Easdale Shares Mystery

Ever since they appeared in the press around April, as players in the ongoing struggle for the boardroom at Rangers, the Easdale brothers have been reported to have had various different share holdings and intentions for the club. If we look back through these reports now, then several of them appear to make no sense whatsoever. So whilst the intentions of the Easdales remain unclear, one thing appears certain, the misdirection of Jack Irvine, and the willingness of the BBC in particular to print whatever they are told about them, appears to have played a major role in getting the brothers to where they are now.

The first major story about the Easdales appeared back on the 23rd April. The ever reliable Chris McLaughlin of BBC Scotland told us that they had agreed to buy Charles Green’s shares, that they wanted a place on the board and that they may look to take overall control of the club. We were also told that they already held 6% of the total shares in Rangers.  It is worth noting at this point that shareholdings of over 3% have to be notified to the London Stock Exchange and that no such notification existed for James or Sandy Easdale. However, at that stage it was possible that they both held just under 3% and the story could therefore have been almost accurate. We were later to find out that it was absolute fantasy.

 

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Next step on the PR front was a now infamous interview in the back of a McGill’s bus with, again, Chris McLaughlin from BBC Scotland. This came on the 9th May and it was again claimed that they held 6% of the shares in Rangers. They also reiterated their wish to be involved at board level.

 

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It was claimed by McLaughlin that the brothers bought their 6% prior to any arrangement to purchase Green’s shares.

On the 9th July the BBC reported that James Easdale had joined the Rangers board as a non-executive director.

 

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So far so good? It seemed fairly reasonable that with a 6% shareholding the Easdales would expect some say in the boardroom. After all, the largest shareholder at that point, Charles Green, was also supposed to have entered into an agreement with them to sell his shares, taking their stake to around 13% and making the brothers by some margin the largest shareholders. What followed however got some alarm bells ringing.

On the 19th July, Rangers made an announcement to the LSE stating that James Easdale’s holding in Rangers was 0.55%.

 

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Not only did this mean that he had no obvious claim to a place on the board, it also meant that the original claim by Chris McLaughlin that the Easdales held 6% was a fantasy. If Sandy Easdale held the balance then he would have need 5.45% which would have had to be notified to the LSE. This severely diluted any legitimate claim that the Easdales had to a place on the Rangers board. The RST hold roughly the same number of shares as James Easdale. The fans combined hold around 24 times what he does. They have no place on the board.

Next up to make his move for the Rangers boardroom was Sandy. On 16th August it was announced that he had bought 1.2 million shares in Rangers after Imran Ahmad decided to sell “the majority of his 2.2 million shares”.

 

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On the 21 August, as is necessary under LSE rules, it was announced that Imran Ahmad no longer had a notifiable interest in Rangers. This meant his shareholding had dropped below the 3% level.

 

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What you will notice is that there was not an announcement that this purchase had taken Sandy Easdale over the 3% notifiable interest mark. This therefore meant that despite purchasing around 1.5% of Rangers, he still was not over 3%.

On 30thAugust the BBC were back on the story. They announced that Sandy Easdale had bought Charles Green’s holding in Rangers. They reported that this meant the Easdales now held around 10% of Rangers.

 

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This makes no sense again. We have already established that the initial BBC report on the Easdales by Chris McLaughlin was absolute fantasy. If they had bought Green’s holding and already held 6% then it should have taken them to around 13%. With the 1.5% bought from Ahmad that would have meant around 14.5%. This would appear to be the BBC confirming that their original story was nonsense. Having said that, what also made no sense was that this story was not accompanied by an LSE announcement of either Green no longer having a notifiable interest (under 3%) or of Sandy Easdale moving over the 3% mark. As of today, 18 September, 13 working days later, no announcement has been made to the LSE about this major movement of shares.

Yesterday however, it was announced that Sandy Easdale had purchased a further 2,125000 in Rangers and that this now took him to a total of 2,842,957 shares or 4.37% of Rangers. This was an official announcement to the LSE so can be taken at face value, in contrast to previous BBC reports.

