TIDMRFC
RNS Number : 2477Y
Rangers Int. Football Club PLC
27 November 2014
27 November 2014
Rangers International Football Club plc
("Rangers", or the "Company")
Preliminary Results
Rangers International Football Club plc (AIM:RFC), the holding
company for the 'Rangers Football Club Limited ("Club")', today
announces Preliminary Results for the twelve month period to 30
June 2014.
Financial Highlights
-- Group Revenue increased by 32% to GBP25.2m (2013: GBP19.1m)
-- Retail revenue increased by 375% to GBP7.6m (2013: GBP1.6m)
-- Sponsorship and advertising revenues rose to GBP1.5m (2013: GBP0.8; +79%)
-- 42% reduction in operating losses to GBP8.3m (2013: GBP14.4m)
-- Other Operating Income rose from GBP1.7m to GBP2.1m (+22%)
-- Successful Open Offer raising GBP3.13m (gross) provided valuable additional working capital
-- Significantly reduced cost base across the Group
Operational Highlights
-- SPFL League One Champions 2013/14
-- Unbeaten in the league campaign
-- Scottish Cup Semi Finalists
-- SFA Youth Cup Winners
-- Currently in strong contention for promotion to the Scottish
Premiership and progressing to final stages of three domestic Cup
competitions
Summary
-- Improved trading performance
-- Reduced cost base
-- New, beneficial commercial partnerships established
-- Legacy issues substantively addressed
-- Playing squad augmented, cost-effectively
-- Strategic Plan for benefit of Club and Company being implemented
-- Significant steps taken towards reconnecting with the fan base
David Somers, Chairman of Rangers, commented "Following a
successful 2013/14 season on the pitch in which the Club
comfortably achieved its priority target of a second successive,
and unbeaten, league promotion, I am pleased to report that much
progress has also been made at an operational level within the
Group. This includes increased revenues and incomes across the
business and a significantly reducing cost base. However challenges
still remain and despite additional financing having been secured
over the year, further funding is necessary to ensure the Club's
ability to move forward successfully to achieve the goals we all
seek and expect of Rangers Football Club.
"To this end the Board will be seeking shareholder approval at
the forthcoming AGM to issue additional shares to ensure maximum
flexibility for the Company to raise equity finance and provide the
financial capability required to develop the Club in the longer
term.
"Despite the undoubted challenges that still remain ahead of us,
I am pleased to report that we are making good progress in
repositioning the Club and business and have laid solid and stable
foundations for the future. Everybody associated with Rangers is
working tirelessly in order to build a successful long-term future
that everybody who loves this Club can be proud of."
For further information please contact:
Rangers International Football Club plc www.rangers.co.uk
David Somers Chairman Tel: 0141 580 8647
Daniel Stewart & Company plc
Paul Shackleton (Nominated Adviser) Tel: +44 207 776 6550
Martin Lampshire (Broker)
Newgate Threadneedle
Roddy Watt / John Coles Tel: +44 207 148 6143
About Rangers Football Club
Rangers Football Club, formed in Scotland in 1872, is one of the
world's most successful clubs, having won 54 League titles, 33
Scottish Cups, 27 League Cups and the European Cup Winners' Cup in
1972. The Club's loyal and sizeable supporter base, both in
Scotland and around the world, enables the Club to boast one of the
highest percentages of season ticket holders in the UK. Playing at
the 51,082 seat Ibrox Stadium and benefitting from the world class
37 acre Murray Park training facility, the Club has been a dominant
force in Scottish football for decades. This world class stadium,
training infrastructure and a loyal and passionate global fanbase
provide an excellent foundation for the Rangers Group.
The Club was confirmed as unbeaten SPFL League One Champions for
Season 2013/14 and it is the intention of the Directors and the
Manager for the Club to return to top level football as soon as
possible. The history, facilities and ambition of the Club are such
that it remains a desirable destination for foreign and domestic
players alike. The first team squad is managed by Alistair McCoist,
the former Rangers and Scotland forward, who remains the Club's
all-time leading goal scorer.
For more information please visit the website:
http://www.rangersinternationalfootballclub.com
Rangers International Football Club plc
Annual Report 2014
Directors and advisors
DIRECTORS
James Easdale (appointed 11 July 2013)
David Somers(appointed 12 November2013)
Norman Crighton(appointed 25 November2013)
Derek Llambias(appointed 3 November2014)
Graham Wallace(appointed 25 November2013, resigned 26 October
2014)
Philip Nash (appointed 20 July 2014, resigned 24 October
2014)
Brian Stockbridge (resigned 24 January2014)
Malcolm Murray (resigned 9 July 2013)
Craig Mather(resigned 16 October2013)
Walter Smith(resigned 2 September 2013)
Philip Cartmell(resigned 8 July 2013)
Ian Hart (resigned 16 October 2013)
Bryan Smart (resigned 16 October 2013)
REGISTERED OFFICE
Ibrox Stadium, GlasgowG51 2XD
AUDITOR
Deloitte LLP, Chartered Accountants and Statutory Auditor,
Glasgow
SOLICITORS
DFW Biggart BaillieLLP, Dalmore House,310 St Vincent Street,
GlasgowG2 5QR Field Fisher Waterhouse LLP, 35 Vine Street,London
EC3N 2PX
BANKERS
Metro Bank PLC, One Southampton Row, LondonWC1B 5HA
REGISTRARS
Capita Registrars, Ibex House, 42-47 Minories, London EC3
1DX
STOCKBROKERS
Daniel Stewart & Co. plc, 36 Old Jewry, London, EC2R 8DD
Company Registration Number: SC437060
Business review
Operational Performance Financial Performance
SPFL League One Revenue increased by 32%
Champions
Unbeaten in the Retail revenue up by 375%
league campaign
Scottish Cup Semi Sponsorship and Advertising revenue
Finalists up by 79%
SFA Youth Cup Winners Operating losses down 42% from
GBP14.4m to GBP8.3m
Football Manager's Review
Rangers Football Club's journey back to the top tier of Scottish
football continues in Season 2014/15 and our main objective is to
secure promotion to the Scottish Premiership.
Last season, our hard work was rewarded with the League One
title - won by a margin of 39 points - and we remained unbeaten for
the entire league programme.
We also reached the semi-final stage of the Scottish Cup and the
final of the Challenge Cup and while a return to the top flight is
our priority we are determined to perform well in all competitions
we enter and add to the club's great tradition of lifting
silverware.
I know a club of our stature is expected to win every game but
our players and backroom staff should be congratulated for this
achievement and it was fitting we dedicated the championship
success to the late, great Sandy Jardine who will forever be in our
thoughts.
We lost a man of great honour, class and dignity in April but he
will never be forgotten and future generations of Rangers
supporters will be reminded of his legend as the Govan Stand is now
fittingly known as the Sandy Jardine Stand.
We have added a number of new faces to the playing pool in
recent months, who all bolster a squad we believe is capable of
taking this club back to the top flight. Kris Boyd, Kenny Miller,
Marius Zaliukas, Darren McGregor, Steve Simonsen and Lee Robinson
have been recruited and will all have an important role to play in
the weeks and months ahead.
The emergence of young players like Lewis Macleod, Fraser Aird
and Calum Gallagher in the past 12 months is also pleasing and we
will continue to develop our top talent from Murray Park as a
balance of youth and experience performing for Rangers at the
highest level is something we all want to see.
Kenny McDowall, Ian Durrant, the playing staff and backroom team
will continue to work tirelessly to reward the Rangers supporters
with success. We all share the common goal of taking this club back
to the top and together the task will be much easier.
We are just one stage away from getting back to where we belong
and while we have Hearts and Hibernian in our division this season
I am confident we will continue to progress and rebuild this great
football club.
On behalf of everyone at Rangers Football Club I would like to
thank our fanbase for their continued support. Their loyalty and
commitment drives us on every day and we are determined to win the
Championship title for them.
Alistair McCoist Manager
Chairman's Report
I am pleased as Chairman of Rangers to present the 2013/14
Annual Report, following a turbulent yet encouraging year in the
history of the football club. Given the journey we have been on it
is amazing that it is only 13 months since I became part of this
Board.
Personally I joined the new Board during November of this
period, quickly followed by Graham Wallace as Chief Executive
Officer and Non-Executive Director Norman Crighton. We joined James
Easdale, who had been appointed in July 2013.
The Board immediately set out to stabilise the business and then
began developing a long-term strategy for the Club; two critical
requirements following a period of considerable uncertainty.
In both cases we have moved significantly forward in our aims in
spite of working in financially pressurised circumstances. There
have been three distinct phases. Firstly, there was a phase during
which we set out to understand the financial condition of the Club
and to build up a list of legacy issues that we needed to address.
The second phase, which has taken much longer, was to address these
inherited issues, in some cases as our finances allowed them to be
addressed. Some of these inherited issues are still being dealt
with and this phase is not yet fully completed. The first two
phases by definition are largely backward looking and involve
dealing with historical issues. The third phase, growing the
football club, in many ways is now the much more interesting, as we
are more and more focused on looking forward to the future.
We all want to return to the top flight of our game, in the
quickest possible time and with the on-going target of competing in
European football. I am sure you will all agree that this will be
more easily achieved if everybody who cares about the Club works
together for the betterment of Rangers, which perhaps has not
always been the case. Our path to restoring Rangers to where we all
want the Club to be, can only be achieved with the continued
support of all supporters, shareholders and business partners.
Although much progress has been made in this financial year, I
am also certain that there will be further testing times ahead, but
I am confident that we will continue to successfully clear every
hurdle put in front of us.
That confidence comes in part from the hard work and dedication
shown by my fellow Board members and also our hard working staff. I
see a positive attitude and effort shown by everybody associated
with the football club. I would like to pay particular thanks to
the staff, who have been unstinting in their loyalty and
dedication, together with our shareholders who have shown support
and who have given encouragement for our plans.
On the subject of support, much has been written about our fans
and elements of our fan base this year and let me make one thing
very clear, we know how much they care about their football club.
We do understand their concerns and appreciate their passion.
During this period I have felt that one of the sad things is that
perhaps because of the recent Rangers history, it has been
understandable that supporters are often suspicious of any Rangers
Board. I sincerely hope that, over time, fans will come to realise
that the often very difficult decisions being made are necessary
for the future success of Rangers.
We are asking at the 2014 Annual General Meeting for permission
from our shareholders to enable us to issue shares for cash both on
a non-pre-emptive and pre-emptive basis to ensure maximum
flexibility for the Company to raise equity finance in the most
cost efficient manner with a view to continuing to improve the long
term financial stability of the Club. Permission to issue shares
for cash on a non pre-emptive basis was not approved at the 2013
Annual General Meeting given the uncertainty over the strategic
objectives for the Club at that time. This has limited the
Company's ability to raise equity finance and has meant that since
December 2013 Rangers has borrowed money to fund the Club. Very
early in the 2014 calendar year, we borrowed money from George
Letham and Sandy Easdale for a few months. This money has since
been repaid, but I would like to publicly thank them for their
support during the months in which we borrowed from them.
More recently, since the end of the 2013/2014 financial year, we
have again needed finance as operating revenue has been lower than
anticipated. We were lucky that two individuals plus one consortium
were willing to discuss offering Rangers financial support. There
has been much recent speculation on these discussions and perhaps
mainly with regard to the prospective support from a consortium
which included Dave King and many questions as to why this proposal
was not accepted by the Board. Given Rangers' history in doing
deals with people, the Board agreed at the outset of any
discussions with potential funders that it was very important that
the Board undertook a high degree of due diligence in relation to
any discussions. The Board also had a timeline set within which the
best proposal would be completed.
The first stage was a simple one of potential funders providing
evidence that they had the uncommitted funds available and
confirming the identity of the potential funders. Two of the
potential funders were able to provide immediate proof of funds and
identity details. The consortium which included Dave King was
unwilling to provide proof of funds or identity details for
consortium members until the condition to their funding had been
met. The Board were informed that the consortium comprised eight
members in total and details of the identity of each consortium
member was requested by the Board together with proof of funds. The
consortium required the Board, as a condition of progressing these
funding discussions, to obtain the prior consent of more than 75%
of shareholders to support their proposal to provide equity
funding. The Board were unable to obtain the comfort required by
the consortium from shareholders without details of consortium
members and the proof of funds, particularly as other proposals had
provided this certainty and represented immediately available
sources of finance. The consortium were principally interested in
discussing a significant equity finance solution which would not
have been capable of immediate completion given the need for either
a pre-emptive offer to have been made first or for new
Business review(continued)
authority to allot shares on a non pre-emptive basis to be
granted at the 2014 Annual General Meeting. The Board were then in
a position where the immediately executable proposals were assessed
on their commercial merits and the Board consulted with significant
shareholders as part of this process.
Since the end of the financial year, two of our directors
(Graham Wallace and Philip Nash) resigned. Philip was an interim
Finance Director and originally was only asked to work for 3
months; so we always knew his was a temporary position. At the
start of their tenure, Graham and Philip undertook a 120 day
business review, the outcome of which required us to continue to
operate at a significant loss until we returned to the Premiership.
Although Graham had the full support of the Board and, the Board
believed, of significant shareholders to implement this plan, in
the event the Board found that shareholders appetite to support the
level of losses envisaged in this strategic plan waned.
Sadly, this year, one of our greatest supporters will not be
with us on the rest of this journey. In April we lost Sandy Jardine
- a truly inspirational Ranger. I had the privilege of meeting him
a number of times before he left us and I found him to be one of
football's true gentlemen. Sandy will be forever revered and the
re-naming of the Govan Stand in his memory is a fitting tribute to
a truly wonderful person who cared so passionately about his
Club.
When the Board and I set out on this venture just over 12 months
ago, there were two important aims. Personally I hope that these
will be our long term legacy to Rangers. Firstly, to ensure that
the events of the recent past can never again happen to Rangers and
secondly, to ensure Rangers gets back to the top in football. These
remain my long term focus. Last year, at the AGM, I said that I was
proud to be Chairman of Rangers. I repeat that today, because I
genuinely believe it is a privilege to be Chairman of this great
Club.
A. Operational Report
2013/14 saw Rangers Football Club complete the second stage of
our rise back to the top of Scottish football and the year also
brought another vital component for a new Rangers to emerge for the
future - a structured and measured approach to rebuilding the
football club.
An unbeaten SPFL League One campaign was an excellent return for
Alistair, his staff and the players and they deserve our
congratulations. While we were all ultimately disappointed to have
been defeated in both the Ramsdens Cup Final and the William Hill
Scottish Cup semi final, our fundamental objective of achieving
promotion was comfortably achieved with a points total into three
figures.
I was delighted that the Board was able to further support the
Manager in providing funds for the recruitment of nine players in
2013/14 and also in the period immediately after the end of the
financial year when we brought Kenny Miller, Kris Boyd, Steve
Simonsen and Lee Robinson back to the Club, together with the
signings of Marius Zaliukas and Darren McGregor.
