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Business Wire
4 days ago
- Business
- Business Wire
Graanul announces entry into an agreement with 50% of noteholders for an extension of the maturity of €630 million aggregate principal amount of its Existing Notes to 2029
LUXEMBOURG--(BUSINESS WIRE)--Cullinan Holdco SCSp (the ' Issuer ', and together with its subsidiaries, ' Graanul ' or the ' Group ') is pleased to announce that it has entered into a transaction support agreement (the ' Transaction Support Agreement ') with noteholders (the ' Participating Holders ') collectively representing 50% of the aggregate principal amount of its (i) 4.625% Sustainability-Linked Senior Secured Notes due 2026 (the ' Existing Fixed Rate Notes ') and (ii) Sustainability-Linked Senior Secured Floating Rate Notes due 2026 (the ' Existing Floating Rate Notes ' and, together with the Existing Fixed Rate Notes, the ' Existing Notes '), to proactively address the Group's capital structure and create a clear maturity runway until 2029 while the Group negotiates new commercial contracts (the ' A&E Transaction '). The key terms of the A&E Transaction include a 3-year extension of the maturity of the Existing Notes to October 15, 2029, in return for enhanced economics and fees as well as certain other amendments to the indenture governing the Existing Notes (the ' Existing Indenture '). Pursuant to the Transaction Support Agreement, the Issuer and the Participating Holders have agreed to implement the A&E Transaction either by amending the Existing Indenture with the consent of noteholders representing at least 90% of the aggregate outstanding principal amount of the Existing Notes, or through a scheme of arrangement under Part 26 of the Companies Act 2006 (the ' Scheme '). Accordingly, the Issuer has launched a solicitation for consents (the ' Consent Solicitation ') to amend the Existing Indenture to implement the A&E Transaction and to support commencement of the Scheme (the ' Scheme Solicitation '). Any Eligible Holders (as defined below) that elect to participate will thereafter become Participating Holders and will also be required to accede to the Transaction Support Agreement. The Transaction Support Agreement obliges each of the parties thereto (including those that subsequently accede to it) to provide approvals and take actions as required to implement the A&E Transaction, subject to the terms of the Transaction Support Agreement. The obligations of the parties under the Transaction Support Agreement will automatically terminate on the earliest of: Parties to the Transaction Support Agreement also have the ability to terminate the Transaction Support Agreement in other circumstances including where the A&E Transaction is not capable of implementation prior to the 'Long-Stop Date'. The full details of the A&E Transaction, the Scheme, the Consent Solicitation and Scheme Solicitation are provided in the consent solicitation statement dated July 25, 2025 (the ' Consent Solicitation Statement ') issued by the Issuer. This announcement is a summary of the Consent Solicitation Statement only. It highlights selected information contained in the Consent Solicitation Statement and does not contain all of the information that you should consider before making a determination with respect to the Scheme, the Consent Solicitation or Scheme Solicitation. Capitalized terms used but not otherwise defined in this press release have the meaning given to them in the Consent Solicitation Statement. The key terms of the Consent Solicitation and Scheme Solicitation are as follows: Eligibility to Participate The Consent Solicitation and the Scheme Solicitation are directed only to those holders of the Existing Notes (the ' Noteholders ') who are either (i) 'qualified institutional buyers' (as that term is defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the ' U.S. Securities Act ')), transacting in a private transaction in reliance upon an exemption from the registration requirements of the U.S. Securities Act, (ii) institutional 'accredited investors' (within the meaning of Rule 501(a)(1), (2), (3), (7), (8), (9), (12) or (13) under the U.S. Securities Act) or (iii) holders who are not U.S. persons (as defined in Regulation S (' Regulation S ') under the Securities Act) transacting outside of the United States in an offshore transaction, as defined in, and in reliance on, Regulation S (provided that, if such persons are resident in (i) a member state of the European Economic Area, they must be 'qualified investors' (within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the ' Prospectus Regulation ')) or (ii) the United Kingdom, they must be 'qualified