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The Rangers soap opera goes on and on.


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Brick Tamland
4 hours ago, Forever Hearts said:

I always turn to this thread if I'm struggling to sleep at night. 

 

Zzzzzzzzzzz.....

:vrface:

Valid contribution, I'll bookmark this and come back to it.

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14 hours ago, Jamboelite said:

Good so even a failed effort cost them cash.

 

When one door closes another usually opens. Mike Ashley has been quiet for a while. Expecting him to be back for more retail shenanigans.

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11 hours ago, jimbojambo said:

wonder if FIFA may act where the SFA choose to hide their heads in the sand?

 

Given up hoping. Loads of sensible people, and also Phake Phil, keep suggesting stuff like this might happen but it never does. Everybody wants them dead again but they keep lumbering on and on and they just won't die.

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50 minutes ago, kirkierobroy said:

 

Given up hoping. Loads of sensible people, and also Phake Phil, keep suggesting stuff like this might happen but it never does. Everybody wants them dead again but they keep lumbering on and on and they just won't die.

Zombies are inclined to do that I'm afraid unless you cut their heads off

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Footballfirst

The next court date for Sports Direct v Rangers is 12 April.

https://stv.tv/news/west-central/1435377-rangers-in-court-fight-with-ashley-over-merchandise-deal/

 

Quote

Rangers bosses are preparing for another High Court battle over a merchandise deal with Sports Direct and Newcastle United owner Mike Ashley.

Three months ago, a judge ruled that Rangers' bosses had breached the terms of an agreement made with a company in the Sports Direct group.

Mr Justice Teare concluded that they had made a new agreement with another firm, the Elite Group, without giving Sports Direct a chance to match that company's offer.

 

He said Rangers had lost and would therefore pick up all lawyers' bills run up during that fight - a total of more than £400,000.

Sports Direct bosses have now made further complaints relating to other agreements involving Rangers and Elite and Rangers and Hummel.

Rangers bosses dispute claims made against them and a judge is scheduled to analyse evidence at a High Court trial in London on April 12.

A judge is expected to make decisions about any damages Rangers might have to pay after that trial.

Judge Lionel Persey on Friday made rulings on a number of legal issues in the latest round of the litigation following a preliminary hearing in January.

He heard that further lawyers' bills running into many hundreds of thousands of pounds were like to be run up by the time the trial ended.

The judge said Sports Direct alone were budgeting for more than £400,000.

Edited by Footballfirst
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On 09/02/2019 at 03:58, Footballfirst said:

The next court date for Sports Direct v Rangers is 12 April.

https://stv.tv/news/west-central/1435377-rangers-in-court-fight-with-ashley-over-merchandise-deal/

 

 

After the last ruling where sevco where found to be in breach this must surely be contempt or similar if they’ve done it again? 

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Footballfirst
1 hour ago, jamboz said:

 

After the last ruling where sevco where found to be in breach this must surely be contempt or similar if they’ve done it again? 

I'm not sure if the next hearing is to assess the damages from the last complaint, or to hear new complaints by SD that have arisen since the last hearing.

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On 10/02/2019 at 08:32, Jambos_1874 said:

How are this shower of *******s not dead (again) yet? Surely they've run out of cash by now?

 

Obviously I don't know...but would not be surprised to find something along the lines of...

 

Image result for money laundering gif

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22 minutes ago, jambovambo said:

 

Looks like they are not optimistic that they'll be bought out under the current offer - but starts the process to find a buyer (possibly Club 2012). 

 

Wonder if this makes others twitchy and reconsider - especially in light of moves to have 2 further share issues.

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Footballfirst
3 hours ago, Mysterion said:

 

Looks like they are not optimistic that they'll be bought out under the current offer - but starts the process to find a buyer (possibly Club 2012). 

 

Wonder if this makes others twitchy and reconsider - especially in light of moves to have 2 further share issues.

Anyone other than the chosen few allowed to participate in a future share issue and those fans with a sentimental holding should consider selling up. Otherwise their stake will be diluted to a small fraction of not a lot. 

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Hagar the Horrible
1 hour ago, Footballfirst said:

Anyone other than the chosen few allowed to participate in a future share issue and those fans with a sentimental holding should consider selling up. Otherwise their stake will be diluted to a small fraction of not a lot. 

One does hope that the institutional share holders will sell up and like Brexit cross the finish line just and no more, forcing Mr Glib to buy those shares, and pay for the whole kit and caboodle when he would otherwise be able to return the raised cash back under whatever mattress or loan shark he obtained it from.  It would also be hilarious if SARS discovered he should be tax on that largess

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Footballfirst
6 hours ago, Dannie Boy said:

So what was the uptake on the forced share offer?

The offer doesn't close until 1pm tomorrow. 

 

I've seen suggestions that there have been acceptances for up to 18m shares which is not enough to make the offer a goer as it needs 23m to take the concert party past the 50% mark. 

 

Had King not kicked the can down the road so far that the offer happened after the last share placement, then it would only have taken 16m shares to meet the threshold. Had acceptances been made for the same 18m shares then King would have had to cough up £3.6m.

 

As it stands he will be content to allow those shareholders to be diluted to oblivion at no further cost to himself. 

 

 

Edited by Footballfirst
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45 minutes ago, Footballfirst said:

The offer doesn't close until 1pm tomorrow. 

 

I've seen suggestions that there have been acceptances for up to 18m shares which is not enough to make the offer a goer as it needs 23m to take the concert party past the 50% mark. 

