The Rangers Community Share Issue

Transcription

1 The Rangers Community Share Issue Intro We are asking people to invest in a fund which has the sole purpose of acquiring a significant stake in the Club. Why We believe that the Club is best owned democratically by the Rangers Community and every share we buy as a community is a step towards that goal. 1 P a g e

2 PLEASE READ THIS IMPORTANT INFORMATION FIRST The Society and the Board accept responsibility for the information contained in this document. To the best of the knowledge of the Society and the Board (who have taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and contains no omission likely to affect its substance. Prospective purchasers of shares should read the whole text of this document and should be aware that the intended outcomes of a purchase of shares involve significant risk. You are advised to read in particular, the sections of this document headed How it will work, The detail and Risks (pages 5, 8 and 11). Our share offer is exempt from the Financial Services and Markets Act 2000 or subsidiary regulations; this means you have no right of complaint to an ombudsman. A community benefit society is registered with but not authorised by the Financial Services Authority and therefore the money you pay for your shares is not safeguarded by any depositor protection scheme or dispute resolution scheme. As the whole of your purchase of shares could carry a risk, please consider it carefully in the context of the complete share offer document, and if needed seek independent advice. 2 P a g e

3 The Rangers Community Share Issue Background Our football Club stands at a decisive and transformative point in its 140 year history. Our support has backed the Club at every step throughout those 140 years and our only wish is for the success of the Club, both on and off the pitch, to return and for our Club to get back to the days we can be proud of. No Rangers fan needs reminded of the mistakes by those in the privileged position of owning our Club and we now must act to ensure we look to the future with integrity knowing those mistakes are not made again. There is no doubt that we can emerge from this period and write new and successful chapters in our story and ensure the mistakes of the past are not repeated. We want a Rangers that is credible and accountable to its supporters. We want a Rangers that is sustainable and secure and one that has the success of the Club on the pitch and in its community as its priority. The new Rangers Supporters Community Share Issue has the backing of many supporters. Its aim is straightforward to purchase a substantial interest in our football Club and put the control firmly in the hands of those who it means most to, to harness that collective passion ensuring we never again suffer from the actions of a small group of individuals. The scheme is run by the Rangers Supporters Trust which is structured on a one member, one vote basis. It will be affordable and set up to accommodate contributions of all levels. Decisions will be made by a board of directors that reflect the supporters aspirations and ambitions. For the first time ever there will be real accountability for the decisions made. We will live within our means and will explore new and innovative ways for the fans to support to the Club and for the Club to be involved in the community. Achieving a substantial interest would allow us to propose that traditional funding methods for the Club such as season tickets and merchandising, which will remain a major part of the Club s income, are supported by the introduction of a member agreed, on-going monthly membership scheme providing an additional, sustainable source of funds for the Club to be used for whatever purpose you decide. This would provide a new, important income stream for the Club in the way that is already successfully used by some of the world s other massive football clubs and is the model upon which the future of football clubs will be based, particularly with the implementation of UEFA s Financial Fair Play Regulations. 3 P a g e

4 But what we have to do first is to buy a stake in our Club. When we have that Rangers fans will have a direct say, for the first time ever, in how the Club is run. The RST do not want to run the football club what we want is industry professionals who can do that for us but who are accountable to the fans, collectively our voice will matter for the first time. We want to approach the Club in a professional way from a position of strength; we are committed to our long term aim of controlling the Club but we will only buy any stake on terms which the Board consider to be sustainable in the long term. The passion of the Rangers support is undiminished and has been renewed by the challenges facing us and obstacles we have to overcome. Rangers is the team of our fathers and mothers and our grandfathers and grandmothers. Let s seize this opportunity and make it our Club. Only then can we be sure of passing it, safe and healthy, into the hands of our children. 4 P a g e