While the success of any major football club will always be
benchmarked by its first team, a strong Youth Academy is also an
informative barometer of long-term health and well being. It is
very pleasing to see the quality and quantity of young talent being
nurtured at Murray Park. Last season our Under 20s won the SFA
Youth Cup and narrowly lost out in the title race in the final week
of the campaign. 57 players from our Under 14 to Under 21 age
groups were called into international squads and three more Murray
Park Academy graduates made their first team debuts.
The ladies and girls teams have come a long way in a short space
of time, enjoying significant success. In season 2013, the Ladies
reached the semi- final of the Scottish Cup, The Under 17s team
secured the league, Scottish Cup and League Cup treble, the U15s
and U13s finished second in the leagues and a new U11s team has
been introduced. Internationally, the Rangers ladies teams have
contributed 22 players to the Scotland teams across all age
groups.
Ibrox hosted both Scottish Cup semi finals last season and then,
in the post-reporting period, the enormously successful Rugby
Sevens event during the recent Commonwealth Games. Over 170,000
people attended the competition over two days and we look to
further utilise the stadium in future for non- football events.
Our supporters once again showed why they are so remarkable with
an average league attendance of over 40,000 for our 36 home games -
the seventh highest average in British football - and they also
followed the Club in huge numbers on our travels.
When the Board of Directors was ratified half way through the
2013/14 financial year, it received a mandate to develop, support
and enhance on-pitch performance and to ensure Rangers becomes more
financially secure.
In order to begin this process we instigated a comprehensive
Business Review of Club operations in order to create a football
club fit for purpose.
The Business Review identified that Rangers was in a more severe
financial condition than the Board had believed at the time of the
2013 AGM and also discovered major operational, commercial and
strategic issues which were far more serious than anticipated.
While we continue to deal with some of these challenges, I am
pleased to report that much progress has been made and we have
still continued momentum on all fronts.
These financial results show the significant progress we have
made since December 2013 in our quest to reposition Rangers at the
pinnacle of Scottish football.
In this financialyear, we have:
-- Improved trading performance
-- Stabilised the financialprofile by reducingthe cost base
-- Dealt with a number of legacy issues
-- Built new commercial partnerships
-- Added to the quality of the playingsquad
-- Created a Strategic Plan to drive on-field successwhile being financially robust
-- Made significant steps towards reconnecting with our fan base
Iam pleased to be able to report to you that significant
progress has been made to reduce operatinglosses and gettingcosts
under control,thanks to the work carried out since the Board was
appointed. The increase in revenue is satisfying and primarily due
to the increased receiptsin retail, sponsorship and
advertising.
Business review(continued)
Our work to improve our commercial offering is proving
successful and I am delighted that we reached a three-year
agreement with the UK's premier online casino company 32Red to
become our shirt sponsor. It is a testament to the attraction the
Club retains within the commercial sector and the new partnership
gives 32Red a strategic platform in which to further increase the
visibility of their brand, as well as access to Scotland's largest
football club fan base. They join Puma, Coca Cola and Sports Direct
as important and valued partners.
In the post-reporting period, global drinks giant Heineken
agreed to become our official beer provider and one of the world's
leading information technology businesses, Huawei, are now our
official wifi provider. They are most welcome and we look forward
to developing mutually beneficial long- term relationships.
It was made clear in the Business Review that if there was a
substantial decrease in season ticket sales for the 2014/15 season,
it would have a detrimental effect on our financial planning, and
sadly this has occurred.
We have seen a significant reduction in our season ticket
numbers for the current season. Some fans decided not to renew
their season tickets but stated that they will continue to support
the team by attending on a match-by-match basis. We respect
everybody's decision to make the choice they feel is right for them
although it should be noted at the time of writing, that the number
of fans attending our home league games so far this season is down
year-on-year.
This has had a large negative effect on our balance sheet and
reduces our ability to move forward with the desired momentum and
the Club has been compelled to seek additional funding to make up
the shortfall. On 12 September 2014 we successfully completed an
open offer raising gross proceeds of GBP3.13 million from existing
shareholders to provide some measure of financial support. We have
also secured in October and November of this year a credit facility
with MASH Holdings Limited of GBP3.0m.
The Board will seek shareholder approval at the 2014 Annual
General Meeting to enable us to issue shares for cash both on a
non-pre-emptive and pre- emptive basis to ensure maximum
flexibility for the Company to raise equity finance and to provide
the financial capability required to develop the Club in the longer
term.
Our fiscal approach is to be prudent, balanced and responsible.
It is undertaken by a Board who are fully committed to the highest
levels of corporate governance and custodianship.
We continue to chart our future strategyin the five key areas
of:
-- DevelopingFootball Performance and Capability
-- Focus on Player Asset Management and Youth Development
-- Re-connectingeffectively to our Local and Global Fan Base
-- DevelopingBest in Class Commercial and Operational Capability
-- StrengtheningCommitment to our Communities
The year also saw Rangers make the first, important steps
towards building an effective programme of engagement with our fan
base. Fans were contacted via email, SMS, online and at match days
to assist in our Ready To Listen Initiative, showing we are serious
about improving communications and dialogue with all supporters.
Subsequent focus groups took place in Ibrox with feedback generated
helping to shape the direction of the Club's fan engagement
strategy.
The supporters were asked to take part in a survey that was used
to help give focus to the new Membership scheme. Every season
ticket holder automatically received a complimentary founder
membership and a newly democratically elected Official Rangers Fans
Board was formed in the 2014/15 season after an independent
Nominations Committee reviewed applicants and nominated a shortlist
for fans to vote for.
The nominations committee included former Rangers Captain and
Hall of Fame member David Weir, rugby international Alastair
Kellock, Reverend Stuart MacQuarrie and five Rangers supporters.
The newly elected Fan Board comprises:
Female Fans: Alison Clark-Dick Families: ChristineMurdoch
Overseas Fans: Gary Gillan
Fans in Glasgow/Govan Community: William Gillan Disabled Fans:
William Paterson
Business review(continued)
Ethnic Minorities: Zia Islam Under 18s: William Findlay
Ibrox Match Ticket Purchasers: Robert Callaghan Corporate Fans:
Tom Clements
Official Members: Tom Johnstone Season Ticket Holders:Alan
Fraser
We sincerely hope that this new Fan Board will help us to
improve our communication with fans and will help us to understand
and address their concerns.
We have also begun a wider ranging plan to improve the match day
experience at Ibrox and refresh our home game experience in order
to return it to a best-in-class venue.
We conducted a full brand review across the football club, which
has identified several areas to be addressed and improved. This
will involve the launch of a new website and media offering for our
global supporter base. It will also look at our wider environment
with the aim of improving the matchday experience.
Through the positive promotion of sport, education and physical
activity, the brand of Rangers Football Club has been a powerful
force for good across many communities. The Rangers Charity
Foundation has a strong track record of success that can be
enhanced for wider benefit to positively improve lives in the
communities in which we operate.
We recognise our responsibility to the wider community, and are
fully committed to using the passion for the Club to make a
difference to people's lives in our local and global Rangers
communities. Now in its 14th season the Club's community programme
is being re-invigorated and working with strategic partners,
focusing on key areas of community need including:
-- Health & Wellbeing
-- Education
-- Equality & Fairness
-- Employability
-- Community Safety and Sustainability
Our domestic community projects impact thousands of lives on a
weekly basis. We work closely with partners including Glasgow City
Council, SAMH, Princes Trust, SPFL Trust, East Dunbartonshire
Council, Community Health Care partnership, Helping Heroes and
Glasgow Community Safety Services.
The Old Firm Alliance projects reach around 30,000 individuals
per year, increasing physical activity among 12 - 18 year olds;
providing healthy life style workshops to children in over 60
schools throughout Glasgow and educating on anti-social
behaviour.
Recovery with Rangers helps adults with addictions to improve
their fitness, while our Get Active programme working with adults
with mental health issues has produced significant results in
improving self-esteem.
More than 450 young primary school children joined our Tobacco
& Young People Project, culminating with an event at Rangers
training ground Murray Park.
Expanding Rangers reach and influence worldwide and developing
the footballers of the future is high on our agenda and the Rangers
Soccer Schools brand continues to extend the reach of the Club
worldwide with Rangers coaching staff working with players from
over 10 countries including new additions such as Bermuda, Italy
and Malta.
The launch of the Rangers North American Academy has seen 12
partner clubs join in the first year of its life, adding over
10,000 players to our family.
There remain significant challenges ahead, but the work carried
out in the second half of the year 2013/14 across the entire
football club has laid solid and stable foundations for the
future.
Everybody associated with Rangers is working tirelessly in order
to build a successful long-term future that everybody who loves
this Club can be proud of.
Business review(continued)
B. Finance Report
We are pleased to present a set of financial results that
reflect important progress in re-establishing a strong and
self-sustaining Rangers Football Club.
Although we have experienced difficult trading conditions, there
have been a number of important and positive, developments in our
fiscal position during the financial year.
A 32% increase in total revenue from GBP19.1m to GBP25.2m was
recorded in the year ending 30 June 2014, with the majority of the
uplift due to the first full year of our retail venture with our
long term partner Sports Direct. This resulted in a 375% increase
in retail revenue from GBP1.6m to GBP7.6m. It should be noted that
the previous financial year's total is from a considerably shorter
period in which our new retail business was trading and therefore
is not a like-for-like comparison.
As at 30 June 2014, the Group had a cash balance of GBP4.6m.
Reduced revenues from gate receipts and hospitality down from
GBP13.2m to GBP12.4m were a direct result of the lower match day
attendances from both season ticket holders and walk-ins. This
shortfall was offset by increased revenue from sponsorship and
advertising up from GBP0.8m to GBP1.5m illustrating the
improvements in the Rangers brand perception. Proceeds from ticket
sales were also adversely impacted by the decision not to increase
prices of either season or match day tickets from the previous
season.
Season ticket sales were down from 38,228 in 2012/13 to 36,039
in the 2013/14 financial year, resulting in a fall in revenue from
GBP8.1m to GBP7.7m in financial years 2012/13 and 2013/14
respectively. Our average home league attendance also fell from
45,111 in the 2012/13 season to 41,444 in 2013/14.
Other Operating Income rose from GBP1.7m to GBP2.1m, a 22%
increase, mainly as a result of hosting both Scottish Cup Semi
Finals and an increased associated uplift in matchday catering
revenues.
The Senior Management team has carried out an extensive review
of the entire business operation at the Club since the Board was
reconstituted almost half way through the fiscal year. This work
has achieved substantial progress in reducing the cost base carried
over from the previous financial year. Bringing costs under control
was a primary objective in the last six months of 2013/14.
Operating losses almost halved from GBP14.4m to GBP8.3m - a 42%
reduction in a critical area. Staff Costs are down by 18% from
GBP17.9m to GBP14.7m with the biggest progress coming in a GBP1.9m
reduction in salary costs following the Manager's decision to take
a salary cut together with a reduction of the wage bill and
termination payments in the playing squad.
A reduction in staffing levels from 146 to 122 in this period
resulted in a further GBP0.7m saving in salary costs across the
business.
Other Operating Charges were up from GBP13.3m to GBP16.4m due
mainly to the increased costs of sales in the retail business that
is to be expected with the improved performance in our retail
operation.
In the post-reporting period the Board was pleased to announce
the successful Open Offer for existing shareholders which resulted
in 15,667,860 new Ordinary Shares being issued. This raised
proceeds of GBP3.13m (before fees and expenses) and provided
additional working capital which was required during the course of
the current financial year.
During the year we were able to secure short-term loans of
GBP1.5m from the Club's shareholders Sandy Easdale and George
Letham, and since the year- end we have secured a further credit
facility of GBP3m from another shareholder MASH Holdings Ltd.
As outlined in the strategic report, our forecasts indicate that
a further capital raise will be required during the current
financial year in order for the business to meet working capital
requirements and for the Club to progress up the league
pyramid.
David Somers Executive Chairman
Strategic report
About Rangers International Football Club plc (the "Company",
"RIFC", and including its Subsidiaries, the "Group"), and Rangers
FootballClub (the "Club")
Rangers Football Club, formed in Scotland in 1872, is one of the
world's most successful clubs, having won 54 League titles, 33
Scottish Cups, 27 League Cups and the European Cup Winners' Cup in
1972. The Club's loyal and sizeable supporter base, both in
Scotland and around the world, enables the Club to boast one of the
highest percentages of season ticket holders in the UK. Playing at
the 51,082 seater Ibrox Stadium and benefitting from the world
class 37 acre Murray Park training facility, Rangers have been a
dominant force in Scottish football for decades. This world class
stadium, training infrastructure and a loyal and passionate global
fanbase provide an excellent foundation for the Company.
The Club recently secured the SPFL League 1 title of the
Scottish Professional Football League (SPFL), and it is the
intention of the Directors and the Manager for the Club to return
to top level football as soon as possible. The history, facilities
and ambition of the Club are such that the Club remains a desirable
destination for foreign and domestic players alike. The first team
squad is managed by Alistair McCoist, the former Rangers forward,
who remains the Club's all-time leading goal scorer.
The directors, in preparing this Strategic Report, have complied
with s414A to E of the Companies Act 2006.
This Strategic Report has been prepared for Rangers
International Football Club plc and its subsidiary undertakings
(the Group) as a whole and therefore gives greater emphasis to
those matters which are significant to the Group when viewed as a
whole. The Directors have also considered the financial results on
page 9 as part of this report.
Strategic report (continued)
Consolidated Results of Operations
REVENUE
The table below sets out the Group's revenue during
the year:
Year ended 13 month
30 June 2014 30 June 2013
GBP'000 GBP'000
Gate receipts and hospitality 12,361 13,224
Sponsorship and advertising 1,466 819
Retail 7,647 1,607
Broadcasting rights 1,016 778
Commercial 651 974
Other revenue 2,089 1,705
Total revenue 25,230 19,107
Revenue for the year ended 30 June 2014 totalled GBP25.2
million. Of this total, gate receipts and hospitality income
contributed GBP12.4 million. During the year the Club played
eighteen home league matches and four home cup matches (2013:
eighteen home league matches and seven home cup matches). No
revenue is recognised in respect of away fixtures except for a
small share of ticket revenue from away cup matches.
Season ticket income of GBP7.7 million was recognised during the
year to 30 June 2014 based on sales of approximately 36,000 season
tickets. Broadcasting revenue during the year was limited by
playing in SPFL League 1, and therefore having a limited number of
televised matches.
Commercial income of GBP0.7 million, sponsorship income of
GBP1.5 million and broadcast income of GBP1.0m recognised during
the year to 30 June 2014 includes revenue earned from agreements
with the Club's sponsors and commercial partners, as well as the
sale of matchday publications and monies generated from TV and the
SPFL for matches televised or broadcast to the public.
Retail income of GBP7.6 million was recognised in the year, as
the Club's venture with Sportsdirect.com to distribute the Club's
merchandise and strips continued. Three strip launches were
included in the reported figures, with the 2013/14 away and third
replica strip range being released at the start of the year, and
the home replica strip for season 2014/15 released before the year
end.