investors' (within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) (each such Noteholder, an ' Eligible Holder '), unless the Issuer in any instance otherwise agrees. Consent Solicitation to make amendments to the Existing Indenture and the Existing Notes The Issuer proposes to amend the Existing Indenture as follows, depending on the level of consents received in the Consent Solicitation: (a) Proposed 50% Amendments. In case Noteholders representing a majority but less than 90% of outstanding Existing Notes consent and subject to the Scheme Condition being satisfied, the Existing Indenture and the Existing Notes may be amended to: (A) permit a Guarantor to become a co-issuer of the Existing Notes or permit the addition of a newly incorporated English entity in the Group as a co-issuer of the Existing Notes, (B) change the governing law of the Existing Indenture, the Existing Notes and the Existing Guarantees to the laws of England and Wales (and permit any related or necessary resulting changes), (C) include a non-exclusive English jurisdiction clause, and (D) provide that the amendments referenced in (A) to (C) above (collectively, the ' Scheme Amendments ') will automatically cease to be effective and operative in all respects (and the Existing Indenture will read as though the Scheme Amendments had never been given effect) if the Transaction Support Agreement is terminated in accordance with its terms (other than on the Transaction Effective Date (as defined in the Transaction Support Agreement)), (collectively, the ' Proposed 50% Amendments '); and (b) Proposed 90% Amendments. In case Noteholders representing 90% or more of outstanding Existing Notes consent, the Existing Indenture and Existing Notes will be amended to: Maturity of the Existing Notes. The maturity date of the Existing Notes will be extended to October 15, 2029 (but no changes to the economic terms of the Existing Notes (including in respect of the rate of interest and the interest payment dates) will be made). Covenant Amendments. Disapply substantially all of the restrictive covenants and certain events of default in respect of the Existing Notes as described in more detail in the Consent Solicitation Statement. New Notes. Immediately after giving effect to the above, establish two series of new notes under the Existing Indenture on the Settlement Date, which will replace the Existing Notes of all Participating Holders accepted for settlement on the Settlement Date, and will be designated as new floating rate senior secured notes due 2029 (the ' New Floating Rate Notes ') and new 8.50% senior secured notes due 2029 (the ' New Fixed Rate Notes ', and together, the ' New Notes '). Terms of the New Notes. Among other things: Aggregate Principal Amount: the aggregate principal amount of the Supporting Notes accepted for settlement on the Settlement Date less the Participation Consideration (described below), plus, if applicable, the aggregate amount of the Early Consent Consideration (described below) paid in the form of New Notes. Maturity: October 15, 2029. Interest: New Floating Rate Notes: three-month EURIBOR plus a margin (such margin to be calculated (i) at the Expiration Time in the event in the event Noteholders representing 90% or more of outstanding Existing Notes consent prior to the Expiration Time or (ii) two Business Days following the date of the Scheme Sanction Hearing in the event a Scheme is implemented), representing a yield of 8.50%, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, beginning on the Settlement Date, plus an amount equivalent to a coupon uplift of 2.50% payment-in-kind per annum accruing in the form of a premium payable upon repayment, redemption or repurchase of the New Floating Rate Notes; and New Fixed Rate Notes: 8.50% cash interest per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on the Settlement Date, plus an amount equivalent to a coupon uplift of 2.50% payment-in-kind per annum accruing in the form of a premium payable upon repayment, redemption or repurchase of the New Fixed Rate Notes. Accrued and Unpaid Interest: in respect of the Amended Notes that will be replaced by New Notes, accrued and unpaid interest in respect thereof (at the rate specified in the Existing Notes) to (but excluding) the Settlement Date shall be paid in full on the Settlement Date. Call Premium: (i) on and after the Settlement Date, up to, but not including, the date that is one year after the Settlement Date, at 100% of the principal amount of the applicable New Notes (with mechanics for the principal amount to be deemed increased to give effect to the economic equivalent of 2.50% payment-in-kind interest per annum) plus a make-whole premium and accrued and unpaid interest thereon, if any, to the