5 How it will work building up the fund PLEASE READ THIS CAREFULLY Money invested in the scheme will be used solely for the purchase of shares in The Rangers Football Club Ltd (Rangers FC) (on successful listing this will become Rangers International Football Club plc). There isn t a target we wish to raise only a target objective (obtaining over time control of the Club in a sustainable way) and the fund will be kept open on an on-going basis until this target objective is met We are asking the Rangers Community to invest in the Rangers Supporters Trust (RST) which is incorporated as a Community Benefit Society registered under industrial and provident society legislation with the Financial Services Authority. You must join the RST to participate in this initiative as the legislation requires that we are bound together as members All Rangers supporters are invited to buy specially issued shares in RST known from here on in as Community Shares Each share is priced at 125 making it affordable for many of our supporters You may purchase up to 160 shares (a total value of 20,000) in accordance with the legal requirements of the scheme. We would urge you to buy as many shares as you can afford We would hope to obtain agreement from the Club that we can buy shares en bloc (as the RST) prior to the public listing of the Club on the Alternative Investment Market if we achieve a high volume of subscriptions prior to the IPO launch. To do this we would have to advise the Club and their Nominated Advisors, Cenkos, that it was our intention to do so in advance of any offer being made by us. With your investment we are aiming to purchase a substantial shareholding before the Club is listed. The terms of any investment will be negotiated with the Club by the Board and the Board will only approve a purchase if it believes that (1) the price per share is realistic (2) the Club will be in a sustainable financial position and (3) the arrangements are consistent with the long term aim of securing control of the Club for the benefit of the community it serves The proposed purchase price of each share at the pre-ipo price is 1 per share with a purchases in blocks of 500 shares and we will (subject to the conditions in the previous paragraph) be buying for you collectively We intend to continue to buy shares post listing on the Alternative Investment Market (again subject to the conditions set out above), as you further invest in the Community Share Issue, until the target objective is met If shares in the Club are listed on any public market then our approach may need to be adjusted to take into account regulations which will apply in that situation. In particular RST (in addition to applying the conditions set out above) would not acquire shares which might oblige us to make an offer for the entire Club unless the Board was satisfied that RST was in a position to fund and carry through such an offer 5 P a g e

6 Community Share Issues carry no additional voting rights in RST, your investment is in the interests of securing the future of our Club and irrespective of the number of shares you can afford everyone will have one vote Community Shares are withdrawable with the consent of the Board. Up to the point at which RST has a majority shareholding in the Club the Board intends to permit withdrawals at any time (on one month s notice), provided it can be done without financial cost to RST. Withdrawals, if possible, during this period, will be funded by the sale of RST s shares in the Club 6 P a g e

7 How it will work the fund has enough money to acquire control of Rangers FC The target objective of the Community Share Issue is for the Club to be controlled by the supporters. It may take many years to acquire enough shares to be in this position but if a point is reached at which the Board could, by agreement of by operation of the rules of a public market, give the support control of Rangers FC through RST using the money in the scheme, all Community Shareholders will be written to with a detailed outline of how the Club would run. At this point the Board would aim so far as possible to permit participants who wished to do so to withdraw their shares as it would be highly likely the Board would not be able to consent to the withdrawal of shares in the first few years of the Club operating under supporter ownership. It would be misleading to speculate on how the Club would be run when we reach the target objective, in fact that will be up to you the supporters and Community Shareholders so that is why that detail must follow later, but we can confirm that in keeping with the Community Benefit model in which the funds are held the following principles would be enshrined; Rangers FC would be owned through RST on a one member one vote basis Membership would be affordable and open to all of the Rangers FC community The Club would be run sustainably In addition, whilst there would be no guarantee, we would aspire to the following for investors who kept money in the Community Share Issue to enable the acquisition of Rangers FC We would hope to repay all participants who invest in the scheme at some point in the future should they want to leave We would hope to share in the success of the Club by paying a small amount of interest to participants should the Club be able to afford it In each case, under the Rules of RST, the Board will decide on repayment or payment of interest having regard to the long term interests of RST, the need to maintain prudent reserves and RST s primary commitment to community benefit. 7 P a g e