OPERATING EXPENDITURE
RIFC has incurred the following operating expenses
during the year:
Year ended 13 month period
to
30 June 2014 30 June 2013
GBP'000 GBP'000
Staff costs 14,709 17,943
Other operating charges 16,413 13,317
Hire of plant and machinery 360 193
Depreciation of property, plant
and equipment 1,269 765
Revenue grants - (374)
Amortisation of trade marks 2 1
Amortisation of players' registrations 929 1,718
Auditor's remuneration 155 105
Total operating expenses 33,837 33,668
Player costs are RIFC's most significant expenditure, including
GBP6.5 millionin respect of the firstteam playing squad.First team
playersalary costs are contractual and each player'ssalary is
unique.
Strategic report (continued)
Other operating charges include matchday costs, such as
policing, stewarding and pitch costs.
Other Operating Charges were up from GBP13.3 million to GBP16.4
million due mainly to the increased costs of sales in the retail
business that is to be expected with the improved performance in
our retail operation.
CASH FLOW
The main sources of income for RIFC and its subsidiaries are
season ticket sales, other match related revenue, commercial income
and proceeds from the sale of players' registrations, which
typically occur during the summer transfer window.
Cash payments primarily consist of the player and staff wages,
direct costs and the payment of player transfer fees payable in
respect of acquired players.
The following table shows information regarding RIFC's cash flows
for the year to 30 June 2014.
Year ended 30 June 13 month period to 30
2014 June 2013
GBP'000 GBP'000
Cash used in operations (5,742) (7,561)
Net cash used in investing
activities (1,546) (10,526)
Net cash from financing
activities 697 29,285
------------------------------- ------------------------------------ -------------------------------------------
Net (decrease)/increase
in cash and cash equivalents (6,591) 11,198
------------------------------- ------------------------------------ -------------------------------------------
Cash used in operations in the year to 30 June 2014 totalled
GBP5.7 million, including cash received from season tickets, other
matchday revenue, as well as operating expenditure.
Net cash used in investing activities of GBP1.5 million mainly
included GBP1.5 million net spend on property, plant and
equipment.
The net cash inflow from financing activities of GBP0.7 million
included GBP1.5 million of loans being drawn down, GBP0.7 million
of repaid leases, and
GBP0.1million of distribution of dividends to Sports Direct as a
minority interest in Rangers Retail Limited.
Season ticket cash inflows are predominantly received between
May and September each year as this is when season tickets are
renewed.
KEY PERFORMANCE MEASURES
RIFC uses a number of key performance measures in its business,
including statutory measures, such as revenue and operating
profit/(loss), before and after player trading. The most
significant non statutory measures used include the wages/turnover
ratio and season ticket sales. Key non-financial measures include
on pitch performance and attendance. The table below shows some
KPIs for the year to 30 June 2014.
13 month
Year ended 30 period to
June 2014 30 June
2013
Total revenue (GBP'000s) 25,230 19,107
( 14,361
Operating loss (GBP'000s) (8,300) )
First Team Wages/Turnover ratio 26% 43%
Number of games played (total) 49 49
Number of games played (SFL home) 18 18
Number of games played (SFL away) 18 18
Number of games played (Cup home) 4 7
Number of games played (Cup away) 8 4
Number of other games (Friendlies) 1 2
Number of season tickets sold 36,039 38,228
Season ticket sales (GBP'000s) 7,726 8,056
Average season ticket price (GBP) 214 210
Average attendance (league home matches) 41,444 45,111
========================================= ======================================================== =================
Strategic report (continued)
CURRENT TRADING AND PROSPECTS
Last season, the Club's first team successfully claimed the SPFL
League 1 title. In addition, the Club's first team reached the Semi
Final of the Scottish Cup, and the Final of the Ramsdens Cup. In
the current season, the Club plays in the SPFL Championship and
currently sits in second place.
The Club enjoys a world class stadium and training
infrastructure and a loyal and passionate global fan base, which
provide a predictable income and the foundation for the Company.
The Directors believe that digital media and RIFC's broadcasting
arrangements enable RIFC to capitalise on the Club's brand better
than has taken place before. Directors are confident that the
future of the Company is bright and encourages them as they seek to
achieve their goal of securing Rangers as a leading club in world
football. Securing promotion to the Premiership will help them in
this task.
RISKS AND UNCERTAINTIES
The Board sets out below the principal risks and uncertainties
that it considers to be associated with the running of a
professional football club. Due to the nature of professional
football there are many risks and inherent uncertainties due to the
nature of participating in competitive sport. These risks are
regularly reviewed internally by executive management and overseen
by the Audit Committee.
Each risk when identified is analysed to determine the
likelihood of the risk occurring, the potential impact it may have
on the Group if it did occur, and the steps that have been or
should be taken to reduce the likelihood of occurrence and mitigate
the impact if it did occur. Management personnel are responsible
for managing these risks and the required steps to be taken are
subject to direction and on-going review by executive management
and directors.
The Directors consider that the principal risks to the
performance of the business continue to fall under the following
headings:
Future funding
The current and future financial position of the Group, its cash
flows and liquidity position have been reviewed by the Directors.
The forecasts indicate that further funds will be required early in
the year 2015. The Directors have several options open to them to
raise the required funds and have been approached by several
parties wanting to offer funds on a secured basis. Whilst these
conversations are at an early stage it does appear that a
commercially acceptable agreement can be secured.
Litigation
The company operates at risk of litigation procedures from third
parties, which are dealt with as they arise and on an individual
basis. The ongoing case relating to Craig Whyte and Aidan Earley
referred to in Note 30 is the only case deemed worthy of
disclosure.
Retail revenue
The sale of merchandise through the Club's venture with
Sportsdirect.com is a significant source of cash for the company
through the profit-share agreement. The revenue through the stores
is unpredictable, driven either by the quality of the products or
level of support from the fans.
Season ticket revenues
Significant revenue is earned from the sale of season tickets.
Current economic conditions can affect supporters' available income
and there is a risk that the season ticket sales may fall. As well
as the level of supporter engagement, the quality on the pitch, the
standard of matchday entertainment, the level of success from the
previous season, the level of opposition, together with pricing all
have an effect on the decision to buy. Many of these factors are
beyond the control of the Group.
Matchday attendances
Substantial income is derived from matchday ticket sales and the
sale of various products and services on match days, including
hospitality, catering and programmes. Worse than expected results
and inclement weather, especially during the winter months can lead
to a drop in attendances.
Broadcasting contracts and football competitions
The SPFL sells domestic broadcasting rights centrally. The Club
currently competes in the SPFLChampionship, which provides lower
revenue streams than the Group aims to receive in future years. The
future level of revenue is not contractually guaranteed, and is
subject to influence from third parties.
Player transfer market and wages
The football club is subject to two transfer windows within the
year. The unpredictable nature of these, with players able to move
relatively freely, despite their contracts and many clubs looking
to buy players with comparative skills, means that all clubs cannot
guarantee that they will retain or add to the squad to meet their
requirements. The short transfer window can also have an
inflationary effect on prices or alternatively drive selling prices
down.
Strategic report (continued)
Player wages are subject to influence from competing clubs,
particularly in those leagues with lucrative media contracts,
significantly exceeding those available in smaller domestic
markets. Consequently, all transactions are affected by a series of
variable factors which result in the market being
unpredictable.
Each of the factors above are influenced significantly by
uncertainties beyond the control of the Group.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group is exposed to financial risk through its financial
assets and liabilities. The key financial risk is that the proceeds
from financial assets are not sufficient to fund the obligations
arising from liabilities as they fall due. The most important
components of financial risk are interest rate risk, currency risk,
credit risk, liquidity risk, cash flow risk and price risk. Due to
the nature of the Group's business the financial risk that the
Directors consider particularly relevant to the Group is cash flow
risk. The Group addresses cash flow risk by carefully managing its
working capital inflows and outflows. The Group manages its working
capital inflows and outflows to minimise any material foreign
exchange risk. The Group does not enter into complex financial
instruments for speculative purposes. Further information is
provided in note 21 to the financial statements.
PROPERTY MATTERS
The property valuation report from DM Hall dated 10 October 2012
includes a valuation of the company's properties under a
depreciated replacement cost method at 31 August 2012 as
follows:
-- Ibrox Stadium - GBP65.2 million; and
-- Murray Park - GBP14 million. This represents a combined value of GBP79.2 million.
The Company's financial statements includes the properties at an
existing use valuation of GBP42.2 million at 30 June 2014 after
charging depreciation of
GBP0.8 million.
At each balance sheet date, RIFC will review the carrying
amounts of its non-current assets to determine whether there is any
indication that those assets have suffered an impairment loss by
reference to their carrying values (including their revalued
amounts). As at 30 June 2014, the Directors completed an impairment
review by reference to discounted cash flows to ascertain the value
at which the property and other non-current assets could be
supported.
This exercise supported a carrying value of RIFC's non-current
assets of GBP64.9 million. Accordingly, RIFC's property, which has
been revalued under an existing use basis, has been included within
the financial statements fixed asset balance of GBP47.1 million
with other non-current assets being included at GBP17.8 million.
The Directors will re-visit this exercise at each subsequent
balance sheet date to consider whether the value in use calculation
can support a higher value of RIFC's properties.
GOING CONCERN
The Directors are required to prepare the statutory financial
statements on the going concern basis unless it is inappropriate to
presume that the Group and Parent Company will continue in
business. In satisfaction of this responsibility the Directors have
considered the Group's ability to meet its liabilities as they fall
due.
The company's business activities, together with the factors
likely to affect its future development and performance are set out
in the Strategic Report. The Strategic Report also describes how
the Group manages its capital, its liquidity risk and its exposure
to credit risk.
The Group meets its day to day working capital requirements
through existing cash facilities, shareholder loans and finance
leases. Management information tools including budgets and cash
flow forecasts are used to monitor and manage current and future
liquidity. The Directors acknowledge that there is a level of
uncertainty in the general economic environment which may impact
the trading position of its customers and suppliers.
The Board has undertaken a recent and thorough review of the
Group's forecasts and the associated risks. These forecasts extend
for a period beyond one year from the date of approval of these
financial statements. The extent of this review reflected the
current economic environment, the Club's current and projected
trading and position in Scottish football.
The forecasts make key assumptions, based on information
available to the Directors, around:
-- Continued progression through the Scottish league structure.
The Group's forecast assumes the Club will achieve promotion to the
Scottish Premiership at the conclusion of the 2014/15 season.
Strategic report (continued)
-- Season ticket sales, the timing and amount of which are
consistent with the Club's historic experience. The forecasts
include an uplift in season ticket numbers and prices from season
2014/15 to reflect the expected return to the Scottish Premiership
(while still remaining below the levels when the Club was
previously in the SPL).
-- Matchday income, which is projected to grow as the Club
progresses through the Scottish League structure.
-- Sponsorship, commercial and other non-matchday income
reflecting customer confidence returning and increased hospitality
demand.
-- The timing and amount of cash flows from the Group's
merchandise sales through dividends from Rangers Retail
Limited.
-- Further overhead cost reduction measures to reflect the
Club's operations returning to a more stable operating
environment.
-- Payroll costs reflecting the current squad size and
composition. The forecast cash flows do not assume any amounts
generated from player sales.
-- The Group's ability to secure further debt or equity finance
to allow the Group to continue to meet its liabilities as they fall
due. Without taking account of the possibility for refinancing the
GBP3 million short term loan facility falling due for repayment in
April 2015 or of the impact of any cost reduction measures or of
any other potential sources of revenue, such as player transfer or
loan fees, the forecast identifies that the Group will require up
to GBP8 million by way of debt or equity finance within the next 12
months. The forecast indicates that these significant further funds
will be required in early 2015, the first tranche of which being
required in January 2015, to meet day to day working capital
requirements.
-- The Directors recognise that achievement of the forecast is
critically dependent on the football performance for the rest of
the current season. Consequently, a downside sensitivity has been
applied to the forecast to assess the impact of promotion not being
achieved at the end of the current season, and the consequent
impact on revenues and costs for the season 2015/16. While there
would be a significant operating profit impact in 2015/16, the
expected timing of the related cashflows is such that it would not
be expected to increase the funding requirement in the base case
forecast for the period through to the end of November 2015, 12
months from the date of approval of these financial statements.
The current and future financial position of the Group, its cash
flows and liquidity position have been reviewed by the Directors.
The forecasts indicate that further funds will be required in early
2015. The Directors have several options open to them to raise the
required funds and have been approached by several parties wanting
to offer funds on a secured basis. Whilst these conversations are
at an early stage and are therefore outwith the Directors' control,
it does appear that a commercially acceptable agreement can be
secured.
These conditions around the refinancing of the existing short
term loan facilities and the need to secure further financing
result in the existence of a material uncertainty which may cast
significant doubt over the Group's ability to continue as a going
concern and therefore the Group may be unable to realise its assets
and discharge its liabilities in the normal course of business.
Nevertheless, after making the enquiries referred to above, the
Directors believe that there is a reasonable expectation that the
Group and RIFC plc will have adequate resources to continue in
operational existence for the foreseeable future. Accordingly they
continue to adopt the going concern basis in preparing this report
and the statutory financial statements.
LIQUIDITY AND CAPITAL RESOURCES
The RIFC Group maintains cash to fund the daily cash
requirements of its business. The Group does not have access to any
further banking facilities. The Group also has two finance lease
agreements totalling GBP0.9 million.
As at 30 June 2014, the Group held GBP4,607,000 of cash.
Included within cash and bank balances is GBP3,069,000 (2013 -
GBP946,000) relating to Rangers Retail Limited, which is not
immediately available as working capital to the Group as a
whole.
Since the year end, the Group company The Rangers Football Club
Limited has entered into a credit facility agreement with MASH
Holdings Limited, a company controlled by Mike Ashley, an existing
shareholder of the Group.
On 27 October 2014, the first credit facility of GBP2m was
agreed, for a period of six months, interest free. The facility is
secured by standard security over the properties of Edmiston House
and Albion car park.
On 12 November 2014, an extension to this facility of GBP1m was
agreed, under the same terms. Approved by the Board and signed on
its behalf by:
DAVID SOMERS, Executive Chairman 26 November 2014
Directors' report
The Directors present their report on the affairs of the Group
together with the financial statements and Auditor's Report for the
year ended 30 June 2014.
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The principal activities of the Group continue to be the
operation of a professional football club in Scotland together with
related commercial activities. A review of the Group's business, an
indication of the likely future developments of its business and a
description of the principal risks and uncertainties facing the
Group are contained in the Business Review on pages 3 to 9, and the
Strategic Report on pages 10 to 15.
STRATEGIC REPORT
As the Company and its principal subsidiaries are managed and
controlled as a single entity, the review of business and future
developments, which is set out in the Strategic Report on pages 10
to 15, reflects the performance of the Group. A separate review of
the Company would not be meaningful and is therefore not
presented.
