The credit facilities are being provided by Alexander Easdale, a shareholder in the Company and director of The Rangers Football Club Limited, the wholly owned subsidiary of RIFC, and Laxey Partners Ltd (“Laxey”), a substantial shareholder in the Company. These credit facilities will be used by the Company for general working capital purposes over the next few months.
Alexander Easdale will make available to the Company up to £500,000 on a fee and interest free basis (the “Easdale Facility”).
Laxey will make available to the Company up to £1 million, with a premium payment equal to 15% of the nominal amount of the facility (the "Laxey Facility").
The Easdale Facility and the Laxey Facility (together the “Facilities”) are both secured against the Company’s Edmiston House and Albion car park properties. The principal amounts of the Facilities are repayable no later than 1 September 2014 from a variety of potential sources.
The premium on the Laxey Facility is payable in cash or, at Laxey’s discretion, in ordinary shares of 1p each, at any point between the date of the facility agreement and the first anniversary of the date of the facility agreement. The number of ordinary shares of 1p each which may be issued will be calculated using the lower of either 26.5 pence, being the mid-market closing price of the Company’s shares on 21 February 2014, or the lowest price at which any equity fundraising is carried out prior to the first anniversary of the date of the Laxey Facility agreement. The issue of any ordinary shares of 1p each in payment of the premium is subject to the Company obtaining authority from its shareholders at a general meeting of the Company.
Under the AIM Rules for Companies, the Laxey Facility is a related party transaction under Rule 13 of the AIM Rules. The Directors of Rangers, having taken advice from their nominated adviser, Daniel Stewart & Company plc, believe that the terms of the Laxey Facility are fair and reasonable as far as shareholders are concerned.