redemption date, and (ii) on and after the date that is one year after the Settlement Date, up to but not including the date that is two years after the Settlement Date, at the redemption price of 101% of the principal amount of the applicable New Notes (with mechanics for the principal amount to be deemed increased to give effect to the economic equivalent of 2.50% payment-in-kind interest per annum) and accrued and unpaid interest thereon, if any, to the redemption date, and (iii) thereafter, at the redemption price of 100% of the principal amount of the applicable New Notes (with mechanics for the principal amount to be deemed increased to give effect to the economic equivalent of 2.50% payment-in-kind interest per annum) plus accrued and unpaid interest thereon, if any, to the redemption date. (collectively, the ' Proposed 90% Amendments ' and, together with the Proposed 50% Amendments, the ' Proposed Amendments '). Expand Scheme Solicitation If the Issuer obtains through the Transaction Support Agreement or the Consent Solicitation the consent of Noteholders representing: (a) more than 50% (but less than 90%) in aggregate principal amount outstanding of the Existing Notes, subject to certain conditions and thresholds in the Transaction Support Agreement, the Proposed 50% Amendments will be implemented and a company in the Group to be determined shall proceed to formally propose a Scheme; and (b) if at least 90% in aggregate principal amount outstanding of the Existing Notes, the Proposed 90% Amendments will be implemented and the Issuer will, if required, terminate the Scheme. Expand If the A&E Transaction is implemented by a Scheme, it will result in (i) Participating Holders receiving, on the Settlement Date, (x) the same Early Consent Consideration that such Participating Holders would have been eligible to receive in this Consent Solicitation, subject to certain conditions and, (y) as further detailed below and in the Consent Solicitation Statement, Participation Consideration paid at par and on a pro rata basis to all Noteholders in respect of all Existing Notes; and (ii) Noteholders receiving notes with terms substantially the same as the terms of the New Notes. Timing. The Consent Solicitation and Scheme Solicitation will have an Early Consent Deadline of 5:00 p.m. New York time on August 7, 2025, and will expire at 11:59 p.m. New York time on August 21, 2025, in each case, unless extended, re-opened, amended or earlier terminated by the Issuer in accordance with the Consent Solicitation Statement. Eligible Holders may submit their instructions in respect of the Consent Solicitation and Scheme Solicitation at any time prior to the Expiration Time, but Noteholders will receive the Early Consent Consideration (as defined below) only if they validly submit (and do not withdraw) their consent (or Abstention Instruction, as applicable) and become a party to the Transaction Support Agreement prior to the Early Consent Deadline (or otherwise as set forth below). Consideration. Eligible Holders who (w) validly submit and do not withdraw an Electronic Consent Instruction (or an Abstention Instruction, as applicable) with respect to all of the Existing Notes held or beneficially owned by them (except for any Existing Notes held by it in its capacity as a Qualified Market-maker and after taking into account any pending transfers), (x) (in the case of Participating Holders that are not Original Consenting Noteholders) accede to the Transaction Support Agreement by validly executing and delivering to the Information and Tabulation Agent an Accession Letter and Supporting Notes Confirmation Letter (including Evidence of Beneficial Ownership, as set out in the Transaction Support Agreement), (y) if the A&E Transaction is to be implemented by a Scheme, vote in favor or (in the case of an Abstaining Holder) abstain from voting in respect of the Scheme at the Scheme Meeting and (z) have not breached the Transaction Support Agreement on or prior to the Settlement Date, subject to satisfaction of the Settlement Conditions, will receive the New Notes, accrued and unpaid interest in respect of the Amended Notes that will be replaced by the New Notes (at the rate specified in the Existing Notes) to (and excluding) the Settlement Date and the following Consideration: provided that, if the A&E Transaction is implemented by way of a Scheme, the Participation Consideration will be paid to all Noteholders, rather than to only the Eligible Holders of Supporting Notes who take the actions described above; and provided further that, (A) to be eligible to receive the Early Consent Consideration, Eligible Holders will be required to take the actions described under (w) and (x) above prior