ENVIRONMENTAL MATTERS AND EMPLOYEE MATTERS
The Company aims to operate as a responsible employer. We seek
to minimise the Group's impact on the environment and endeavour to
achieve this through recycling and energy conservation wherever
possible. We are also committed to maintaining a workplace of the
highest standard and seek to do so by ensuring that we provide
training programmes, appropriate remuneration and a positive
working environment.
RESULTS AND DIVIDENDS
The audited consolidated income statement for the year ended 30
June 2014 is set out on page 9. The Directors have not recommended
the payment of a dividend (2013: nil).
DIRECTORS
The Directors serving throughout the year and to the date of
this report were as follows:
Name Position Date of Date of
Appointment Resignation
Craig Mather CEO
30 April 16 October
2013 2013
Malcolm Murray Chairman 14 December 2012 9 July 2013
Walter Smith Chairman 14 December 2012 2 September
2013
Brian Stockbridge Finance Director 4 December 2012 24 January
2014
Ian Hart Non-exec Director 14 December 2012 16 October
2013
Bryan Smart Non-exec Director 14 December 2012 16 October
2013
Philip Cartmell Non-exec Director 14 December 2012 9 July 2013
Graham Wallace CEO 25 November 2013 26 October
2014
Norman Crighton Non-exec Director 25 November 2013 -
David Somers Chairman 12 November 2013 -
Philip Nash Finance Director 30 July 24 October
2014 2014
Derek Llambias Non-exec Director 3 November 2014 -
James Easdale Non-exec Director 11 July -
2013
DIRECTORS' INDEMNITIES
The Group or Company has not made any qualifying third-party
indemnity provisions for the benefit of its Directors during the
period.
CHARITABLE AND POLITICAL DONATIONS
The Group made cash donations of GBP22k (2013: GBP165k) to
international, UK-based and local charities during the period. The
Group made no political donations during the year (2013: nil).
DISABLED EMPLOYEES
Applications for employment by disabled persons are always
considered fully, bearing in mind the aptitudes of the applicant
concerned. In the event of members of staff becoming disabled,
every effort is made to ensure that their employment within the
Group continues and appropriate training is
Directors' report(continued)
arranged. It is the policy of the Group that the training,
career development and promotion of disabled people should, as far
as possible, be identical to that of other employees.
EMPLOYEES CONSULTATION
The Group places considerable value on the involvement of its
employees and has continued to keep them informed on matters
affecting them as employees and on the various factors affecting
the Group. This is achieved by departmental meetings and intranet
notices.
SUPPLIER PAYMENT POLICY
The Group's policy on payment of creditors is to negotiate
payment terms when agreeing the terms of each transaction. In the
majority of cases this involves payment within 30 days of the
invoice date; however, where discounts are available it is
generally the policy to pay earlier and benefit accordingly.
KEY PERFORMANCE INDICATORS
The Directors monitor the business based on a number of key
performance measures, being both financial and football-related, as
shown in the Strategic Report.
AUDITOR
In the case of each of the persons who are Directors of the
Company at the date when this report was approved:
-- so far as each of the Directors are aware, there is no
relevant audit information (as defined by the Companies Act 2006)
of which the Company's auditor is unaware; and
-- each of the Directors has taken all of the steps that he
ought to have taken as a Director to make himself aware of any
relevant audit information (as defined) and to establish that the
Company's auditor is aware of that information.
This information is given and should be interpreted in
accordance with the provision of Section 418 of the Companies Act
2006. A resolution to reappoint Deloitte LLP will be proposed at
the forthcoming Annual General Meeting.
Approved by the Board and signed on its behalf by:
DAVID SOMERS, Executive Chairman 26 November 2014
Directors' responsibilities statement
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
are required to prepare the group financial statements in
accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union and Article 4 of the IAS
Regulation and have also chosen to prepare the parent company
financial statements under IFRSs as adopted by the EU. Under
company law the directors must not approve the accounts unless they
are satisfied that they give a true and fair view of the state of
affairs of the company and of the profit or loss of the company for
that period. In preparing these financial statements, International
Accounting Standard 1 requires that Directors:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the entity's financial position and financial
performance; and
-- make an assessment of the company's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with
International Financial Reporting Standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the company and the undertakings included in the
consolidation taken as a whole; and
-- the Strategic Report includes a fair review of the
development and performance of the business and the position of the
company and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face; and
-- the annual report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the company's performance,
business model and strategy.
By order of the board
DAVID SOMERS
Executive Chairman 26 November 2014
Corporate governance statement
Corporate governance
Rangers International Football Club plc is listed on AIM and is
not subject to the requirements of the Combined Code on corporate
governance, nor is it required to disclose its specific policies in
relation to corporate governance. However, the directors are
committed to delivering high standards of corporate governance to
the Company's shareholders and other stakeholders including fans,
employees and suppliers.
The Board of Directors operates within the framework discussed
below.
The workings of the Board and its committees The Board of
Directors
The Board meets monthly to consider all aspects of the Company's
activities. A formal schedule of matters reserved for the Board
includes overall strategy and approval of major capital
expenditure.
The Board currently consists of the Executive Chairman and three
non-executive directors. Throughout the majority of the period
under review, the Board has also had a Chief Executive, although
none is in place at the time of this report. A process is underway
to identify a new Chief Executive and Finance Director for the
Group.
Remuneration committees
The Remuneration Committee comprises David Somers, Norman
Crighton, and is chaired by James Easdale. It is responsible for
determining and agreeing with the Board the framework for the
remuneration of the Chief Executive and all other Executive
Directors. It is furthermore responsible for determining the total
individual remuneration packages of each Executive Director
including, where appropriate, bonuses, incentive payments and share
options. The Remuneration Committee will also liaise with the
Nomination Committee to ensure that the remuneration of newly
appointed Executives is within the Company's overall policy. The
Board (excluding non-executive directors) determines the
remuneration of the non-executive directors.
Audit committee
The Audit Committee comprises Norman Crighton, and is chaired by
David Somers. It is responsible for ensuring that the financial
performance of the Company is properly reported on and monitored,
and for reviewing the auditor's reports relating to their audit of
the financial statements. The Committee also reviews the
performance of the auditors including their independence.
Investment committee
The Investment Committee comprises James Easdale, David Somers
and is chaired by Norman Crighton. It is responsible for
controlling the budgetary process and authorisation levels which
regulate capital expenditure. For expenditure beyond specified
levels, detailed written proposals are submitted to the Finance
Director.
Nominations committee
The Nomination Committee is chaired by James Easdale and also
comprises David Somers and Norman Crighton. It is responsible for
reviewing the structure, size and composition of the Board,
preparing a description of the role and capabilities required for a
particular appointment and identifying and nominating candidates to
fill Board positions as and when they arise.
Relations with shareholders
Communications with shareholders are given a high priority by
the Board of Directors who take responsibility for ensuring that a
satisfactory dialogue takes place. Executive Directors meet with
the Company's institutional shareholders following the announcement
of interim and final results and at other appropriate times. The
Company has a website containing investor information to improve
communications with individual investors and other interested
parties.
Fan Board
The year saw Rangers make the first, important steps towards
building an effective programme of engagement with our fan base.
Fans were contacted via email, SMS, online and at match days to
assist in our Ready To Listen Initiative, showing we are serious
about improving communications and dialogue with all supporters.
Subsequent focus groups took place in Ibrox with feedback generated
helping to shape the direction of the Club's fan engagement
strategy.
The supporters were asked to take part in a survey that was used
to help give focus to the new Membership scheme. Every season
ticket holder automatically received a complimentary founder
membership and a newly democratically elected Official Rangers Fans
Board was formed in September 2014 after an independent Nominations
Committee, distinct from the Board Nominations Committee, reviewed
applicants and nominated a shortlist for fans to vote for.
Internal control
The directors acknowledge their responsibility for the Company's
system of internal control and for reviewing its effectiveness. The
system of internal control is designed to manage the risk of
failure to achieve the Company's strategic objectives. It cannot
totally eliminate the risk of failure but will provide reasonable,
although not absolute, assurance against material misstatement or
loss.
Corporate governance statement (continued)
The Company's key risk management processes and system of
internal control procedures include the following:
Management control systems
The Company continues to invest in IT software and
infrastructure in anticipation of future growth. Ticket,
hospitality and event bookings are controlled and monitored by the
Company's own bespoke booking software. Business-wide income and
expenditure is controlled by in-house accounting systems.
These systems provide tight cash and cost controls, aid
maximisation of attendance at matches and provide the necessary
information for company management and the Board to effectively and
efficiently run the business. The Company receives a large amount
of its income in cash from its activities and the directors have
implemented rigorous cash control measures at each of its sites,
particularly the Ticket Centre, which include: daily
reconciliations of cash; daily monitoring of upcoming matches; use
of safes; and regular reviews by company and department
management.
Performance measurement
The Company's financial reporting procedures include detailed
operational budgets for the year ahead and a five year plan,
reviewed and approved by the Board. Performance is monitored
throughout the year through monthly reporting of results versus
budget, and key performance indicators. Relevant action is then
taken including the preparation of updated forecasts for the
year.
Independent auditor's report
We have audited the financial statements of Rangers
International Football Club plc for the year to 30 June 2014 which
comprise the Consolidated Income Statement, the Consolidated
Statement of Comprehensive Income, the Consolidated and Company
Balance Sheets, the Consolidated Statement of Changes in Equity,
the Consolidated Statement of Cash Flows and the related notes 1 to
32. The financial reporting framework that has been applied in
their preparation is applicable law and International Financial
Reporting Standards (IFRSs) as adopted by the European Union, and
as regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR
As explained more fully in the Directors' Responsibilities
Statement, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view. Our responsibility is to audit and express an
opinion on the financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
Ethical Standards for Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the Group's and the parent Company's circumstances
and have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the
directors; and the overall presentation of the financial
statements. In addition, we read all the financial and
non-financial information in the annual report to identify material
inconsistencies with the audited financial statements and to
identify any information that is apparently materially incorrect
based on, or materially inconsistent with the knowledge acquired by
us in the course of performing the audit. If we become aware of any
apparent material misstatements or inconsistencies we consider the
implications for our report.
OPINION ON FINANCIAL STATEMENTS
In our opinion:
-- the financial statements give a true and fair view of the
state of the Group's and of the Parent Company's affairs at 30 June
2014, and of the Group's loss for the year then ended;
-- the group financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union;
-- the parent company financial statements have been properly
prepared in accordance with IFRSs as adopted by the European Union
and as applied in accordance with the provisions of the Companies
Act 2006; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
EMPHASIS OF MATTER - GOING CONCERN
In forming our opinion on the financial statements, which is not
modified, we have considered the adequacy of the disclosures in
note 1 to the financial statements concerning the Group's ability
to continue as a going concern. The Group requires additional
funding to continue to meet its liabilities as they fall due. The
Group has made key assumptions in relation to its ability to secure
further funding in addition to the timing and value of season
ticket income, increases in matchday income and sponsorship, the
timing and value of dividends and further cost reductions.
These conditions around the need to secure further funding,
along with the details provided in note 1 of the financial
statements, indicate the existence of a material uncertainty which
may cast significant doubt over the Group's ability to continue as
a going concern and therefore that the Group may be unable to
realise its assets and discharge its liabilities in the normal
course of business. The financial statements do not include the
adjustments that would result if the Group was unable to continue
as a going concern.
EMPHASIS OF MATTER - UNCERTAIN OUTCOME OF POTENTIAL
LITIGATION
In forming our opinion on the consolidated financial statements,
which is not modified, we have considered the adequacy of the
disclosures made in note 30 to the financial statements concerning
the uncertain outcome of the potential litigation following the
receipt of two letters before claim from legal advisers to Craig
Whyte and Aidan Earley. The Company commissioned an independent
investigation ('the Investigation') to investigate the first
Independent auditor'sreport (continued)
letter before claim, which was concluded on 17 May 2013. On 30
May 2013, following the receipt of a second letter before claim,
the Company announced that the Investigation had been concluded.
The Company is satisfied that a thorough investigation was
conducted despite the inherent limitations of a private inquiry,
and considers the claims have no legal merit. The Company has also
engaged the services of Allen & Overy to defend against these
possible claims, and the Company has had no communication with
Messrs Whyte & Earley or their legal advisers since 30 May
2013. The ultimate outcome of this matter cannot presently be
determined, and accordingly no adjustments have been made to these
financial statements as a result of this matter.
OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the information given in the Strategic Report and
the Directors' Report for the financial year for which the
financial statements are prepared is consistent with the financial
statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
-- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the parent company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
The company has passed a resolution in accordance with section
506 of the Companies Act 2006 that the auditor's name should not be
stated.
Deloitte LLP
Chartered Accountants and Statutory Auditor Glasgow, United
Kingdom
26 November 2014
Consolidated Income Statement
For the year ended 30 June 2014
13 month
Year ended period to
30 June 30 June
Notes 2014 2013
GBP'000 GBP'000
REVENUE 2 25,230 19,107
OPERATING EXPENSES
Amortisation of players' registrations (929) (1,718)
Other (32,908) (31,950)
================================================== ==================== ==================== ====================
Total operating expenses (33,837) (33,668)
================================================== ==================== ==================== ====================
Other operating income 307 200
================================================== ==================== ==================== ====================
OPERATING LOSS (8,300) (14,361)
Profit/(loss) on disposal of player registrations
Non-recurring items 395 (352)
- Release of negative goodwill 5 - 20,465
- Other 5 - (4,261)
Total non-recurring items - 16,204
Finance costs 8 (119) (233)
================================================== ==================== ==================== ====================
(LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE
TAXATION (8,024) 1,258
Taxation 9 (61) (66)
================================================== ==================== ==================== ====================
(LOSS)/PROFIT FOR THE PERIOD (8,085) 1,192
================================================== ==================== ==================== ====================
Attributable to:
Owners of the Company (8,652) 948
Non-controlling interests 567 244
================================================== ==================== ==================== ====================
(8,085) 1,192
================================================== ==================== ==================== ====================
Earnings per ordinary share 31 (13.29p) 2.09p
Diluted earnings per ordinary share 31 (13.29p) 2.06p
All results arise from continuing operations.
The notes on pages 29 to 50 form an integral
part of the financial statements.