8 What is a Community Benefit Society? A Community Benefit Society is a recognised legal form. It arises when a group of like-minded people come together to carry on a business which has wider community and social development aims. It is a not for profit organisation run by its members and is recognised as a real alternative to the company structure which is the way the majority of football Clubs are owned. The Community Benefit Society raises capital by issuing shares to its members who share in its vision. Our vision is straightforward and unambiguous: The democratic ownership of Rangers Football Club by the Rangers Community so that the Club plays its proper role in the community it serves. Why democratic ownership? With regulatory change in the air, such as Uefa s Financial Fair Play, there is a growing shift of clubs in the UK running more responsibly and involving supporters in their ownership structures. This enables the club to play a responsible role in its community but it also offers benefits in sustainability. Aside from the added protection it can offer, having supporters as a check and balance, it also offers the opportunity to get a competitive advantage with better communication and trust leading to organisational and business benefits. Many European clubs are already ahead of the curve; famously, supporters in Germany are protected by the 50+1 in favour of the members association (similar to RST). But it s far from just a protection; this ownership model has huge revenue potential. German Clubs lead the way in Europe with the highest average attendances in any league (for the last nine seasons) and collectively they have comfortably the highest commercial revenue of any of the big 5 leagues. This commercial success has allowed a football supporter watching top flight German football to follow their team for less than 20 Euros a game. More and more supporters in the UK are waking up to this model of ownership and want it at their clubs but few have the chance to make it work like we do at Rangers. Our community is huge - working collectively is our strength. 8 P a g e

9 The Detail The shares which are being issued are Capital Funding Shares in accordance with rule 16 of the Society s rules. The shares are issued in accordance with rule 21 of the Society s rules. The Board has approved the following terms for the share issue: The minimum purchase of shares is 125 and members can invest up to a maximum of 20,000 Should you be fortunate to be able to invest more towards our aim please contact us directly at invest@buyrangers.org Shares may be purchased by anyone over the age of 16 or by an incorporated body or by a firm The commencement date for this offer is 1 st November 2012 with shares available from 1 st December The share offer will remain open until the objective of the scheme has been met securing majority ownership of the shares in Rangers FC. No interest will be paid on the shares and any interest accrued by the Society will be used to administer the scheme first and then to further the aims of the Society. The shares are withdrawable with the consent of the RST Board. The Board intends, provided it can be done without a financial cost to RST to permit withdrawals subject to one month s notice in writing in the period up to the point at which RST acquires the majority of the shares in the Club. Thereafter, it is likely that there will be a period of at least three years during which the Board will not be able to consent to withdrawals. Application to withdraw shares must be made to the Board in the prescribed form (appendix iii). As the shares are issued by a corporate body, you have no liability beyond the value of the shares you buy. Shares cannot be transferred or sold. On the solvent dissolution or winding up of the Society, holders of shares will have no financial entitlement beyond payment of outstanding interest (if any) and repayment of paid-up share capital. The Rangers Supporters Trust is a Community Benefit Society and has a registered name of the Rangers Supporters Society Ltd with the Financial Services Authority. RST completes a regulatory return annually and you can check our returns at 9 P a g e