to the Early Consent Deadline and (B) in the case a Specific CLO Holder has submitted an Abstention Instruction prior to the Early Consent Deadline, such Abstention Instruction may be withdrawn (solely for the purpose of submitting an Electronic Consent Instruction in favor of the A&E Transaction in lieu of such Abstention Instruction that is withdrawn) and any Specific CLO Holder will continue to be eligible to receive the Early Consent Consideration. In each case such Consideration will be payable on the Settlement Date and conditional upon the completion of the Scheme or the Proposed 90% Amendments. Holders who may be unable to consent to the Consent Solicitation, for fund constitutional, governance or legal reasons, will also be eligible to receive the Consideration provided they sign or accede to the Transaction Support Agreement, abstain from any vote (or vote in favor if ultimately able to do so) in the Scheme or Consent Solicitation (including by submitting an Abstention Instruction under, and as defined in, the Consent Solicitation Statement) and otherwise remain in compliance with the Transaction Support Agreement. The Issuer may, on one or more occasions, at its option and in its discretion, at any time, subject to applicable laws and on the terms and subject to the conditions set forth in the Consent Solicitation Statement and the Transaction Support Agreement, (a) extend the Expiration Time or Early Consent Deadline to a date no later than September 15, 2025, or (b) re-open the Consent Solicitation following the Expiration Time, provided that the Expiration Time following such re-opening is no later than September 15, 2025 and provided further that any subsequent or longer extensions of the foregoing to a date after September 15, 2025 but up to and including September 30, 2025 shall require the consent of the Majority Consenting Noteholders (as defined in the Transaction Support Agreement) and any extensions to such date to a date on or later than October 1, 2025 up to and including the Long-Stop Date shall require the consent of the Super Majority Consenting Noteholders (as defined in the Transaction Support Agreement). Substantially contemporaneously with the entry into the Transaction Support Agreement, the Issuer and certain of its subsidiaries have entered into an agreement with 100% of the lenders of its €100.0 million super senior revolving credit facility (the ' ssRCF ') to extend the maturity of the ssRCF to July 15, 2029. The closing of the A&E Transaction will be effected substantially contemporaneously with the extension to the maturity of the ssRCF. Additional Information Eligible Holders that wish to support the A&E Transaction and receive the Early Consent Consideration are invited to accede to the Transaction Support Agreement as from today by accessing the documents here: Eligible Holders will be required to complete and execute an accession letter to the Transaction Support Agreement and provide evidence of their beneficial holdings to Kroll Issuer Services Limited. The Consent Solicitation Statement will also be made available to all Eligible Holders through the information and tabulation agent. If you experience any issues in accessing this website or have any questions about accession to the Transaction Support Agreement, the Consent Solicitation and Scheme Solicitation, you should contact: Kroll Issuer Services Limited Address: The News Building, 3 London Bridge Street, London SE1 9SG, United Kingdom Telephone: +44 207 704 0880 Email: graanul@ Website: Attention: Jacek Kusion / Ivan Šantek Goldman Sachs Bank Europe SE is acting as the Issuer's financial advisor. Goldman Sachs Bank Europe SE, which is authorized and supervised by the European Central Bank and the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), is acting for the Issuer and no one else in connection with the transactions described herein and will not be responsible to anyone other than the Issuer for providing the protections afforded to clients of Goldman Sachs Bank Europe SE, or for giving advice in connection with the transactions described herein or any matter referred to herein. For further information on the A&E Transaction, please contact Latham & Watkins LLP, who have advised supporting noteholders, at the following email address: About Graanul Graanul is the largest sustainable wood-pellet manufacturer in Europe, focusing primarily on the European pellet market. The wood pellets produced are low-carbon alternative fossil fuels that are used for renewable power generation, commercial and residential heating, as well as combined heating and power applications. Graanul operates across Estonia, Latvia, Lithuania and the United States. Important Notice This