Consolidated Statement of Comprehensive Income
Forthe year ended 30 June 2014
13 month
Year ended period to
30 June 30 June
Notes 2014 2013
GBP'000 GBP'000
(Loss)/profit for the period (8,085) 1,192
=============================================== ==================== ======================== =====================
Items that will not be reclassified
subsequently
to the income statement
Gains on property revaluation - 33,988
Deferred tax relating to components of
other comprehensive income 20 1,011 (7,817)
=============================================== ==================== ======================== =====================
Other comprehensive income for the period 1,011 26,171
=============================================== ==================== ======================== =====================
Total comprehensive (loss)/income for
the period (7,074) 27,363
=============================================== ==================== ======================== =====================
Attributable to:
Owners of the Company (7,641) 27,119
Non-controlling interests 567 244
=============================================== ==================== ======================== =====================
(7,074) 27,363
=============================================== ==================== ======================== =====================
Consolidated Balance Sheet
As at 30 June 2014 2014 2013
Notes GBP'000 GBP'000
NON-CURRENT ASSETS
Property, plant and equipment 10 47,134 46,616
Intangible assets 11 17,797 18,436
============================================= =================== ================ =================
64,931 65,052
============================================= =================== ================ =================
CURRENT ASSETS
Inventories 13 184 85
Trade and other receivables 14 3,405 5,231
Cash and bank balances 15 4,607 11,198
============================================= =================== ================ =================
8,196 16,514
============================================= =================== ================ =================
TOTAL ASSETS 73,127 81,566
============================================= =================== ================ =================
CURRENT LIABILITIES
Trade and other payables 16 (8,166) (6,273)
Obligations under finance leases 18 (477) (694)
Deferred income 19 (6,156) (8,156)
Provisions for liabilities 17 (552) -
============================================= =================== ================ =================
(15,351) (15,123)
============================================= =================== ================ =================
NET CURRENT (LIABILITIES)/ASSETS (7,155) 1,391
============================================= =================== ================ =================
NON-CURRENT LIABILITIES
Trade and other payables 16 (364) (520)
Obligations under finance leases 18 (476) (953)
Deferred tax liability 20 (6,685) (7,817)
Provisions for liabilities 17 (281) -
============================================= =================== ================ =================
(7,806) (9,290)
============================================= =================== ================ =================
TOTAL LIABILITIES (23,157) (24,413)
============================================= =================== ================ =================
NET ASSETS 49,970 57,153
============================================= =================== ================ =================
EQUITY
Share capital 22 651 651
Share premium account 23 29,139 29,139
Revaluation reserve 26 26,738 25,883
Retained earnings 27 (7,260) 1,236
============================================= =================== ================ =================
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT
COMPANY 49,268 56,909
Non-controlling interests 702 244
============================================= =================== ================ =================
TOTAL EQUITY 49,970 57,153
============================================= =================== ================ =================
The notes on pages 29 to 50 form an integral
part of these financial statements.
The financial statements of Rangers International Football Club
plc (registered numberSC437060) were approvedby the Directors and
authorised for issue on 26 November 2014.They were signedon its
behalf by:
DAVID SOMERS
Executive Chairman
Company Balance Sheet
As at 30 June 2014
2014 2013
Notes GBP'000 GBP'000
NON-CURRENT ASSETS
Investment in subsidiaries 12 13,295 13,295
============================================= =================== ============== =================
13,295 13,295
============================================= =================== ============== =================
CURRENT ASSETS
Amounts due from subsidiary undertakings 14 15,647 16,163
============================================= =================== ============== =================
NET ASSETS 28,942 29,458
============================================= =================== ============== =================
EQUITY
============================================= =================== ============== =================
Share capital 22 651 651
Share premium account 23 16,179 16,179
Merger reserve 25 12,960 12,960
Retained earnings (848) (332)
============================================= =================== ============== =================
TOTAL EQUITY 28,942 29,458
============================================= =================== ============== =================
The notes on pages 29 to 50 form an integral
part of these financial statements.
The financial statements of Rangers International Football Club
plc (registered numberSC437060) were approvedby the Directors and
authorised for issue on 26 November 2014.They were signedon its
behalf by:
DAVID SOMERS
Executive Chairman
Consolidated Statement of Changesin Equity
Forthe period to 30 June 2014
Non
Share Share Retained Revaluation controlling Total
capital premium earnings reserve Total interests equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At incorporation - - - - - - -
Share capital issued 651 29,139 - - 29,790 - 29,790
Profit for the period
to 30 June 2013 - - 948 - 948 244 1,192
Revaluation movement - - - 33,988 33,988 - 33,988
Deferred tax liability
relating to components
of other comprehensive
income - - - (7,817) (7,817) - (7,817)
Transfer from revaluation
reserve to retained
earnings - - 288 (288) - - -
As at 30 June 2013 651 29,139 1,236 25,883 56,909 244 57,153
Loss for the year to
30 June 2014 - - (8,652) - (8,652) 567 (8,085)
Dividends - - - - - (109) (109)
Deferred tax liability
relating to
components of other
comprehensive income - - - 1,011 1,011 - 1,011
Deferred tax liability
relating to depreciation
of components of other
comprehensive income - - (121) 121 - - -
Transfer from revaluation
reserve to retained
earnings - - 277 (277) - - -
================================ ============================ =============== ================ ================ ============== ==================== ==============
AS AT 30 JUNE 2014 651 29,139 (7,260) 26,738 49,268 702 49,970
================================ ============================ =============== ================ ================ ============== ==================== ==============
Consolidated Statement of Cash Flows
For the year ended 30 June 2014
Year ended 13 month
30 June period
Notes 2014 to 30 June
GBP'000 2013
GBP'000
CASH USED IN OPERATIONS 28 (5,742) (7,561)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of trade and assets - (6,750)
Purchase of intangible assets (345) (1,329)
Purchase of property, plant and equipment (1,487) (3,271)
Proceeds from sale of intangible assets 360 1,052
Interest paid (74) (228)
============================================= =============== ======================= =========================
NET CASH USED IN INVESTING ACTIVITIES (1,546) (10,526)
============================================= =============== ======================= =========================
FINANCING ACTIVITIES
Repayment of lease finance (694) (505)
Proceeds from issue of shares - 29,790
Loans received 1,500 1,815
Loans repaid (1,815)
Distribution of minority interest dividends - (109) -
============================================= =============== ======================= =========================
NET CASH INFLOW FROM FINANCING ACTIVITIES 697 29,285
============================================= =============== ======================= =========================
NET (DECREASE)/INCREASE IN CASH AND CASH
EQUIVALENTS (6,591) 11,198
============================================= =============== ======================= =========================
Cash and cash equivalents at the beginning
of the period 11,198 -
Cash and cash equivalents at the end of
the period 4,607 11,198
============================================= =============== ======================= =========================
(6,591) 11,198
============================================= =============== ======================= =========================
Notes to the FinancialStatements
Forthe year ended 30 June 2014
1. ACCOUNTING POLICIES BASIS OF PREPARATION
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs), adopted by the
EU and therefore
the Group financial statements comply with Article 4 of the EU
IAS Regulation.
ACCOUNTING POLICIES AND CRITICAL ACCOUNTING JUDGMENTS
The following accounting policies have identified by the Board
as being the most significant to the statutory financial
statements.
GENERAL INFORMATION
Rangers International Football Club plc is a Company
incorporated in Scotland. The address of the registered office is
Ibrox Stadium, Glasgow, G51 2XD. The nature of the Group's
operations is that of a football club.
The financial information is presented in pounds sterling
because that is the currency of the primary economic environment in
which the Group operates. All activities of the Group are performed
in the United Kingdom.
SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting
Other than the Group's property which has been revalued, the
financial statements have been prepared on the historical cost
basis. Historical cost is generally based on the fair value of the
consideration given in exchange for the assets. The principal
accounting policies adopted are set out below.
Going concern
The Directors are required to prepare the statutory financial
statements on the going concern basis unless it is inappropriate to
presume that the Group and Parent Company will continue in
business. In satisfaction of this responsibility the Directors have
considered the Group's ability to meet its liabilities as they fall
due.
The company's business activities, together with the factors
likely to affect its future development and performance are set out
in the Strategic Report. The Strategic Report also describes how
the Group manages its capital, its liquidity risk and its exposure
to credit risk.
The Group meets its day to day working capital requirements
through existing cash facilities, shareholder loans and finance
leases. Management information tools including budgets and cash
flow forecasts are used to monitor and manage current and future
liquidity. The Directors acknowledge that there is a level of
uncertainty in the general economic environment which may impact
the trading position of its customers and suppliers.
The Board has undertaken a recent and thorough review of the
Group's forecasts and the associated risks. These forecasts extend
for a period beyond one year from the date of approval of these
financial statements. The extent of this review reflected the
current economic environment, the Club's current and projected
trading and position in Scottish football.
The forecasts make key assumptions, based on information
available to the Directors, around:
-- Continued progression through the Scottish league structure.
The Group's forecast assumes the Club will achieve promotion to the
Scottish Premiership at the conclusion of the 2014/15 season.
-- Season ticket sales, the timing and amount of which are
consistent with the Club's historic experience. The forecasts
include an uplit in season ticket numbers and prices from season
2014/2015 to reflect the expected return to the Scottish
Premiership (while still remaining below the levels when the Club
was previously in the SPL).
-- Matchday income, which is projected to grow as the Club
progresses through the Scottish League structure.
-- Sponsorship, commercial and other non-matchday income
reflecting customer confidence returning and increased hospitality
demand.
-- The timing and amount of cash flows from the Group's
merchandise sales through dividends from Rangers Retail
Limited.
-- Further overhead cost reduction measures to reflect the
Club's operations returning to a more stable operating
environment.
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
1. ACCOUNTING POLICIES (Continued) SIGNIFICANT ACCOUNTING
POLICIES (continued)
-- Payroll costs reflecting the current squad size and
composition. The forecast cash flows do not assume any amounts
generated from player sales.
-- The Group's ability to secure further debt or equity finance
to allow the Group to continue to meet its liabilities as they fall
due. Without taking account of the possibility for refinancing the
GBP3m short term loan facility falling due for repayment in April
2015 or of the impact of any cost reduction measures or of any
other potential sources of revenue, such as player transfer or loan
fees, the forecast identifies that the Group will require up to
GBP8 million by way of debt or equity finance within the next 12
months. The forecast indicates that these significant further funds
will be required in early 2015, the first tranche of which being
required in January 2015, to meet day to day working capital
requirements.
-- The Directors recognise that achievement of the forecast is
critically dependent on the football performance for the rest of
the current season. Consequently, a downside sensitivity has been
applied to the forecast to assess the impact of promotion not being
achieved at the end of the current season, and the consequent
impact on revenues and costs for the season 2015/16. While there
would be a significant operating profit impact in 2015/16, the
expected timing of the related cashflows is such that it would not
be expected to increase the funding requirement in the base case
forecast for the period through to the end of November 2015, 12
months from the date of approval of these financial statements.
The current and future financial position of the Group, its cash
flows and liquidity position have been reviewed by the Directors.
The forecasts indicate that further funds will be required in early
2015. The Directors have several options open to them to raise the
required funds and have been approached by several parties wanting
to offer funds on a secured basis. Whilst these conversations are
at an early stage and are therefore outwith the Directors' control,
it does appear that a commercially acceptable agreement can be
secured.
These conditions around the refinancing of the existing short
term loan facilities and the need to secure further financing
result in the existence of a material uncertainty which may cast
significant doubt over the Group's ability to continue as a going
concern and therefore the Group may be unable to realise its assets
and discharge its liabilities in the normal course of business.
Nevertheless, after making the enquiries referred to above, the
Directors believe that there is a reasonable expectation that the
Group and RIFC plc will have adequate resources to continue in
operational existence for the foreseeable future. Accordingly they
continue to adopt the going concern basis in preparing this report
and the statutory financial statements.
Basis of consolidation
The Group's set of financial statements incorporates the
financial information of Rangers International Football Club plc
and entities controlled by the Company (its subsidiaries). Control
is achieved where the Company has the power to govern the financial
and operating policies of an investee entity so as to obtain
benefit from its activities. All intra-Group transactions,
balances, income and expenses are eliminated on consolidation.
Non-controlling interests in subsidiaries are identified
separately from the Group's equity therein. Those interests of
non-controlling shareholders that are present ownership interests
entitling their holders to a proportionate share of net assets may
initially be measured at fair value or at the non- controlling
interests' proportionate share of the fair value of the acquiree's
identifiable net assets. The choice of measurement is made on an
acquisition- by-acquisition basis.
The subsidiary company Rangers Retail Limited has been treated
as a company under the control of Rangers International Football
Club plc, and consolidated as such. RIFC plc owns 51% of the shares
in Rangers Retail Limited, and the distribution of cash dividends
to the parent company is approved by the Board of the subsidiary.
Control over the design and approval of the kit, and the licensing
of the brand, is exercised through the IP Licence agreement the
Group entered into with Rangers Retail Limited in 2012.
Business combinations
Acquisitions of subsidiaries and businesses are accounted for
using the acquisition method, other than for The Rangers Football
Club Ltd. The use of merger accounting applied to the acquisition
of The Rangers Football Club Ltd. The consideration for each
acquisition is measured at the aggregate of the fair values (at the
date of exchange) of assets given, liabilities incurred or assumed,
and equity instruments issued by the Group in exchange for control
of the acquirer. Acquisition-related costs are recognised in profit
or loss as incurred.
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
1. ACCOUNTING POLICIES (Continued) SIGNIFICANT ACCOUNTING
POLICIES (continued)
The acquirer's identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS
3(2008) are recognised at their fair value at the acquisition date,
except that:
- deferred tax assets or liabilities and liabilities or assets
related to employee benefit arrangements are recognised and
measured in accordance with IAS 12 Income Taxes and IAS 19 Employee
Benefits respectively.
Goodwill
Goodwill arising in a business combination is recognised as an
asset at the date that control is acquired (the acquisition date).
Goodwill is measured as the excess of the sum of the consideration
transferred, the amount of any non-controlling interest in the
acquiree and the fair value of the acquirer's previously held
equity interest (if any) in the entity over the net of the
acquisition-date amounts of the identifiable assets acquired and
the liabilities assumed.
If, after reassessment, the Group's interest in the fair value
of the acquirer's identifiable net assets exceeds the sum of the
consideration transferred, the amount of any non-controlling
interest in the acquirer and the fair value of the acquirer's
previously held equity interest in the acquiree (if any), the
excess is recognised immediately in the consolidated income
statement as a release of negative goodwill.
Revenue recognition
Revenue is measured at the fair value of the consideration
received or receivable and represents amounts receivable in the
normal course of business, net of discounts, VAT and other
sales-related tax.
Merchandising revenue is recognised when goods are delivered and
title has passed.
Gate receipts and other matchday revenue are recognised as the
games are played. Prize money in respect of cup competitions is
recognised when earned. Sponsorship and similar commercial income
is recognised over the duration of the respective contracts. The
fixed element of broadcasting revenues is recognised over the
duration of the football season whilst facility fees received for
live coverage or highlights are taken when earned. Merit awards for
league placing are accounted for only when known at the end of the
football season.
Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax. The tax currently payable is based on taxable
profit for the period. Taxable profits differ from net profit as
reported in the income statement because they exclude items of
income or expense that are taxable or deductible in other years and
they further exclude items that are never taxable or deductible.
The Group's liability for current tax is calculated using tax rates
that have been substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable on the
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised. Deferred tax is
charged or credited in the income statement or in the statement of
comprehensive income, where appropriate.
