Mike Ashley, Newcastle United’s owner and all-round corporate scumbag appears an expensive barrier to Rangers’ financial progress. When former RIFC director Chris Graham was proclaiming the skies over Ibrox free of massive clouds, Ashley had already formed his own ultra-massive, lucrative clouds. He reportedly invested £1m to buy three million RIFC shares before the now-infamous Initial Public Offer (IPO) in December 2012, a considerable personal investment in the context of the IPO, if not in the context of Ashley’s personal fortune, which made him Rangers’ third-largest shareholder.
There were also reports that Rangers could “borrow as many as nine Newcastle players” as part of this deal, which the SFA was “set to ratify…on the condition that Ashley owns no more than 10% of Rangers and has no personal role in the running of the club.” And the now-equally-infamous “deal” with Ashley’s sportswear giant Sports Direct (SD) was struck in August 2012, with Rangers’ then-CEO, Charles Green squeezing a little understatement into his characteristic bombast about “an exciting opportunity to drive revenues for Rangers,” adding “the deal will be beneficial to both parties.”
Yet subsequently, Ashley’s involvement went, ahem, off-the-radar, as Rangers’ financial problems went unreported in Scotland’s mainstream media until August 2013 (despite journalists such as the Daily Record’s Keith Jackson being “at the heart of the Rangers story since day one”). Ashley’s low profile lasted until his first crisis loans to the over-spending club last year and the concurrent revelations that he and Sports Direct were screwing Rangers out of revenues from which a football club would normally benefit.
Before Dave King saved Rangers last month (it was in all the papers, so it must be…er…), Ashley’s and SD’s deals, loans and directors were RIFC’s only hope of survival. Those desperate times called for desperate measures. And who could be more desperate, even some Rangers fans would argue, than Mark Dingwall. Dingwall is a former Rangers Supporters Trust (RST) representative and chief moderator of the “Follow, Follow” Rangers fans’ website (FF). He was often the surly git supporter in TV debates on Rangers before Graham added relative charm to the role (no, really).
Last Thursday, Dingwall, under his charming internet name Grandmaster Suck, told FF that he “became a Sports Direct shareholder” by buying “a single share in Sports Direct International.” This head-spinning corporate investment allowed him access to SD’s share register…or so he thought when he requested a copy on February 3rd. SD’s company secretary, Cameron Olsen, replied on February 9th, asking why he wanted the register. In his reply on February 16th, Dingwall expressed concerns over SD’s use of “zero-hours contracts” and Rangers’ “retail agreements” with the firm. He wanted to “canvass my fellow shareholders” on said concerns and quoted the Companies Act to support his right to request the register…and to receive it for free. “I would prefer the copy of the register to be in electronic form,” he concluded, in case SD were pondering sending it on parchment via carrier-pigeon. However: “The same day, SD lawyers made an application to the Companies Court in London” seeking permission to “not comply” with his request or “any future request (made by Mr Dingwall or any other person)” to access the register and allow shareholders to be contacted “without identifying the subject matter and purpose of such contact.” And they asked that “Mr Dingwall do pay (SD’s) costs.”
A hearing has been set for April 14th and Dingwall added: “I have had some free advice so far but with 14th April looming I think engaging a lawyer would be the sensible way to go.” And he started passing the proverbial hat around: “FF.com exists on a hand-to-mouth basis, we have no rich or mysterious backers nor plentiful sources of income… “If we can settle outside of court or are otherwise successful then the balance will be donated to charitable causes, after consultations with the donors.” SD’s actions resemble corporate bullying, almost for the sake of it. As Dingwall noted, SD “are looking to remove one vital right whereby shareholders can seek to enforce their rights by lobbying other investors in the company.” He admitted he wanted to contact shareholders to canvass support for “resolutions” on “zero-hours contracts” and “the retail agreements.” But did SD really have anything to fear from this?
Yet SD can easily label Dingwall’s request vexatious and apply the legislative defence that it was not “for proper purpose.” Dingwall enthusiastically quoted Section 116 of the Companies Act 2006 to support his claims on the “register and index of members’ names (which) must be open to the inspection of…any member of the company free of charge.” However, as one poster on the Celtic supporters’ “Kerrydale Street” (KDS) site forum noted, he overlooked Section 117 which allows a court to “direct a company not to comply with the request” if the court “is satisfied” that the request “is not sought for proper purpose.”
Dingwall raised the potential damage to SD’s share price from the “detrimental publicity” generated by his concerns. Yet his issues with zero-hours contracts were previously unheralded and his priority was clear from his letter to Olsen. He wanted to force a “review the terms of the retail agreements with RIFC plc to ensure that these generate sales revenue that benefits shareholders; rather than the current agreements which whilst appearing to be favourable are generating low sales volumes due to the level of hostility amongst the public to what are viewed as unfair terms.” On zero-hours contracts, he urged “an end to” them and… er… that’s it.