10 RST is owned by you, its members, and managed by a Board of Directors (the Board) elected by you. To invest in the Community Share Issue you must be a member, which also gives you other benefits such as being able to stand for election to the Board of RST and to have a vote in key decisions of the organisation. Every share you buy will help to progress toward the target objective although you will still only be entitled to one vote which ensures every one of us has a democratic voice irrespective of how many shares we can afford. The money invested into the Community Share Issue will be paid directly or via RST into a bank account operated by our solicitors Cobbetts LLP on the terms set out on the application form for shares with Lloyds TSB, King Street, Manchester, M2 4LQ, and managed by the RST Finance Committee to oversee your affairs. The members of the Community Share Issue Finance Committee include our treasurer, 4 members of the Board and several prominent members of the Rangers Family who do not serve on the Board. This ensures arm s length accountability for you at all times. If you require any further information in this respect you can check the Money Made Clear website ( or info@communityshares.org.uk. There is also more information and FAQs on our website The Community Share Issue is not designed as an investment and will not give you any financial return in the short term. If the objective of acquiring a majority stake in the Club is met, there is the possibility that interest could be paid in the future but this cannot be guaranteed, and more information would be provided at the point at which the acquisition was possible. The sale of these shares is not regulated by the Financial Services Authority because it is considered to be for the benefit of its members for the good of its society and not for financial return. The constitution of RST contains a statutory asset lock. This means that our assets can only be used for the benefit of our community and this cannot be amended by resolution. The assets of the Society can only be transferred to another organisation with a similar asset lock subject to three quarters of the members voting to dissolve it. The only payments a member may receive from the society is repayment of withdrawable shares or a small interest payment (capped at 2% above bank clearing base rate) should RST ever be in a position to pay interest. This commitment reflects our mutual purpose and is the basis upon which the shares are being issued. 10 P a g e

11 Membership As Community Shares can only be issued to RST members, any applications to buy shares by an individual whose RST membership has expired will be returned to the lapsed member with a reminder to renew membership. In the event that a member that has invested in the scheme fails to renew their RST membership, their funds will remain invested in the scheme until a request to withdraw is made meeting the terms of the scheme. The Society offers two types of membership: 1. Annually renewable - 10 per annum 2. Lifetime Membership is available from the RST website and the buyrangers.org website and applications will be accepted alongside an application to invest in the Community Share Issue. 11 P a g e

12 Risks This document contains certain forward-looking statements that are subject to risks and uncertainties, in particular statements regarding our plans, goals and prospects. RST s actual results and operations could differ materially from those anticipated in such forward looking statements as a result of many factors including the risks faced by the society which are described in this section and elsewhere in this document. These statements and the assumptions that underlie them are based on the current expectations of the Board and are subject to a number of factors, many of which are beyond their control. As a result, there can be no assurance that actual results will not differ materially from those described in this document. The Board of RST has identified and considered some of the risks of this initiative. This list is not designed to be exhaustive but we have intimated what we consider to be the appropriate action to be taken to protect the Society s assets: The owners of the Club refuse to offer shares for sale to the value of the fund The Board is likely to be able to consent to withdrawals of money held by RST at any time up to the point at which shares are bought we will continue to buy shares post listing or in other ways if the listing does not go ahead in pursuit of our objective Investment into an already insolvent business No investment by RST will be done without legal & financial due diligence commissioned by the Board Guarantees will be required as to the state of the finances of the Club and ownership of all Club assets you the supporters, the members will have the final say on our investment strategy All participants of the Community Share Issue will be written to should we reach a point of acquisition being given an opportunity to apply to withdraw before there is likely to be a suspension on withdrawals. The document will cover what is being bought, and how the Club will be run post acquisition The RST Board will take all reasonable steps to ensure it doesn t present an opportunity to invest in an insolvent business without ensuring it has adequate resource to take corrective action and competency to mitigate financial risk and move the Club towards being debt free The current owners go into administration RST needs to be in a position very quickly to negotiate with administrators we aim to negotiate regular financial reporting to us in return for our initial investment and your appointed board will report to you as to the financial health of the Club Professional competency must be engaged/employed immediately 12 P a g e

13 The share price falls after being listed on the Alternative Investment Market Provided appropriate terms can be negotiated, pre-listed shares will be purchased at 0.70* subject to a minimum of 500 per transaction. Following listing the value of each share may fall significantly reducing the value of the RST members holding and also the value of the Club - we are exposed to market forces in this respect as is the Club We recognise collectively that our investment is not for financial gain but in order to put the Club in the right hands in the interests of the community it serves *updated from 1.00 following Club prospectus release. 13 P a g e