Brand intangible assets
The Group only carries brand intangible assets that have been
acquired on the consolidated Balance Sheet. Acquired brands are
carried at cost, being estimated fair value on acquisition. Subject
to an impairment review, no amortisation is charged on those brand
intangible assets which the Board believes have an indefinite
life.
The Group carries out an impairment review on the brand
intangible assets, at least annually, or when a change in
circumstances or situation indicates that those assets have
suffered an impairment loss. Impairment is measured by comparing
the carrying amount of an intangible asset with the 'recoverable
amount' that is the higher of its fair value less costs to sell and
its 'value in use'. 'Value in use' is calculated by discounting the
expected future cash flows, using a discount rate based on an
estimate of the rate that the market would expect on an investment
of comparable risk.
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
1. ACCOUNTING POLICIES (Continued) SIGNIFICANT ACCOUNTING
POLICIES (continued)
Player registrations
The costs associated with acquiring players' registrations, or
extending their contracts, including agents' fees, are capitalised
and amortised, in equal instalments, over the period of the
respective players' contracts. When a contract life is
renegotiated, the unamortised costs, together with the new costs
relating to the contract extension, are amortised over the term of
the new contract. Where the acquisition of a player registration
involves a non-cash consideration, such as an exchange for another
player registration, the transaction is accounted for using an
estimate of market value for the non-cash consideration. Under the
conditions of certain transfer agreements, further fees will be
payable in the event of the players concerned making a certain
number of first team appearances or on the occurrence of certain
other specified future events. Liabilities in respect of these fees
are accounted for as provisions, when it becomes probable that the
number of appearances will be achieved or the specified future
events will occur. These additional costs are capitalised and
amortised as above. Likewise, any additional assets that are
realised after selling players are recognised as debtors when it
becomes probable that the conditions in the sale agreement will be
met.
Property, plant and equipment
Land and buildings held for use in operations, or for
administrative purposes, are stated in the balance sheet at their
revalued amounts, being the fair value at the date of revaluation,
less any subsequent accumulated depreciation and subsequent
accumulated impairment losses. Revaluations are performed with
sufficient regularity such that the carrying amount does not differ
materially from that which would be determined using fair values at
the balance sheet date.
Any revaluation increase arising on the revaluation of such land
and buildings is credited to the properties revaluation reserve,
except to the extent that it reverses a revaluation decrease for
the same asset previously recognised as an expense, in which case
the increase is credited to the income statement to the extent of
the decrease previously expensed. A decrease in carrying amount
arising on the revaluation of such land and buildings is charged as
an expense to the extent that it exceeds the balance, if any, held
in the properties revaluation reserve relating to a previous
revaluation of that asset.
Depreciation on revalued buildings is charged to the income
statement. On the subsequent sale or scrappage of a revalued
property, the attributable revaluation surplus remaining in the
properties revaluation reserve is transferred directly to retained
earnings. There is also an annual transfer from revaluation reserve
to retained earnings relating to annual depreciation.
Freehold land is not depreciated. Leasehold property is
depreciated over the term of the lease. Other fixed assets are
depreciated on a straight-line basis at annual rates appropriate to
their estimated useful lives as follows:
Freehold properties 1% - 1.33%
Motor vehicles 20%
General plant and equipment 10% - 33%
The Group capitalises costs in relation to an asset when
economic benefit from the asset is considered probable. Assets
under the course of construction are carried at cost and include
professional fees. Depreciation commences when the assets are ready
for their intended use.
Segmental accounting
IFRS 8 requires operating segments to be identified on the basis
of internal reports about components of the Group that are
regularly reviewed by the Directors to allocate resources to the
segments and to assess their performance.
The Directors have concluded that in the year to 30 June 2014
the Group has only operated in one segment, namely the operation of
a football club, and therefore no operating segment note has been
prepared.
Critical accounting judgments and estimates
In the application of the Group's accounting policies, which are
described earlier in this note, the Directors are required to make
judgments, estimates and assumptions about the carrying value of
assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on
historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
1. ACCOUNTING POLICIES (Continued) SIGNIFICANT ACCOUNTING
POLICIES (continued)
The principal balances in the financial statements where changes
in estimates and assumptions may have a material impact are:
Recoverable amount of non-current assets
All non-current assets, including property, plant and equipment
and intangible assets are reviewed for potential impairment using
estimates of the future economic benefits attributable to them.
Such estimates involve assumptions in relation to future levels of
income, media and sponsorship revenue and on pitch performance. Any
estimates of future economic benefits made in relation to
non-current assets may differ from the benefits that ultimately
arise, and materially affect the recoverable value of the
asset.
Non-recurring items
Items which are deemed to be non-recurring by virtue of their
nature or size are separately identified on the consolidated income
statement to assist in understanding the financial performance of
the Group.
Inventory
Inventories are stated at the lower of cost and net realisable
value. Cost comprises direct materials and, where applicable,
direct labour costs and those overheads that have been incurred in
bringing the inventories to their present location and condition.
Cost is calculated using the weighted average method. Net
realisable value represents the estimated selling price less all
estimated costs of completion and costs to be incurred in
marketing, selling and distribution. Provision is made for
obsolete, slow-moving or defective items where necessary.
Impairment of tangible and intangible assets excluding
goodwill
At each balance sheet date, the Group reviews the carrying
amount of its tangible and intangible assets to determine whether
there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable
amount of the asset is estimated to determine the extent of the
impairment loss (if any). Where the asset does not generate cash
flows that are independent from other assets, the Group estimates
the recoverable amount of the cash-generating unit to which the
asset belongs. An intangible asset with an indefinite useful life
is tested for impairment at least annually and whenever there is an
indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to
sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a
pre-tax discount rate that reflects current market assessments of
the time value of money and the risks specific to the asset for
which the estimates of future cash flows have not been adjusted.
The discount rate used at 30 June 2014 was 14% (2013 - 14%).
If the recoverable amount of an asset is estimated to be less
than its carrying amount, the carrying amount of the asset is
reduced to its recoverable amount. An impairment loss is recognised
immediately in the income statement, unless the relevant asset is
carried at a revalued amount, in which case the impairment loss is
treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying
amount of the asset is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had
no impairment loss been recognised for the asset in prior years. A
reversal of an impairment loss is recognised immediately in the
income statement, unless the relevant asset is carried at a
revalued amount, in which case the reversal of the impairment loss
is treated as a revaluation increase.
As at 30 June 2014, the Directors performed an impairment review
by reference to value in use, using discounted cash flows to
ascertain the value at which the property and other non-current
assets could be supported. The discounted cash flow forecasts are
prepared using:
-- the most recent budgets and projections approved by
management for season 2014/15 to 2018/19
-- capital expenditure cash flows that reflect the cycle of capital investment required
The key operating assumptions for the value-in-use calculations
are as set out in the Group's disclosures on going concern. In
addition the value in use calculations are sensitive to the
following additional assumptions:
-- discount rate of 14%
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
1. ACCOUNTING POLICIES (Continued) SIGNIFICANT ACCOUNTING
POLICIES (continued)
-- long term growth rate of 2%
-- obtaining promotion at the conclusion of season 2014/15 to the Scottish Premiership
-- predictions of expected football results beyond season
2014/15 i.e. league placings; cup progressions; match day
attendances; and future European participation from 2016/17
onwards, based on previous experience of the Club.
Management estimates discount rates using pre-tax rates that
reflect the current market assessments of the time value of money
and the risks specific to the Group's one cash-generating unit
(CGU). The discount rate reflects management's view of the current
risk profile of the underlying assets being valued with regard to
the current economic environment and the risks that the football
game as a whole are facing.
The impairment review supported the carrying value of RIFC's
non-current assets of GBP64.9m, showing a value in use of
GBP69.8m.
The Group has also conducted sensitivity analysis on the
impairment test of the CGU's carrying value. The following
reasonably possible individual changes in key assumptions would
cause the CGU's recoverable amount to be equal to its carrying
amount
-- increase in discount rate from 14% to 14.7%
-- reduction in long term growth rate from 2% to 0.8%
-- reduction in season 2015/16 operating cash flows of 86%
-- reduction in average annual cash flows in seasons 2016/17 to 2018/19 9%
Share based payments
Equity-settled share-based payments to employees and others
providing similar services are measured at the fair value of the
equity instruments at the grant date. The fair value excludes the
effect of non-market-based vesting conditions. Details regarding
the determination of the fair value of equity- settled share-based
transactions are set out in note 24.
Fair values of business acquisitions
The fair value of businesses acquired, where market values are
not easily available, are determined by various valuation
techniques. In these cases, the fair values are estimated from
observable data in respect of similar businesses or models, and
third-party experts are used.
Provision for legal claims
The Group only recognises liabilities where there is a present
obligation from a past event, a transfer of economic benefits is
probable and the amount of costs of the transfer can be reliably
estimated. In such instances a provision is calculated and recorded
in the financial statements. In instances where these criteria are
not met, a contingent liability may be disclosed in the notes to
the financial statements.
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
Adoption of new and revised Standards
At the date of authorisation of thesefinancial statements, the
following Standards and interpretations, relevant to the Group,
which have not been applied in these financial statements were in
issue but not yet effective:
IFRS 9 Financial instruments
IFRS 10 Consolidated financial statements
IFRS 11 Joint Arrangements
IFRS 12 Disclosure of interests in other
entities
IFRS 15 Revenue from contracts with customers
IAS 36 (amended) Recoverable amount disclosures
for non-financial assets
The directors do not expectthat the adoptionof the standards
listed above will have a materialimpact on the financial statements
of the Group in futureperiods.
2. REVENUE
13 month
Year ended period to
30 June 30 June
2014 2013
GBP'000 GBP'000
Gate receipts and hospitality 12,361 13,224
Sponsorship and advertising 1,466 819
Retail 7,647 1,607
Broadcasting rights 1,016 778
Commercial 651 974
Other operating income 2,089 1,705
======================================= ======= ===================== ====================
25,230 19,107
======================================= ======= ===================== ====================
3. LOSS FOR THE YEAR/PERIOD
13 month
Year ended period to
30 June 30 June
Notes 2014 2013
GBP'000 GBP'000
Loss for the period has been arrived
at after charging/(crediting): Staff
costs 14,709 17,943
Other operating charges 16,413 13,317
Hire of plant and machinery 360 193
Cost of inventories recognised as an
expense 4,639 691
Depreciation of property, plant and
equipment 10 1,269 765
Revenue grants (307) (574)
Amortisation of trade marks 11 2 1
Amortisation of players' registrations 11 929 1,719
Release of negative goodwill to income
statement - (20,465)
Auditor's remuneration 4 155 90
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
4. AUDITOR'S REMUNERATION
The analysis of auditor's remuneration is as 13 month
follows:
Year ended 30 period to
June 2014 30 June
GBP'000 2013
GBP'000
Fees payable to the company's auditor for the
audit of the company's annual accounts:
Audit of the Company's financial statements 80 50
Audit of the Company's subsidiaries 75 40
==================================================== =========================== =====================
Total audit fees 155 90
==================================================== =========================== =====================
Fees payable to the company's auditor for other
services to the Group:
Audit-related assurance services 15 35
Other tax advisory services 35 117
Corporate finance services in relation to flotation - 314
Accounting investigation services - 128
==================================================== =========================== =====================
Total non-audit fees 50 594
==================================================== =========================== =====================
The company's policy on the use of auditors for non-audit
services, the reasons why the auditor was used rather than another
supplier and how the auditor's independence and objectivity was
safeguarded was controlled by the Audit Committee. No services were
provided pursuantto contingent fee arrangements.
5. NON-RECURRING ITEMS
13 month
Year ended 30 period to
June 2014 30 June
GBP'000 2013
GBP'000
Repayment of RFC 2012 plc football
debt - 2,721
Release of negative goodwill to income - (20,465)
IPO fund-raising expenses - 332
Investigation expenses - 599
Acquisition expenses - 609
======================================= ====================================================== =====================
Non-recurring expenditure - (16,204)
======================================= ====================================================== =====================
The undertaking of RFC 2012 plc football debts in the prior
period relates to football club creditors of RFC 2012 plc that have
been taken on by the Group.
The release of negative goodwill in the prior period relates to
negative goodwill arising from the purchase of the trade and
assets.
Prior period acquisition expenses relate to one-off costs paid
on acquisition of the trade and assets on 14 June 2012 from RFC
2012 plc.
Investigation expenses in the prior period relate to
professional fees incurred by the Group after the Board committed
to an independent investigation following legal claims made by
Craig Whyte and Aidan Earley.
6. STAFF NUMBERS AND COSTS
The average monthly number of full-time employees (including
executive Directors) was made up as follows:
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
Year ended 30 June 2014 Year ended 30 June
Number 2013
Number
Football players 53 50
Others 122 146
------------------ ------------------------ -------------------
175 196
------------------ ------------------------ -------------------
In addition, the Group employedan average of 319 part-time
employees during the year (2013:80).
The aggregateremuneration comprised:
Year ended 30 June 13 Month period to
2014 30 June 2013
GBP'000 GBP'000
Wages and salaries 13,130 15,885
Social security costs 1,395 1,846
Other pension costs 184 212
----------------------- ------------------- -------------------
14,709 17,943
----------------------- ------------------- -------------------
7. DIRECTORS'
EMOLUMENTS
Salary Gain 13 months
and
Payroll on share Benefit Year to to 30
Benefits Fees Bonus Pensions options in kind 30 June
June 2014 2013
GBP GBP GBP GBP GBP GBP GBP GBP
Executive
Brian
Stockbridge 125,419 - (98,000) - 189,285 971 217,675 409,308
Malcolm Murray - - - - - - - 52,222
Craig Mather 78,750 - - - - 6,230 84,980 58,557
Graham Wallace 198,846 - 160,000 18,981 - 377,827 -
David Somers 50,000 - - - - - 50,000 -
Charles Green - - - - - - - 715,526
Non-Executive
Ian Hart - 13,872 - - - - 13,872 28,228
Bryan Smart - 14,809 - - - - 14,809 28,228
Philip
Cartmell - 1,154 - - - - 1,154 29,168
James Easdale - - - - - - - -
Norman
Crighton - 26,664 - - - - 26,664 -
Walter Smith - - - - - - - 50,000
============== ================ ============ ============= =========== ============ ============ ============= ==============
Total 453,015 56,499 62,000 18,981 189,285 7,201 786,981 1,371,237
============== ================ ============ ============= =========== ============ ============ ============= ==============
The aggregate emoluments and pension contributions of the
highest paid director were GBP358,846 (2013: GBP715,526) and
GBP18,981 (2013: Nil) respectively.
Severance payments were made to directors in the year of
GBP566,000 (2013: GBP217,850). These were paid to Craig Mather
(GBP350,000) and Brian Stockbridge (GBP216,000). As part of the
severance agreement with Brian Stockbridge, a previous bonus was
recovered, with a net value after tax of GBP98,000.
Since the year end a further severance payment has been made to
Graham Wallace of GBP100,000.