press release does not constitute an offer to sell or the solicitation of an offer to buy the Existing Notes or any other security in any jurisdiction and shall, in any circumstance, not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. The Existing Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction of the United States or in any other jurisdiction. Graanul is issuing this statement on a one-off basis to update its investors, and does not currently anticipate that it will issue similar quarterly recent developments updates in the future. Certain information contained in this press release constitutes, or can be deemed, 'forward looking statements'. These forward looking statements may be identified by the fact that they do not relate only to historical or current facts but to expectations or projections of future events, results and circumstances that may or may not occur in the future, and by use of forward looking terminology such as 'may,' 'could,' 'should,' 'will,' 'would,' 'expect,' 'plan,' 'anticipate', 'project,' 'estimate,' 'believe', 'intend,' 'maintain,' or 'continue' or the negatives thereof or other variations thereon or comparable terminology or other forms of projections. By their nature, forward looking statements involve risks and uncertainties. You are cautioned that forward looking statements are not guarantees of future performance and that due to various risks, uncertainties and assumptions, actual events or results or the actual performance of Graanul, and developments in the industries in which Graanul operates, future capital expenditures and acquisitions, as well as any disruption in general economic and business conditions, particularly in geographic areas where business may be concentrated, may differ materially from those reflected or contemplated in such forward looking statements or projections. Forward looking statements are not historical facts but are based on certain assumptions of management regarding Graanul's present and future business strategies and the environment in which it will operate, which management believes to be reasonable but are inherently uncertain, and describe Graanul's future operations, plans, strategies, objectives, goals and targets and expectations and future developments in the markets. No representation, express or implied, is made or will be made by Graanul (or any of its affiliates, members, directors, officers, employees, advisors, consultants, agents, and representatives) that any forward looking statements will be achieved or will prove to be correct. The actual future business, financial condition, results of operation and prospects could vary materially from the forward looking statements. As a result, you should not rely on these forward looking statements. All forward looking statements, projections, objectives, estimates and forecasts and any other information contained in this press release apply only as of the date hereof and Graanul undertakes no obligation to update this information, whether as a result of new information, future events or otherwise, except as may be required by applicable law. This announcement may constitute a public disclosure of inside information by Graanul under Regulation (EU) 596/2014 (16 April 2014).
Business Upturn
6 days ago
- Business
- Business Upturn
XRPChain Kicks Off Its Presale with Up to 200x Potential and Massive USDT Referral Instant Payouts
By GlobeNewswire Published on July 24, 2025, 04:21 IST ;New York,NY, July 23, 2025 (GLOBE NEWSWIRE) — The next major opportunity in crypto is now live. XRPChain , a new Layer 2 network designed to supercharge the XRP ecosystem, has officially launched its presale, and it's bringing the full package. XRPChain is shaping up to be one of the most aggressive and rewarding launches of the year. Built on top of the XRP Ledger, XRPChain brings programmability, scalability, and cross-chain functionality to a blockchain known for its speed but limited by its base-layer capabilities. This Layer 2 implementation unlocks smart contracts, decentralized apps, and dynamic token interactions, all while keeping the core benefits of XRP, low fees, high throughput, and rapid settlement. XRPChain is developed and maintained by XRP Chain Ltd, a private limited company registered in England and Wales (Company No. 16317529), incorporated under the Companies Act 2006. This foundation adds structure, accountability, and long-term vision to the project. A Presale Model That Rewards Action The presale uses a time-based dynamic pricing structure. Prices decrease slightly every few days, rewarding those who act early while keeping the competition sharp. To increase engagement, a live investor leaderboard is updated in real time, with top