The shareholders who were seeking boardroom change at Rangers claim the club’s broker blocked their compromise agreement with the current directors.
Rangers announced on Thursday that a requisition to remove three directors and appoint Paul Murray and Frank Blin to the board had been withdrawn in return for a guarantee that their annual general meeting would be held before the end of October.
The two groups had appeared close to an agreement the previous week when Rangers released a statement claiming that Murray, Blin, Sandy Easdale and John McClelland would be appointed to a new nine-man board. But the “requisitioners” then denied agreeing to a vote of confidence in the current board.
Talks continued but broke down this week as signalled by the club’s statement to the London Stock Exchange, and Blin has now withdrawn from the entire process.
The disgruntled shareholders have now said that Strand Hanson, the club’s nominated advisor (Nomad) and broker, vetoed any deal but did not explain why.
The fate of the current five-man board - Craig Mather, Brian Stockbridge, Bryan Smart, James Easdale and Ian Hart - now rests with the shareholders at the AGM.
In a statement released, a spokesman for the requisitioners said: “We embarked on this exercise seven weeks ago at the request of shareholders speaking for 28% of the club’s shares.
“They had concerns over a lack of corporate governance and financial transparency at the club and they wanted those issues addressed by the appointment of Paul Murray and Frank Blin to the board and the removal of Craig Mather, Brian Stockbridge and Bryan Smart.
“Two significant events have occurred since we started this process. Firstly, Walter Smith resigned as chairman and secondly, the board informed us that the Easdale family had secured control over a significant minority of the club’s shares.
“As a result we came to the conclusion that the best way to secure a stable board and avoid further shareholder challenges was to negotiate a compromise with the board.
“We have engaged in compromise discussions for the last three weeks. A key element of any compromise was that we could not give any guarantees to the current board members. It is democratic and fair that all directors, existing and new, will have to offer themselves up for a re-election vote at the AGM in October.
“On this basis we agreed a compromise agreement with the board but on Monday evening they informed us that the Nomad, Strand Hanson, were refusing to approve it. Despite repeated attempts by us, Strand Hanson have refused to engage with us to explain the reasons for their stance.
“With compromise impossible we have continued discussions over the last few days with a view to combining the AGM and the GM. These discussions broke down on Wednesday when the board refused to agree to our request that no further board members could be appointed in the run-up to the AGM. Without this protection Paul Murray and Frank Blin would have been uncertain as to what board they might be joining. As a consequence, Frank Blin will not seek election to the board and will have no further involvement.
“In addition, the board informed us yesterday that Strand Hanson were not prepared to support Paul Murray’s election to the board at the AGM. Yet again they have refused to engage with us to explain their reasons.
“On the basis of the constantly changing circumstances and the lack of consistency in people’s positions we have therefore decided to withdraw the requisition. We have done this on the condition that the AGM is held no later than 31 October.
“We now believe that the AGM will provide the platform for the shareholders to decide who should lead the club. All the directors will have to offer themselves for re-election and we would encourage all shareholders to vote and show whether they have confidence in the current board or not.”
Strand Hanson were unavailable for comment.
The company was appointed by Rangers on July 9, replacing Cenkos Securities, on the same day as former chairman Malcolm Murray and Phil Cartmell left the board and James Easdale was appointed.