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
8. FINANCE COSTS
Year ended 30 June 13 month period
2014 to 30 June 2013
GBP'000 GBP'000
Interest on loans 45 152
Interest payable
on lease finance
agreements 91 117
Discounting charges - 31
Interest received (17) (67)
------------------------ --------------------- -----------------
Total interest charged
to income statement 119 233
------------------------ --------------------- -----------------
9. TAXATION
Year ended 30 June 13 month period
2014 to 30 June 2013
GBP'000 GBP'000
Corporation tax:
Current tax 182 66
Deferred tax (note (121) -
20)
-------------------- ------------------- -----------------
61 66
-------------------- ------------------- -----------------
Corporationtax is calculated at 22.50%of the estimated taxable
profitfor the year (2013 - 23.77%). The charge for the year can be
reconciled to the loss per the income statement as follows:
Year ended 13 month period
30 June 2014 to 30 June 2013
GBP'000 GBP'000
(Loss)/profit on ordinary activities
before tax (8,024) 1,258
Tax at the UK corporation rate of 22.50%
(2013-23.77%) (1,805) 299
Tax effect of expenses that are not deductible
in determining taxable profit 135 121
Tax effect of income not taxable in determining
taxable profit - (3,994)
Capital allowances in excess of depreciation/(depreciation
in excess of capital allowances 87 (132)
Capital allowances in excess of depreciation/(depreciation (66) -
in excess of capital allowances) prior
year adjustment
Tax losses carried forward 1,710 3,772
------------------------------------------------------------ -------------- -----------------
Tax expense for the period 61 66
------------------------------------------------------------ -------------- -----------------
Finance Act 2013, which was enacted on 17 July 2013, reduced the
main rate of corporation tax to 21% for the financial year
commencing 1 April 2014. This rate was further reduced to 20% for
the financing year commencing 1 April 2015. The closing deferred
tax assets and liabilities have been calculated in accordance with
the rates enacted at the balance sheet date.
The company is unaware of any factor outwith normal business
activities which will have a material impact on future tax
charges.
The directors are of the opinion that there is insufficient
evidence to support recognition of the unrecognised deferred tax
asset disclosed in note 20. Such an asset would only be realised in
the event of the Group generating sufficient future taxable profits
from which accumulated losses could be deducted.
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
In additionto the amount charged to the incomestatement, the
following amounts relating to tax have been recognised in other
comprehensive income:
Year ended 13 month
30 June 2014 period
to 30 June
2013
GBP'000 GBP'000
Deferred Tax
Arising on income and expenses recognised in other
comprehensive income:
Revaluation of property - 7,817
Deferred tax rate change in relation to revaluation
of heritable freehold properties from 23% to 20% (1,011) -
--------------------------------------------------------------------- ---------------------- ---------------
Total deferred tax recognised in other comprehensive
income (1,011) 7,817
--------------------------------------------------------------------- ---------------------- ---------------
10. NON-CURRENT ASSETS - PROPERTY, PLANT
AND EQUIPMENT
Freehold Fixtures
properties and fittings Total
GBP'000 GBP'000 GBP'000
Cost or valuation
At incorporation - - -
Acquisition 6,500 1,470 7,970
Additions 2,462 2,961 5,423
Revaluations 33,988 - 33,988
=========================================== ==================== ==================== ================
At 30 June 2013 42,950 4,431 47,381
Additions 123 1,664 1,787
=========================================== ==================== ==================== ================
At 30 June 2014 43,073 6,095 49,168
=========================================== ==================== ==================== ================
Accumulated depreciation:
At incorporation - - -
Charge for the period to 30 June 2013 414 351 765
=========================================== ==================== ==================== ================
At 30 June 2013 414 351 765
=========================================== ==================== ==================== ================
Charge for the year to 30 June 2014 411 858 1,269
=========================================== ==================== ==================== ================
At 30 June 2014 825 1,209 2,034
=========================================== ==================== ==================== ================
Carrying amount At 30 June 2014 42,248 4,886 47,134
=========================================== ==================== ==================== ================
At 30 June 2013 42,536 4,080 46,616
=========================================== ==================== ==================== ================
On incorporation - - -
=========================================== ==================== ==================== ================
Amounts in respect of assets of the Group
held under finance leases are as follows:
Net book value at 30 June 2013 - 1,422 1,422
=========================================== ==================== ==================== ================
Net book value at 30 June 2014 - 1,249 1,249
=========================================== ==================== ==================== ================
Depreciation provided in the period at
30 June 2013 - 144 144
=========================================== ==================== ==================== ================
Depreciation provided in the period at
30 June 2014 - 173 173
=========================================== ==================== ==================== ================
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
On 31 August 2012 the Directors valued the Freehold Properties,
comprising Ibrox Stadium and Murray Park training facility based on
a valuein use calculation of the net present valuesof future
operatingcash flows. The key assumptions in that calculation were
the expectedfuture cash flows and the use of a weightedaverage cost
of capital of 12.25 per cent. The value in use calculation related
to all fixed assetsof the Group, including Intangible Assets. If
required the property,plant and equipmentvaluation would be capped
at the depreciated replacement cost (DRC) valuation as the
stadiumand training facilities are specialist assets. The DRC
valuation, which represented a combined value of GBP79.2m at 31
August 2012, was performed by DM Hall LLP, independent valuers, not
connectedto the Group. The Directorsconsider that these valuations
remainappropriate at 30 June 2014.
Further details of the impairment assessment performed by the
directorsare provided in Note 1 on page 3.
11. INTANGIBLE ASSETS
Player
Registrations Brand Total
GBP'000 GBP'000 GBP'000
Cost:
At incorporation - - -
Acquisition 3,575 16,042 19,617
Additions 1,607 12 1,613
Disposals (1,652) - (1,652)
================================ ============= =============== ================
At 30 June 2013 3,524 16,054 19,578
================================ ============= =============== ================
Additions 346 6 352
Disposals (272) - (272)
================================ ============= =============== ================
At 30 June 2014 3,598 16,060 19,658
================================ ============= =============== ================
Amortisation:
At incorporation - - -
Charge for period to 30 June
2013 1,718 1 1,719
Eliminated on disposal (577) - (577)
================================ ============= =============== ================
At 30 June 2013 1,141 1 1,142
================================ ============= =============== ================
Charge for the year to 30 June
2014 929 2 931
Eliminated on disposal (212) - (212)
================================ ============= =============== ================
At 30 June 2014 1,858 3 1,861
================================ ============= =============== ================
Net book value at 30 June 2014 1,740 16,057 17,797
================================ ============= =============== ================
Net book value at 30 June 2013 2,383 16,053 18,436
================================ ============= =============== ================
Net book value on incorporation - - -
================================ ============= =============== ================
Further details of the impairment assessment performed by the
directorsare provided in Note 1 on page 33.
12. INVESTMENTS
The company's subsidiary undertakings are The RangersFootball
Club Ltd, the main activity of which is the operationof a
Professional Football Club, and Rangers Media Limited,which is a
company operatingthe production and content of media servicesfor
the Club. Both these companies are owned 100%.
The Rangers FootballClub Ltd holds investments in the
followingcompanies:
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
Proportion
of Shares Nature
Name of company Holding Held of Business
Garrion Security Services Ltd Ordinary 100% Security
Shares
Rangers Retail Ltd Ordinary 51% Retail
Shares
These companies are all registered in the United Kingdom and their
results are included in these consolidated financial statements.
13. INVENTORIES
2014 2013
GBP'000 GBP'000
Finished Goods 184 85
======================================= ========== =================== ===================== =====================
184 85
======================================= ========== =================== ===================== =====================
Provision is made for obsolete,
slow-moving
or defective items where necessary.
14. TRADE AND OTHER RECEIVABLES
2014 2013 2014 2013
GBP'000 GBP'000 GBP'000 GBP'000
Group Group Company Company
Trade Debtors 2,287 4,239 - -
Less provision for doubtful debts (160) (38) - -
======================================= ========== =================== ===================== =====================
2,127 4,201 - -
======================================= ========== =================== ===================== =====================
Other debtors 120 300 - -
Prepayments and accrued income Amounts 1,158 730
due from subsidiary undertakings - - - 15,647 - 16,163
======================================= ========== =================== ===================== =====================
3,405 5,231 15,647 16,163
======================================= ========== =================== ===================== =====================
2014 2013
Ageing of past due but not impaired GBP'000 GBP'000
receivables: Group Group
31-60 days 7 19
61-90 days 14 36
91-120 days 9 95
======================================= ========== =================== ===================== =====================
30 150
======================================= ========== =================== ===================== =====================
All trade and other receivables are
due within one year.
Trade receivables above include GBP108,000 (2013 - GBP25,000) in
relation to the disposal of player registrations and GBP926,000
(2013: - GBP2,409,000) in respect of season tickets which are paid
by supporters using a deferred payment plan.
The Directors consider the carryingamount of tradeand other
receivables approximates to theirfair value.
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
15. CASH AND BANK BALANCES 2014 2013
GBP'000 GBP'000
Balances with banks 4,588 11,181
Cash on hand 19 17
=========================== ======= ===============
4,607 11,198
=========================== ======= ===============
Included within cash and bank balancesis GBP3,069,000 (2013 -
GBP946,000)relating to Rangers Retail Limited, which is not
immediately availableas working capital to the Group as a whole.
The Group's share of this balance will be drawn down as a
dividendonce approved by the Boardof Rangers Retail Limited.
16. TRADE AND OTHER PAYABLES 2014 2013
GBP'000 GBP'000
Current liabilities
Trade creditors 2,852 2,010
Social security and other taxes 1,286 1,783
Corporation tax 182 66
Other creditors 347 549
Accruals and other deferred income 1,999 1,865
Other loans 1,500 -
============================================= ================================= ===============
8,166 6,273
============================================= ================================= ===============
The average credit taken for trade purchases
is 29 days (2013 - 32 days).
On 24 February 2014 a loan of GBP500,000was received from Mr
Alexander Easdale, a directorof the group company The Rangers
FootballClub Limited, on an interest-free basis. On 25 March 2014
an existingloan from Laxey Partners Ltd, originally agreed on 24
February 2014, of GBP1,000,000 was transferred to Mr George
Letham.The Loan carriesa premium of GBP45,000 and the premiumis
payable in either sharesor cash before 23 February2015. Both loans
were repayable on 1 September 2014 and were secured againstthe
Group's EdmistonHouse and Albioncar park properties. Both loans
were repaid on 30 September2014 and all securities released.Mr
Letham retainedhis rights with regard to the premium which
remainsin effect until 23February 2015.
The Directors consider the carrying amount of trade
and other payables approximates to their fair value. 2014 2013
GBP'000 GBP'000
Non current liabilities
Accruals 364 520
====================================================== ================= ==============
Accruals which are non current liabilities fall
due as follows: Between one and two years 235 182
Between two and five years 129 338
====================================================== ================= ==============
364 520
====================================================== ================= ==============
Accruals above include GBP266,000 in relation to
the acquisition of player registrations.
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
17. PROVISIONS FOR LIABILITIES
Provision for Onerous
stock purchase lease provision
obligation GBP'000
GBP'000
Opening balance Profit and loss - 411 - 422
====================================== =================================================== ========================
Balance at 30 June 2014 411 422
====================================== =================================================== ========================
Provision expected to be payable less
than one year 411 141
Provision expected to be payable two
to five years - 281
====================================== =================================================== ========================
Provision was made in the year to recognisean obligation of
Rangers Retail Limited to purchase stock at a cost higher than its
resale value for the completed season 2013/14.
Provision was also made for onerouslease contracts where stores
held by RangersRetail Ltd are deemed to be loss-making and where
future losses are considered unavoidable. The provisionwas
calculated based on the lower of the losses incurred if the
storescontinued to trade, versusthe costs incurredfor rent if the
storeswere closed.
18. OBLIGATIONS UNDER FINANCE LEASES
Borrowings are repayable as follows:
2014 2013
GBP'000 GBP'000
Repayment of borrowings on finance leases fall
due as follows: In one year or less 477 694
Between one and two years 438 477
Between two and five years 38 476
========================================================== ========================= ===============
953 1,647
========================================================== ========================= ===============
The finance leases relate to funding of the refurbishment
of the stadium fast food outlets.
A standard fixed security has been granted over
these assets.
19. DEFERRED INCOME
2014 2013
GBP'000 GBP'000
Income deferred less than one year 6,156 8,156
========================================================== ========================= ===============
Deferred income comprises season tickets, sponsorship,
hospitality and other elements of income which have been received
in advance and will be recognised as revenue as the season2014/15
progresses.
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
20. DEFERRED TAX
The following are major deferredtax liabilities recognised by
the Company:
Revaluation
of property
GBP'000
On incorporation -
Charge for the period to 30 June 2013 to other
comprehensive income relating to the revaluation
of property 7,817
----------------------------------------------------- ----------------
At 30 June 2013 7,817
Deferred tax prior year adjustment in relation
to depreciation of revalued heritable freehold
properties (66)
Deferred tax rate change in relation to revaluation
of heritable freehold properties from 23% to 20% (1,011)
Deferred tax change in relation to depreciation
of revalued heritable freehold properties (55)
----------------------------------------------------- ----------------
At 30 June 2014 6,685
----------------------------------------------------- ----------------
At balance sheet date, the Group has an unrecognised deferred
tax asset of GBP4,440,000 (2013 - GBP3,772,000) relating to unused
tax losses which are available for offset against future profits.
There is also an unrecognised deferred tax asset of GBP237,420
(2013: GBP80,753) in respect of timing differences relating to
depreciation in excess of capital allowances. No deferred tax asset
has been recognised as it is not considered probable that there
will be future taxable profits available in the foreseeable future.
A deferred tax asset of GBP266,000 in respect of tax losses has
been recognised to offset the deferred tax liability arising on
timing differences on intangible assets.
21. FINANCIAL INSTRUMENTS Capital risk management
The Group manages its capital to ensure that entities in the
Group will be able to continue as going concerns while maximising
the return to shareholders
through the optimisation of the debt and equity balance. Strong
financial capital management is an integral part of the Directors'
strategy to achieve the Group's stated objectives. The Directors
review financial capital reports on a regular basis and the Group
finance function do so on a daily basis ensuring that the Group has
adequate liquidity. The Directors' consideration of going concern
is detailed in the Strategic Report. The capital structure of the
Group consists of cash and cash equivalents and equity attributable
to equity holders of the parent comprising issued capital, reserves
and retained earnings as disclosed in notes 22 to 27 and the
statement of changes in equity.
Financial risk management objectives and policies
The Group's financial assets include cash and cash equivalents
and other short-termdeposits. The main purpose of these
financialinstruments is to finance the Group's operations. The
Group has otherfinancial assets, such as trade and other
receivables and tradeand other payables, which arise directly from
its operations. Surpluscash within the Group is put on deposit, the
objective being to maximisereturns on such funds whilst ensuring
that theshort-term cash flow requirements of the Group are met.