contributors battling for tiered rewards, including a $100,000 USDT payout for the leaderboard winners. Referral marketing is also being deployed with precision. Users can earn 10% in USDT (paid instantly) or 15% in $XRPL2 tokens claimable at TGE, with each referral tracked on a personal dashboard. Participants can generate a custom link and choose how they'd like to be rewarded, bringing true control and transparency to community growth mechanics. Universal Access XRPChain is removing barriers to entry by supporting both crypto and fiat purchases, including Ethereum, BNB, Polygon, BTC, Visa, Mastercard, and Google Pay. Anyone, regardless of technical background or region, can join the presale with just a few clicks. Not Just a Token, a Full-Scale Ecosystem XRPChain isn't a meme project or vaporware launch, it's an entire infrastructure layer. Early buyers are getting access to a live, evolving suite of tools and protocols designed to bring real use to XRP and real opportunity to investors. These include: XRPChain Layer 2 Network A scalable blockchain layer built to extend XRP's functionality with support for smart contracts, token standards, and permissionless applications. A scalable blockchain layer built to extend XRP's functionality with support for smart contracts, token standards, and permissionless applications. Swap and DEX Module A built-in swap interface and decentralized exchange for instant token trading, powered by liquidity pools within the ecosystem. A built-in swap interface and decentralized exchange for instant token trading, powered by liquidity pools within the ecosystem. Cross-Chain Bridge Secure, low-latency bridging between major networks including Ethereum, BSC, Polygon, and Bitcoin, using standards like XLS-38d for XRPL compatibility. Secure, low-latency bridging between major networks including Ethereum, BSC, Polygon, and Bitcoin, using standards like XLS-38d for XRPL compatibility. Developer IDE Web-based IDE for writing, deploying, and testing smart contracts with WASM, Hooks, and XRPChain scripting, with built-in wallet and explorer tools. Web-based IDE for writing, deploying, and testing smart contracts with WASM, Hooks, and XRPChain scripting, with built-in wallet and explorer tools. AI Toolset Automated trading, investment insights, risk management, and predictive models integrated with a user-friendly dashboard. Automated trading, investment insights, risk management, and predictive models integrated with a user-friendly dashboard. Telegram Bot Suite Native tools for swapping, tracking investments, and managing referrals directly within Telegram, with wallet integration. Native tools for swapping, tracking investments, and managing referrals directly within Telegram, with wallet integration. Investor Dashboard Real-time portfolio overview including token balance, referral earnings, leaderboard position, and presale statistics. Real-time portfolio overview including token balance, referral earnings, leaderboard position, and presale statistics. Virtual Debit Cards Allowing users to spend crypto directly, both online and offline, without needing to convert manually. Allowing users to spend crypto directly, both online and offline, without needing to convert manually. Marketplace A space to spend, trade, or use earned tokens for goods, services, and digital utilities within the XRPChain ecosystem. A space to spend, trade, or use earned tokens for goods, services, and digital utilities within the XRPChain ecosystem. Staking Earn yield on held tokens, support the network, and gain ecosystem incentives through built-in staking. Earn yield on held tokens, support the network, and gain ecosystem incentives through built-in staking. Governance Framework Token holders participate in proposal voting, protocol upgrades, and community decisions. Token holders participate in proposal voting, protocol upgrades, and community decisions. Referral and Leaderboard Systems Designed to reward viral growth and high-contributing investors with transparent ranking and payout structures. With the presale now live, XRPChain is inviting early supporters to grab their share before the next price drop. Referral rewards, leaderboard prizes, and claimable earnings are already active. As the first Layer 2 built to bring utility to XRP, this isn't just another launch, it's a chance to be early on something built to scale. Join the presale at and start earning from the moment you connect. Join the Official XRPChain Community: Telegram Chat: Announcements: Twitter: . Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same. Ahmedabad Plane Crash GlobeNewswire provides press release distribution services globally, with substantial operations in North America and Europe.
