served a Disciplinary Notice on Rangers FC on 27 February 2012 imposing the fine and public censure.
4. PLUS has in recent times initiated a number of disciplinary proceedings pursuant to the PLUS Rules and Disciplinary Procedures resulting in sanctions imposed on issuers and member firms involving regulatory fines, public censures, suspensions/withdrawals of corporate adviser membership, including: Atlantic Law LLP (2008, public censure), Atlantic Law LLP (2010, loss of corporate adviser membership), Axiom Capital Limited (2010, loss of corporate adviser membership), William Albert Securities Limited (2011, loss of corporate adviser membership), HealthyDays Group plc (imposition of a regulatory fine on the issuer), and China CDM Exchange Centre Limited (imposition of a regulatory fine on the issuer).
For further information please contact:
Greentarget (Public Relations)
Jeff Watt +44 20 7324 5482
The Regulation Department
PLUS Markets Group plc
33 Queen Street
Tel +44 (0) 20 7429 7850
Fax: +44 (0) 20 7429 7802