The carrying value of the financial assetsand liabilities (with
non-financial assets and liabilities shown for reconciling
purposes) are analysedas follows:
Non
Financial financial Total
assets assets Total at
GBP'000 GBP'000 GBP'000 30 June
2013
GBP'000
Financial assets
Non-current assets - 64,931 64,931 65,052
Trade receivables
and similar
items 2,127 - 2,127 4,201
Cash and cash
equivalents 4,607 - 4,607 11,198
Other current
assets 1,278 184 1,462 1,115
=================== ================================== ==================== ================= ====================
Total assets 8,012 65,115 73,127 81,566
=================== ================================== ==================== ================= ====================
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
21. FINANCIAL INSTRUMENTS
(continued)
Non
Financial financial Total at
assets assets Total 30 June
2013
GBP'000 GBP'000 GBP'000 GBP'000
Financial liabilities
Trade and other payables 8,999 - 8,999 7,043
Other liabilities 7,473 6,685 14,158 17,620
========================== ================================= ================ ================ ===================
Total liabilities 16,472 6,685 23,157 24,413
========================== ================================= ================ ================ ===================
Net (liabilities)/assets (8,460) 58,430 49,970 57,153
========================== ================================= ================ ================ ===================
The Group has not used derivative financialinstruments during
the year. The Board will review the need for the use of derivative
financial instruments in the future.
The Group has exposureto the following risks from its use of
financialinstruments:
(i) market risk;
(ii) credit risk; and
(iii) liquidity risk.
This note presentsinformation about the Group's exposureto each
of the above risks and the Group'sobjectives, policies and
processes for measuring and managing risk.
(i) Market risk
The Group'sactivities expose it to the financial risks of
changesin foreign currencyexchange rates.
Foreign currency management
The presentational currencyof the Group is UK Sterling. The
Group is exposed to currency risk due to movements in foreign
currencies relative to Sterling affecting the Group's
foreigncurrency transactions and balances.
The carryingamounts of the Group's foreigncurrency denominated
monetaryassets and monetaryliabilities at the reporting date are as
follows:
Liabilities Assets 2014 Liabilities Assets
2014 GBP'000 2013 2013
GBP'000 GBP'000 GBP'000
Euro - 4 - 3
USD - 10 - 68
(ii) Credit risk
Credit risk refers to the risk that a counterparty will default
on its contractual obligations resulting in financial loss to the
Group. Of the total trade receivable balance of GBP2,287,000,
GBP108,000relates to amountsreceivable from variousother football
clubsin relation to player trading.The maximum credit
exposurerelates to the total of cash and cash equivalents and trade
receivables, and is GBP6,734,000.
There are no other significant concentrations of credit risk
within the Group. The maximum risk exposure relatesto football
debtorsbut this is mitigated by the governing bodies of
international and national footballassociations.
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
21. FINANCIAL INSTRUMENTS (continued)
Credit evaluations are performed on all customers requiring
credit over a certain amount. The maximum credit risk exposure of
the Group comprises the amounts presented in the balance sheet
which are stated net of provisions for doubtful debts. The Group
does not consider that it has significant concentration of credit
risk.
(iii) Liquidity risk
The Group's policy is to maintain a balance of continuity of
funding and flexibility through the use of loans and finance leases
as applicable. At 30 June 2014, the Group has external loans of
GBP1.5 million (note 16), and finance leases of GBP1.0 million. The
Group has also secured, since the year end, a further credit
facility of GBP3.0 million (note 32).
Ultimate responsibility for liquidity risk management rests with
the Directors. The Directors use management information tools
including budgets and cash flow forecasts to be able to regularly
monitor and manage current and future liquidity.
22. SHARE CAPITAL
As at 30 June 2014
GBP'000
Allotted, called up and fully paid
65,096,056 Ordinary shares of 1p
each 651
------------------------------------ -------------------
On 1 July 2014, 714,285 new ordinary shares of 1p each were
issued pursuant to an exercise of the options granted to Brian
Stockbridge (a former Director of the Company) in accordance with
Mr Stockbridge's original contract of employment with The Rangers
Football Club Limited dated 17 September 2012.
Open Offer
On 18 September 2014, the Company raised gross proceeds of
GBP3.13 million (net proceeds after costs GBP2.85 million) as a
result of an open offer to existing shareholders. A total of
15,667,860 ordinary shares of 1p each were issued at an issue price
of 20p.
Therefore at that date there were a total
of 81,478,201 shares in issue.
23. SHARE PREMIUM
As at 30 June 2014 As at 30
Group June 2014
GBP'000 Company
GBP'000
Balance at 1 July 2013 and 30 June 2014 29,139 16,179
========================================== ================================================== ======================
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
24. SHARE BASED PAYMENTS Equity-settled share option scheme
Under the terms of their service agreements with The Rangers
Football Club Limited dated 17 September 2012, former executive
directors Charles Green
and Brian Stockbridge, held a contractual right to each receive
share options in the event that the RIFC Group's shares were listed
on any recognised exchange. These service agreements were replaced
on admission of the Company's share capital to trading on AIM with
service agreements with the Company dated 7 December 2012 and any
rights with respect to options lapsed at this time. In accordance
with his service agreement dated 7 December 2012, an option was
granted on 19 December 2012 to Brian Stockbridge with respect to
shares with a value equivalent to two and a half times his annual
salary. Options were exercisable at 1p per share, with the maximum
number of shares on offer determined at the grant date using the
IPO issue price of 70p per share. No vesting conditions are
attached to the share options.
On 18 June 2014, Brian Stockbridge exercised his option to
acquire 714,285 shares for a consideration of 1p per share. The
market value of the shares on exercise was 27.5p, which resulted in
a share based payment charge of GBP189,285 being recorded by the
company during the year. The charge has been determined on a cost
basis and a Black-Scholes pricing model has not been adopted. The
prior year financial statements have not been re-stated to account
for the charge recognisable in 2013 on the basis of materiality.
The shares were issued on 1 July 2014, and therefore are not
reflected in the share capital reported at 30 June 2014.
Details of the share optionsoutstanding during the year are as
follows.
30 June 2014
Number of share options
Outstanding at beginning of period 714,285
Exercised during the period (714,285)
------------------------------------ ------------------------
Outstanding at the end of the -
period
------------------------------------ ------------------------
Exercisable at the end of the -
period
------------------------------------ ------------------------
The weighted averageshare price at the date of exercisefor share
optionsexercised during the period was 27.5p. There are no share
option schemes for other directors or employees of the Group.
25. MERGER RESERVE
In the company balance sheet, a merger reserve of GBP12,960,000
(2013 - GBP12,960,000 was created followingthe share for share
exchangewith The Rangers FootballClub Limited in 2012.
26. REVALUATION RESERVE
As at 30
June 2014
GBP'000
Balance at incorporation -
Revaluation increase on land and buildings 33,988
Transfer from revaluation reserve to retained earnings
in respect of depreciation (288)
Deferred tax on revaluation (7,817)
-------------------------------------------------------- -----------
Balance at 30 June 2013 25,883
Transfer from revaluation reserve to retained earnings
in respect of depreciation (277)
Change in deferred tax rate from 23% to 20% 1,132
-------------------------------------------------------- -----------
Balance at 30 June 2014 26,738
-------------------------------------------------------- -----------
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
27. RETAINED EARNINGS
As at 30 June
2014
GBP'000
Balance on incorporation -
Profit for the period ended 30 June 2013 948
Release of revaluation reserve for the period ended
30 June 2013 288
----------------------------------------------------- --------------
Balance at 30 June 2013 1,236
Loss for the year ended 30 June 2014 (8,773)
Release of revaluation reserve for the year ended
30 June 2014 277
----------------------------------------------------- --------------
Balance at 30 June 2014 (7,260)
----------------------------------------------------- --------------
The parent companyis exempt from disclosing a company-only
income statement. Its loss for the year was GBP516,000(2013 -
GBP332,000).
28. NOTES TO THE CONSOLIDATED STATEMENT
OF CASH FLOWS
Year to 30 June 13 month
2014 period to
30 June
2013
GBP'000 GBP'000
(Loss)/profit for the year/period (8,206) 1,192
Amortisation of intangible fixed assets 931 1,719
Depreciation of property, plant and equipment 1,269 765
(Gain)/Loss on disposal of players'
registrations (395) 352
Increase in inventories (99) (85)
Financing costs 119 233
Negative goodwill released to income - (20,465)
Decrease/(increase) in trade and other
receivables 1,812 (5,265)
(Decrease)/increase in trade and other
payables and deferred income (1,173) 13,993
=============================================== ============================================== =====================
Cash used in operations (5,742) (7,561)
=============================================== ============================================== =====================
29. RELATED PARTY TRANSACTIONS
Philip Nash received GBP131,412 in fees relating to consultancy
services provided to the Group during the period January to June
2014, and resigned on 24 October 2014. He was appointed as a
director to the Group's parent company on 25 July 2014.
During the year, the Company obtained loans totalling GBP1.5
million. GBP0.5 million of this loan was provided by Mr Alexander
Easdale, a director of a group company The Rangers Football Club
Limited. This loan was interest free, and was repaid on 30
September 2014.
Key management personnel are considered to be the company's
directors, whose emoluments are disclosed in Note 7. In the prior
period there were the following related party transactions:
On 6 August 2012, Brian Stockbridge, an ex-director of RIFC
provided a loan of GBP50,000 to The Rangers Football Club Ltd
(TRFCL). No interest accrued on this balance which was repaid on 7
August 2012.
Craig Mather, the ex-CEO, received GBP69,150 in fees relating to
consultancy services provided to the Group prior to his appointment
as a director.
The following balances were novated from Sevco 5088 Limited (a
company of which Charles Green was the sole shareholder and hence a
related party) on 29 May 2012 to TRFCL, hence the dates are before
incorporation of RIFC plc:
Notes to theFinancial Statements (continued)
For the year ended 30 June 2014
29. RELATED PARTY TRANSACTIONS (continued)
-- On 11 May 2012, ImranAhmad, an ex-director of TRFCL,
provideda loan of GBP200,000. GBP178,000was repaid on 15 August2012
and GBP22,000 was convertedinto ordinary share capital of TRFCL.
Imran Ahmad also received an arrangement fee of GBP50,000relating
to this loan.
-- On 21 May 2012, CharlesGreen, the ex-CEOof the Group's Parent
Companyprovided a loan of GBP25,000.No interest accruedon this
balance and this was repaid on 15 August2012.
30. CONTINGENT LIABILITIES Independent Investigation
On 15 April 2013, the Board of RIFC plc announced that it was
commissioning an independent examination and report relating to
allegations made by
Craig Whyte, the previous owner of Rangers Football Club plc,
concerning RIFC's then Chief Executive and Commercial Director.
A letter before claim was received by the Company from legal
advisers to Craig Whyte and Aidan Earley. The Company engaged the
services of Allen & Overy LLP to defend against this possible
claim. In addition, the non-executive directors of the Company (the
"Investigation Committee") engaged the law firm Pinsent Masons LLP
to investigate the connections between Craig Whyte and former and
current personnel of the Company and its subsidiaries (the
"Investigation").
The Investigation was overseen by Roy MartinQC.
On 30 May 2013, the Company announced that the Investigation had
been concluded on 17 May 2013 and Pinsent Masons and Roy Martin QC
have reported to the Investigation Committee. The Investigation
Committee was satisfied that a thorough investigation was conducted
despite the inherent limitations of a private inquiry.
Based on the assessment of the available evidence, the Company
considers that the Investigation found no evidence that Craig Whyte
had any involvement with Sevco Scotland Limited (now called The
Rangers Football Club Limited), the company which ultimately
acquired the business and assets of Rangers Football Club plc from
its administrators; nor which would suggest that Craig Whyte
invested in The Rangers Football Club Limited or Rangers
International Football Club plc, either directly or indirectly
through any third party companies or vehicles.
On 28 May 2013, a further letter before claim was sent to (inter
alia) The Rangers Football Club Limited and Rangers International
Football Club plc on behalf of Craig Whyte, Aidan Earley and
(purportedly) Sevco 5088 Limited. The Board is of the view that the
claims set out in the letter before claim are entirely
unsubstantiated based on legal advice received to date by the Board
and the outcome of the Investigation. This letter is now 18 months
old.
31. EARNINGS PER ORDINARY SHARE
Earnings per ordinary share has been calculated
in accordance with IAS 33 as follows.
13 month
Year to 30 June period to
2014 30 June
2013
Earnings for the purpose of basic earnings per
share, being (loss)/profit for the year/period
attributable to owners of the company (GBP'000) (8,652) 948
================================================== ================================== ==================
Weighted average number of shares for the purpose
of basic earnings per share 65,095,856 45,426,085
Weighted average number of shares for the purpose
of diluted earnings per share 65,095,856 45,936,660
Earnings per ordinary share (13.29p) 2.09p
Diluted earnings per ordinary share (13.29p) 2.06p
================================================== ================================== ==================
The share optionsat 30 June 2014 are considered anti-dilutive,
and are thereforedisregarded in the calculation of diluted EPS.
Notes to the Financial Statements (continued)
For the year ended 30 June 2014
32. POST BALANCE SHEET SEVENTS
Open offer
On 18 September 2014, the Company raised gross proceeds of
GBP3.13 million (net proceeds after costs GBP2.85 million) as a
result of an open offer to existing shareholders. A total of
15,667,860 ordinary shares of 1p each were issued at an issue price
of 20p.
Credit facility with MASH Holdings Limited
Since the year end, the Group company The Rangers Football Club
Limited has entered into a credit facility agreement with MASH
Holdings Limited. This company is an 8.92% shareholder in RIFC plc.
MASH also has an indirect holding in Rangers Retail Limited, a 51%
owned subsidiary of TRFCL.
On 27 October 2014, the first credit facility of GBP2 million
was agreed, for a period of six months, interest free. The facility
is secured by standard security over the properties of Edmiston
House and Albion car park.
On 12 November 2014, an extension to this facility of GBP1
million was agreed, under the same terms.
Imran Ahmad
On 12 September 2014 formal terms of settlement were reached
with Imran Ahmad, a former Commercial Director of the Group company
The Rangers Football Club Limited, in relation to his claim for
unpaid bonuses.
This is an adjusting post-balance sheet event, and the
settlement value has been included in these financial
statements.
Directors movements
On 24 October 2014, Philip Nash, the interim Finance Director
resigned. On 26 October 2014, Graham Wallace, the Chief Executive
resigned.
Further to the credit facility agreement above, MASH Holdings
Limited is entitled to nominate two candidates of its choice for
the Board. On 3 November 2014, Derek Llambias was appointed to the
Board as a non-executive Director.
Naming rights
On 12 November 2014, the Club entered into a partnership
marketing agreement with Sports Direct.com Retail Limited ("Sports
Direct") in which Sports Direct has given up its naming rights to
Ibrox Stadium, which had previously been purchased for GBP1. The
agreement consolidates existing marketing arrangements between the
parties and results in a more normalised retail venture marketing
arrangement in which Sports Direct will continue to have certain
advertising rights.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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