TIDMRFC
RNS Number : 3529J
Rangers Int. Football Club PLC
02 April 2015
2 April 2015
Rangers International Football Club plc
("Rangers", "The Group" or the "Company")
Cessation of listing on AIM and transition to a new Exchange
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 www.rangersinternationalfootballclub.com
on arrangements for the transition to a new Exchange.
JP Jenkins
The Company is pleased to announce that, in order to allow the
trading of ordinary shares in Rangers after delisting, the Company
has appointed JP Jenkins to provide a matched bargain dealing
facility.
JP Jenkins is a trading division of Peterhouse Corporate Finance
Limited, which is authorised and Regulated by the Financial Conduct
Authority, a Member of the London Stock Exchange and an ISDX Growth
Market Corporate Adviser and a GXG Adviser.
Shareholders who wish to buy or sell ordinary shares in the
Company through JP Jenkins must do so via a stockbroker; JP Jenkins
is unable to deal directly with members of the public.
Further information about the matched bargain dealing facility,
including indicated prices and a history of transactions, will be
available on the J P Jenkins website which is located at
www.jpjenkins.ltd.uk
Ends
For further information please contact:
Rangers International Football Club plc Tel: 020 7148 6143
Paul Murray
Newgate Tel: 020 7148 6143
Roddy Watt
This information is provided by RNS
The company news service from the London Stock Exchange
END
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