 

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The mystery deepens. Sandy Easdale was already supposed to hold at least 1.2 million shares from Ahmad. Let’s assume he had no shares at all in Rangers when this process first started and that when McLaughlin announced that the Easdales had 6% they in fact had 0.55%, as announced to the LSE. This latest purchase should still have taken Sandy to at least 3.4 million shares or thereabouts. So where did the 1.2 million from Ahmad go?

Chris McLaughlin didn’t waste any time with another PR bump for the Easdale brothers though. Today on Twitter he informed us that they in fact had voting control, through shares and proxies, of around 24% of Rangers.

 

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Now this is very interesting because it gives us a clue as to why many of the BBC reports on this issue make no sense whatsoever. It appears the initial 6% claimed by McLaughlin back in April was nothing more than PR fluff with no basis in fact. Given that Jack Irvine acted, and still acts, for the Easdales this should come as no surprise. A man who assisted Craig Whyte is not going to have any issues playing fast and loose with shareholding announcements. However there are a few issues.

The first one is the LSE. You cannot go around announcing that shares have been bought and sold in listed companies when in fact they haven’t. Either the reports are misleading and the purchases never took place or the LSE has not been notified of them as is necessary. Either way that is an issue for those making the proclamations.

Secondly, how are we supposed to believe the intentions of the Easdales if they are allowing their PR poodle to run around misrepresenting the actual level of their shareholding? Would it have been possible to justify the appointment of James Easdale to the board if fans and investors had known he only had 0.55%? Given his lack of PLC experience it seems clear the appointment was based on shareholding and not expertise. In that case the level of shareholding was crucial and appears to have been publicly misrepresented.

So where does that leave us? Well, according the LSE, the Easdales have a combined shareholding of just short of 5%. It is possible that James has increased his holding since taking his board place but it has not taken him over 3% unless there has been a failure to notify the LSE. Not exactly a huge shareholding to justify one place on the PLC board and one on the ‘Football’ board.

The only announcement made to the LSE about Charles Green is that he has agreed to sell 1% of his shares to Laxey Partners. No LSE announcement has been made about agreement to sell shares to the Easdales. No LSE announcement has been made about Green dropping below the 3% notifiable level. No LSE announcement has been made about the Easdales taking control of those shares. The only places these claims have been made are via the press and the BBC.

When Green announced the sale of his shares to Sandy Easdale he said he now had “no ongoing influence or financial interest at the club”. This has not been matched by an LSE announcement. As far as they are concerned he still holds around 6% of the club.

The Easdales may well have proxies and shares totalling around 24% - although since this claim came from BBC Scotland we might want to allow for it being, at least, inflated. If broadly accurate, then it would appear they have the backing of the same shareholders who backed Green and Ahmad. Blue Pitch have 6.14%, Margarita have 3.99%, Green has around 6.79% after the Laxey transfer, Ahmad had around 3.38% and it isn’t clear where around 1.3% of that went after 1.5% reportedly went to Sandy Easdale. That accounts for around 20% of Rangers. It seems sure that the Easdales have purchased some of these shares but big questions remain about how many.

Do the Easdales only have a proxy from Green - in effect making them his representatives at Rangers?

Why do the same shareholders who backed Green and Ahmad now apparently back the Easdales? What link do they have with Blue Pitch?

What possible alignment could investors brought in by Green and Ahmad have with two  brothers from Greenock who claim to be lifelong Rangers supporters?

If they are not simply holding a proxy for Green then why have the purchases they claim to have made not been notified to the LSE?

Another odd use of language appeared in the BBC report on the Easdale purchase from Green. Sandy Easdale said “between my family holdings and other supporting investors”. Does this mean reports of the Easdales buying shares were in fact purchases from “other supporting investors”? If so it might be helpful for them to clarify who those investors are if they expect fans to take their good intentions at face value.

It may well be that the Easdales’ intentions are honourable. Perhaps they are Rangers fans and want what is best for the club. If so then it seems an odd move to align themselves so closely with the group of shareholders previously controlled by Imran Ahmad and Charles Green. If the Easdales do have honourable intentions then they can prove it at the AGM - or before by announcing who they support in this boardroom battle. The on-going use of Jack Irvine to muddy the waters on their behalf and claims on BBC Scotland of share purchases which are not backed up on the LSE are not a good start. 

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