Rangers fined by Stock Exchange
Monday 27 February 2012
Rangers have been fined £50,000 by the PLUS Stock Exchange for failing to disclose Craig Whyte's previous disqualification as a director when the businessman completed his takeover of the club in May last year.
Whyte was disqualified in 2000 for seven years but Rangers did not announce this until November 30, six weeks after the Insolvency Service had confirmed the fact in a BBC documentary.
Rangers have been issued with the fine and a public censure following an investigation by the stock exchange, who suspended trading in the club's shares last month because of their failure to publish audited accounts.
A statement from PLUS read: "The amount of the regulatory fine has been determined taking into account a range of factors including, but not limited to, the seriousness of the rule breach and the circumstances of Rangers FC."
PLUS revealed Rangers had sought to challenge their disciplinary ruling on February 14, the day they went into administration, but administrators Duff and Phelps withdrew the referral to the disciplinary committee last week.
Failure to pay a fine within 21 business days would usually mean the possibility of PLUS suspending use of their facilities, while failure to pay for a further seven business days could result in permanent exclusion.
Rangers saw their shares suspended from trading on the stock exchange on January 9 after submitting unaudited accounts.
They released their annual financial figures on November 30, but did not get them signed off by an independent auditor as required by exchange rules.
The club have also failed to hold an AGM within the usual timescale and confirmed in a statement to PLUS that they were considering withdrawing their listing on the exchange in the long term.
Rangers claimed the delay in finalising the audit was "principally" related to an ongoing tax tribunal which, according to Whyte, could result in a bill of £75million if they lose the dispute with Her Majesty's Revenue and Customs.
PLUS today described Whyte's failure to disclose his previous director disqualification as "a particularly serious breach" of their rules for four reasons.
The statement continued: "First, disclosure of Mr Whyte's director disqualification was expressly required by the PLUS Rules.
"This is because the information is material to investors and other persons doing business with the issuer.
"Investors and others doing business with the issuer are entitled to such information to enable them to form a view on the nature and character of an issuer's administration and management.
"The information relating to Mr Whyte goes to the reputation of Rangers FC's board of directors.
"Mr Whyte's director disqualification may have an effect on the prospects of Rangers FC as an issuer traded on the PLUS-quoted market as well as on Rangers FC's ability to raise further funding if required at a future date.
"The failure by Rangers FC to disclose this information has generated adverse publicity for Rangers FC which has harmed its interests.
"Secondly, PLUS is a Recognised Investment Exchange under Part XVIII of FSMA 2000 and exercises regulatory functions with respect to the PLUS-quoted market including, but not limited to, the protection of investors and the maintenance of an orderly disclosure-based market.
"A consequence of non-disclosure by Rangers FC of information required to be announced by the PLUS Rules is that PLUS was impeded from exercising its regulatory functions.
"Thirdly, the Regulation Department at PLUS and Rangers FC's PLUS Corporate Adviser met with officers of Rangers FC, including Mr Whyte on 8 November 2011.
"Before and after this meeting, PLUS and Rangers FC's PLUS Corporate Adviser had been requesting Rangers FC to make an announcement on a Regulated Information Service to disclose Mr Whyte's director disqualification.
"Despite this, no announcement was made by Rangers FC until 30 November.
"PLUS considers this delay to be unreasonable, and is evidence of Rangers FC's deliberate, negligent or reckless attitude to the PLUS Rules...and Rangers FC's lack of willingness to correct the breach in a timely fashion.
"Fourthly, PLUS takes seriously the failure of Rangers FC to disclose Mr Whyte's director disqualification to other regulatory bodies, namely the Panel on Takeovers and Mergers (Takeover Panel) and the Scottish Football Association.
"Whilst PLUS does not rely on any breaches of regulations other than the PLUS Rules to reach its decision, the lack of disclosure to other regulatory bodies further illustrates that the failure to disclose was deliberate, negligent or reckless and Rangers FC's lack of willingness to make an announcement in a timely fashion."
Three days after Rangers went into administration, the SFA confirmed they would conduct a full independent inquiry into the activities of the club and investigate whether there have been any potential breaches of their Articles of Association.
They said attempts to obtain information relating to their "fit and proper person" requirement - regarding owner Whyte - were restricted by the club solicitors' failure to share information.
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