The Herald Scotland
23-06-2025
- Business
- The Herald Scotland
Cavenagh & 49ers' £20m Rangers investment approved
All four resolutions at the meeting, held at the Doubletree by Hilton at Glasgow Central, were passed. Over 98 per cent of the votes were in favour on each. The votes passed will allow unrestricted investment, beyond the ten per cent cap which was in place following the previous AGM. RIFC plc will change to become a private limited company as Rangers International Football Club Limited. Read more: What are the four Rangers EGM resolutions? The first and only "ordinary" resolution reads: "THAT, the directors are generally and unconditionally authorised for the purposes of s551 Companies Act 2006 (CA 2006) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,000,000, provided that: A) (unless previously revoked, varied or renewed by the Company) this authority will expire on 31 December 2025, save that the directors may, before this authority expires, make offers or agreements which would or might require shares in the Company to be allotted, or rights to subscribe for or convert securities into shares to be granted, after its expiry and the directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such offers or agreements as if this authority had not expired; and B) this authority replaces all subsisting authorities previously granted to the directors for the purposes of s551, which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made under such authorities." The second resolution to be voted on, reads: "THAT, subject to the passing of Resolution 1, in accordance with s570 CA 2006 the directors are given power to allot equity securities (as defined in s560 CA 2006) of the Company pursuant to the authority conferred by that resolution as if s561(1) CA 2006 did not apply to any such allotment, provided that: (a) this power is limited to the allotment of equity securities up to an aggregate nominal amount of £1,000,000; (b) (unless previously revoked, varied or renewed by the Company) this power will expire on 31 December 2025, save that the directors may, before this power expires, make offers or agreements which would or might require equity securities to be allotted after its expiry and the directors may allot equity securities pursuant to such offers or agreements as if this power had not expired; and (c) this power replaces all subsisting powers previously given to the directors for the purposes of s570, which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of equity securities already made, offered or agreed to be made under any such power." Resolution three, regarding the club being re-registered as a private limited company reads: "THAT the Company be re-registered as a private limited company under the Companies Act 2006 under the name of Rangers International Football Club Limited." And the final resolution reads: "THAT, with effect from the Company's re-registration as a private company, the articles of association appended to this general meeting notice (the New Articles) be approved and adopted as the new articles of association of the Company in substitution for, and to the entire exclusion of, the existing articles of association of the Company."
Daily Record
23-06-2025
- Business
- Daily Record
Rangers EGM LIVE as Andrew Cavenagh and Paraag Marathe outline Ibrox vision
It's the dawn of a new era at Ibrox and fans will get their first chance to quiz the owners since the Rangers takeover. Andrew Cavenagh, the driving force behind the buyout, pledged to pump an initial £20million into the Light Blues coffers. But investment is all subject to shareholder approval at today's Extraordinary General Meeting. There won't be any issues but fans will at least get the opportunity to hear for themselves how Cavenagh and Co – 49ers Enterprises and Leeds United chairman Paraag Marathe is also to be in attendance – plan to end Celtic's dominance in Scotland. It's a big day for the club with new boss Russell Martin also taking charge of his first training session with the majority of the squad returning for pre-season. Nico Raskin won't be there as he enjoys an extended break due to international duty but will he be part of the long term plan after Record Sport revealed Wolves are set to pounce. It's the type of question shareholders might want answers to when they gather this morning. 08:41Gavin Berry Name change The holding company of Rangers is seeking to change its name in the wake of their seismic takeover as they shift from a public to private company – subject to shareholder approval today. The Ibrox side have traded as 'The Rangers International Football Club PLC' since November 2012 but will now be known as 'Rangers International Football Club Limited' in the new era under chairman Andrew Cavenagh and 49ers enterprises – led by vice chairman Paraag Marathe – will see a shift if voted through at today's Extraordinary General Meeting (EGM) at the Doubletree Hilton in Glasgow. The vote to change needs 75 per cent approval to pass. Rangers who were not publicly listed on the stock exchange despite their PLC status – will now become an LTD, a move which ensures shares cannot be offered to the public and offers an added layer of control for the new regime. The move to the LTD company is covered in the EGM as shareholders are told what they are voting on. 3. THAT the Company be re-registered as a private limited company under the Companies Act 2006 under the name of Rangers International Football Club Limited 4. THAT, with effect from the Company's re-registration as a private company, the articles of association appended to this general meeting notice (the New Articles) be approved and adopted as the new articles of association of the Company in substitution for, and to the entire exclusion of, the existing articles of association of the Company. The ordinary resolutions are covered by the big announcement last month which covers the allotment of nominal shares, the price which has been the price set in recent years to directors investing in Ibrox. It's a new era at the club with nine appointments to the new-look board with Cavenagh and Marathe leading the way. Patrick Stewart, Eugene Schneur, Andrew Clayton, Mark Taber, Fraser Thornton, John Halsted and George Taylor are the seven others who will play key roles. 