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Rangers blame past regime for being kicked off stock exchange

5 years ago

Rangers have released a public statement confirming that they have been kicked off the AIM stock exchange.

The new board have claimed that they passed all the tests including the fit and proper person test for Dave King and the other current directors.

However, they have stated that they have been denied the chance to appoint a Nomad (nominated adviser) because of the actions of the past regime and complaints to the AIM relating to past conduct.

A NOMAD is a prerequisite to trading on the AIM market.

The Rangers board claim that the delisting isn’t necessarily a negative and that they will be making alternative arrangements for share trading.

The Rangers interim Chairman Paul Murray earlier this week said that they accepted the club had to work closely with Mike Ashley and Sports Direct if they were to move forward, with SD being their key commercial partner.

No doubt Mike Ashley will be watching all this unfold and seeing how he can benefit from the continuing chaos surrounding Rangers.

The key sentences in the Rangers statement highlighted below.

Rangers Official Statement:

On 4 March 2015 the Company announced the suspension of trading on AIM following the resignation of its Nominated Adviser (“Nomad”), WH Ireland. The resignation was unexpected, as WH Ireland had previously indicated that  it would assist the Company in effecting a smooth handover ‎to a new Nomad following the General Meeting on 6 March.

During the course of the last month, the new Board of Directors has been working hard, to a tight timescale, with a prospective new Nomad to complete an appointment.

Unfortunately, it has become apparent that this will not be possible.

There are two aspects to the due diligence that Nomads have to carry out before they accept appointment. Firstly, they have to be satisfied with the “fit and proper” status of the Board of Directors of the Company seeking to make the appointment. Secondly, they have to be satisfied that there are no reputational and / or historical issues with the profile and nature of the Company seeking to appoint which might adversely impact on the Nomad.

The prospective Nomad completed its checks on the “fit and proper” status of the existing and the proposed additional director of the Company and confirmed to the Company that it was satisfied on both fronts.

It then carried out its own assessment of the Company’s profile over the last several years and the issues which had been encountered. We understand this process involved discussions with the Exchange. We were advised that, following this process, the prospective Nomad was unable to take up appointment. We also understand that any alternative Nomad is liable to encounter similar difficulties and therefore the Company requires to terminate its listing on AIM. This is no reflection on the current Board or on the financial condition or prospects of the Company. It is simply the result of the well documented failings in corporate governance and management of those who previously controlled the Company. The Company understands that this resulted in AIM receiving more complaints about the Company than any other company on its Exchange over the last year. We appreciate and understand the difficulties this presented for AIM.

It is expected that cessation of the listing of the Company’s shares on AIM will become effective from opening of business on 7 April 2015.

The Company would wish to advise shareholders of the effect of the withdrawal of its listing on AIM (“delisting”)

There is no reason why delisting should adversely impact on the value of the Company’s shares or on the Company’s financial condition or prospects.

Indeed, we set out below a number of reasons why delisting may improve the Company’s financial performance, delivering additional value to Shareholders. Nor does the cessation of listing on AIM prevent shareholders transferring shares to each other privately. What it does effect is the ability of shareholders to transfer shares on a public platform.

Accordingly the Directors of the Company are in discussions designed to secure an alternative trading facility for the Company’s shareholders. One option would be for the Company to list its shares on ISDX. ISDX is the successor to the Plus platform (where The Rangers Football Club plc’s shares were traded in the past) and offers a quotes driven market for shares. The shares of Arsenal are listed on ISDX.  The discussions are proceeding positively and both of the platforms with which the Company is in discussion have indicated that they are keen to see the Company admitted.

The Board is in the process of evaluating the merits of each platform and anticipates reaching a decision and commencing arrangements for a listing over the next few weeks. Both of these platforms will allow shareholders to trade their Ordinary Shares in a transparent manner.

Until a listing on one of these platforms can be achieved, the Company has put in place arrangements to allow shareholders access to a matched bargain trading facility with JP Jenkins. JP Jenkins was a founding member of the AIM and Ofex markets. JP Jenkins already has a football connection, as Millwall’s shares are traded through their facility. Further information on the JP Jenkins service is set out below.

We recognise that a number of shareholders value the benefits of an AIM listing. That is why the Board put so much effort into the appointment of a new Nomad. We regret that, because of the past actions of those with control of the Company, this has not been possible but would hope that the vast majority of shareholders will have their requirements satisfied by the trading platforms that the Company will offer.

We also believe that there are significant benefits to the Company of not being listed on AIM.

These include:

The removal of the disproportionate amount of  senior management time spent on maintaining the listing.

The saving of significant professional fees associated with the Admission (legal, accounting, LSE and nominated adviser)

Crucially, it is the Board’s view that the Company’s future capital requirements can be met by shareholders who are not concerned about the absence of an AIM listing‎.‎

Upon the delisting the Board will ensure that the highest levels of corporate governance are maintained. It will also ensure that the Company’s CREST facility continues.

The Board will update shareholders regularly in the press and on the Company’s website at on arrangements for the transition to a new Exchange.


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