Dingwall occasionally crossed the line between clever and smart-arse and his response to SD’s request for a “fee of £65” would not have enhanced his credibility. He understood “that as a member of the company…such information should be available for free.” But he offered to send a cheque “if the company feels this is too great a financial encumbrance.” Dingwall’s bluenose mates would have chuckled at that. SD’s lawyers, more important players here, would not. Also, FF’s previous opposition to SD was demonstrably less concerned with “the long-term interests of SD shareholders.” Last May, a “red and black protest shirt”, an idea which emanated from FF, was launched to raise funds to buy RIFC shares in the then-forthcoming share issue to existing shareholders, with the RST given responsibility, as an existing shareholder, for these purchases.
The “protest” seemed, in part at least, designed to provide damaging competition to SD’s own Rangers shirt sales. But this element was played down (not helped by the @protestshirt twitter handle) as fans noted that however little RIFC made from SD shirts, they would make nothing at all from the FF ones.
Many fans linked Dingwall to the operation (one fans’ site thread was entitled “red and black Dingwall kit”). This was not a plus, as many Rangers fans consider him a “bit of a Dingwall” for various, mostly financial, reasons which need not detain us here. But even if Dingwall was not personally involved, SD are likely to be able to use FF’s link to such activity as proof of his improperly purposeful motives. Dingwall said “sensible shareholders dissatisfied with the performance of a company should be able to seek out other shareholders and canvass their opinions,” and he accused SD of seeking “to set the precedent that neither I nor any other shareholder can in the future obtain a copy of the register.”
Cynics might joke that his case collapses at “sensible.” But his “dissatisfaction” is clearly with the performance of RIFC, not SD. SD’s share price has dropped by 30% since last April. Yet it rose 30% in the three months immediately before Dingwall’s concerns that “detrimental publicity” caused by RIFC’s retail agreement “may damage the share price.” More recent falls were more likely due to the “detrimental publicity” caused by SD actions in January. Eighty warehouse staff in Ayrshire lost their jobs after SD called administrators (Rangers-favourites Duff & Phelps no less) into SD-subsidiary West Coast Capital, which owned 28 stores in the SD-owned USC fashion chain. After some legal but ethically repugnant moves, SD repurchased the stores via another subsidiary, Republic, while the taxpayer footed the redundancy bill.
SD were branded a “backstreet outfit” as a result, a phrase which splashed across the Scottish and English media and was clearly “detrimental publicity” even if it was a Tory MP saying it. But about all of this, Dingwall expressed no concern. And SD are not setting any precedent over access to their register, merely exercising their right, in law, to refuse him access on the grounds that he has mischief in mind. Which, of course, he has. In a June 2007 article quoted on the KDS forum, Elizabeth Brownsdon and Sarah Timms of law firm Bird and Bird detailed the background of the Companies Act amendments which allowed SD to act against Dingwall. The “proper purpose” caveat came from “concerns that these rights (to examine shareholder registers) have been abused in the past.” Their first example of such abuse was “using intimidation of shareholders to force a company to withdraw from a contract.” And SD’s lawyers could be forgiven for highlighting Rangers fans’ recent history of attempted intimidation of those they see as enemies.
My reaction to Ashley’s activities has often been “he can’t do that, surely?” Plenty of his Rangers manoeuvring has fallen under that category. So Rangers fans should seek legal advice and, if required, redress on such matters. However, they could have been far cleverer here, not least by keeping fan activists, Dingwall perhaps especially, approximately one million miles away. His “concerns” about SD’s welfare would have more (i.e. some) credibility without his & FF’s antagonism towards Ashley and SD. It would also have helped if he had demonstrated some understanding of zero-hour contracts, rather than simply asking for “an end” to them. One suspects that SD may test his employment law expertise should he ever get to court. And his failure to cite SD’s shameful treatment of its Scottish staff at USC was a major tactical blunder which exposed his real priorities.
If you wanted to apply moral pressure to shareholders of firms like SD, the contracts and redundancy issues would surely be stronger than the distribution of merchandise income. The latter is important to a football club. But in the world at large, it isn’t THAT important. There is plenty of joy to be taken from an SD defeat, although many fans are relishing the prospect of Dingwall’s demise (with some expressing shameful delight at the prospect of him taking an internet name like “Grandmaster Suck” into a custodial sentence). And SD may yet lose. But Dingwall has taken over five weeks to organise proper legal representation, which suggests a poor grasp of his situation. And, just now, the whole affair smacks of a missed opportunity, clumsily-handled.
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