08:29Gavin Berry Where does the time go? It was at an EGM a decade ago Dave King, Paul Murray and John Gillian won control of Rangers as they managed to oust the despised old regime. They helped rebuild the club after years in the doldrums following the financial collapse due to the wild spending days under David Murray. Shareholders at that meeting in March 2015, called by ex chairman King, who owned 14.5% of shares in Rangers International Football Club plc at that time, voted Derek Llambias and finance director Barry Leach off the board. King's consortium received about 85% of the votes cast and appointed Douglas Park. Park went on to succeed King as chairman, and sold up to allow this takeover to happen. 08:24Gavin Berry Watching brief for rivals In his latest column, Record Sport's Keith Jackson insists the Celtic hierarchy will be as keen to hear what is said to today as anyone of a light blue persuasion. It's been easy pickings at Parkhead for so long now that Celtic may have forgotten what it feels like to have a genuine challenge on their own door step. And that is precisely why all eyes will be on Andrew Cavenagh as he fronts up his American takeover for the first time at his club's extraordinary general meeting in Glasgow city centre. Cavenagh will take his seat at the top table as the new chairman and owner having headed up the US based consortium which has splashed out a small fortune to buy a 51 per cent controlling interest in the club. Top of Cavenagh's agenda will be the passing of a resolution which will allow him and his team to pump an additional £20m into the transfer kitty which has already been set aside for new head coach Russell Martin to spend in the summer market. As a matter of course, it will be ratified and sanctioned by the shareholders but it's what else Cavenagh might say at 11am on Monday morning which will really capture the interest of the other side from across town. This will not only be the first chance for Celtic's hierarchy to get a true gauge and feel for what's about to come at them now that Rangers are in new hands. It may very well help shape the required level of response.
The Herald Scotland
31-05-2025
- Business
- The Herald Scotland
Rangers EGM details confirmed as special resolutions set
The meeting comes after the takeover news announced yesterday with Andrew Cavenagh and 49ers Enterprises acquiring a controlling stake in Rangers. The Rangers statement announced the investment of £20m into Rangers is subject to shareholder approval at the EGM. The EGM will see one ordinary resolution and three special resolutions tabled for votes to be cast by shareholders either in person, via portal or by proxy. The first and only "ordinary" resolution reads: "THAT, the directors are generally and unconditionally authorised for the purposes of s551 Companies Act 2006 (CA 2006) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £1,000,000, provided that: A) (unless previously revoked, varied or renewed by the Company) this authority will expire on 31 December 2025, save that the directors may, before this authority expires, make offers or agreements which would or might require shares in the Company to be allotted, or rights to subscribe for or convert securities into shares to be granted, after its expiry and the directors may allot shares or grant rights to subscribe for or convert securities into shares pursuant to such offers or agreements as if this authority had not expired; and B) this authority replaces all subsisting authorities previously granted to the directors for the purposes of s551, which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made under such authorities." Read more: The second resolution to be voted on, reads: "THAT, subject to the passing of Resolution 1, in accordance with s570 CA 2006 the directors are given power to allot equity securities (as defined in s560 CA 2006) of the Company pursuant to the authority conferred by that resolution as if s561(1) CA 2006 did not apply to any such allotment, provided that: (a) this power is limited to the allotment of equity securities up to an aggregate nominal amount of £1,000,000; (b) (unless previously revoked, varied or renewed by the Company) this power will expire on 31 December 2025, save that the directors may, before this power expires, make offers or agreements which would or might require equity securities to be allotted after its expiry and the directors may allot equity securities pursuant to such offers or agreements as if this power had not expired; and (c) this power replaces all subsisting powers previously given to the directors for the purposes of s570, which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of equity securities already made, offered or agreed to be made under any such power." Resolution three, regarding the club being re-registered as a private limited company reads: "THAT the Company be re-registered as a private limited company under the Companies Act 2006 under the name of Rangers International Football Club Limited." And the final resolution reads: "THAT, with effect from the Company's re-registration as a private company, the articles of association appended to this general meeting notice (the New Articles) be approved and adopted as the new articles of association of the Company in substitution for, and to the entire exclusion of, the existing articles of association of the Company." The notice, signed by Fraser Thornton, has been issued to shareholders with the document accessible in the investors centre on the Rangers FC website.