 

Had King not kicked the can down the road so far that the offer happened after the last share placement, then it would only have taken 16m shares to meet the threshold. Had acceptances been made for the same 18m shares then King would have had to cough up £3.6m.

 

As it stands he will be content to allow those shareholders to be diluted to oblivion at no further cost to himself. 

 

 

 

So he’s played a blinder if this comes out as you suggest. Either that or he’s a lucky gambler.

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Allowayjambo1874
21 hours ago, Footballfirst said:

Anyone other than the chosen few allowed to participate in a future share issue and those fans with a sentimental holding should consider selling up. Otherwise their stake will be diluted to a small fraction of not a lot. 

So when someones ‘investment ‘gets diluted via more shares being made available doesn’t every shareholder get the opportunity to purchase new shares so that their stake in the company  remains the same? 

Edited by Allowayjambo1874
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Calebs Grandad

The Easdales want to sell their shares and at 20p a share that’s £1,290,000. Just seeking clarity here guys, is Dave King obliged to buy them? 

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Allowayjambo1874
7 minutes ago, Calebs Grandad said:

The Easdales want to sell their shares and at 20p a share that’s £1,290,000. Just seeking clarity here guys, is Dave King obliged to buy them? 

No, he has to buy them if enough people take up the offer to take him over 50% ownership (I think) and he’s already diluted Easdales stake in the club after latest debt for equity (shares) to the directors they owed money to. He has a legal agreement with 38% to say they won’t sell according to The herald so he’s pretty much sown  this up,  I think (but FF is the man to confirm if I’ve got this right)

here is herald article https://www.heraldscotland.com/news/17434346.damages-may-not-be-adequate-remedy-if-ally-mccoist-and-others-renege-on-no-sale-rangers-shares-deal/

Edited by Allowayjambo1874
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5 minutes ago, Calebs Grandad said:

The Easdales want to sell their shares and at 20p a share that’s £1,290,000. Just seeking clarity here guys, is Dave King obliged to buy them? 

 

Only if 50% of other shareholders also accept the offer. So unlikely judging by reports

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Calebs Grandad
1 minute ago, Allowayjambo1874 said:

No, he has to buy them if enough people take up the offer to take him over 50% ownership (I think) and he’s already diluted Easdales stake in the club after latest debt for equity (shares) to the directors they owed money to. He has a legal agreement with 38% to say they won’t sell according to The herald so he’s pretty much sown  this up,  I think (but FF is the man to confirm if I’ve got this right)

here is herald article https://www.heraldscotland.com/news/17434346.damages-may-not-be-adequate-remedy-if-ally-mccoist-and-others-renege-on-no-sale-rangers-shares-deal/

Thank you mate appreciated 

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Calebs Grandad
2 minutes ago, Phage said:

 

Only if 50% of other shareholders also accept the offer. So unlikely judging by reports

Thank you mate appreciated as well 

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3 hours ago, Calebs Grandad said:

The Easdales want to sell their shares and at 20p a share that’s £1,290,000. Just seeking clarity here guys, is Dave King obliged to buy them? 

FF is the expert on here but my understanding was that King had to offer to buy any shares that people wanted to sell, so he will have to pay up to buy Easdale's and any others (probably wrong though) 

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18 hours ago, Footballfirst said:

 

Had King not kicked the can down the road so far that the offer happened after the last share placement, then it would only have taken 16m shares to meet the threshold. Had acceptances been made for the same 18m shares then King would have had to cough up £3.6m.

 

 

 


Has King created a very cheap loophole for company takeover and the courts have, effectively, endorsed it? Buy over 30%, dilute the shareholding so that it is almost impossible to meet the threshold required to force a buy back.

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Footballfirst

To various.

 

l'll try and summarise what the TOP requirement is and how King has played the system at a moderate cost to himself, but probably not as much as it might have been had he co-operated with TOP from the off.

 

In Jan 2015 King,  as part of the Concert Party (CP), took the group's holding to 34% of RIFC shares. TOP defines that an individual, company or group can exert control over a company if their holdings exceed 30%.

 

The person making such a transaction that takes the CP over the 30% threshold is then required to make an offer to all other shareholders to buy their shares at a similar price. Those shareholders don't have to accept the offer, but they must be given the opportunity to sell.

 

The CP held 34% when they acquired their shares in January 2015. They took control of the RIFC boardroom in March 2015 (just the sort of situation that TOP is there to oversee).

 

TOP informally advised King in June 2015 that it looked like he was obliged to make an offer. King chose to challenge that view through TOP committees and appeals board which didn't end until March 2017. He then ignored the TOP rulings, leading TOP to seek enforcement via the Court of Session. Again he used the appeals process to challenge and delay matters leading to him facing a contempt of court hearing. Only when he was in the witness box did he relent and agree to make the offer. That was in November 2018.

 

King lost at every stage and will have been liable both for his own and TOP costs throughout. I'd expect that those costs will probably be in seven figures.

 

With regard to the current position there is one important proviso that needs to be satisfied before such an offer becomes unconditional (or valid.). That is that there must be sufficient acceptances at the offer price that would take the Concert Party over the 50% threshold. That proviso looms large in the King situation. It has always been the case that the CP needed acceptances of the offer in respect of for 16% of the company's shares to make the offer unconditional and King liable to pay up.

 

When the 34% was first acquired the share base was around 81m shares, meaning that King needed acceptances for around 13m shares to make the offer unconditional.

 

The delay in actually making the offer until after the share placement in September 2018 means that the share base is now 144m shares.  As part of the share placement the CP were allowed to subscribe for new shares, but not to increase their percentage holding. That is exactly what happened as the CP acquired sufficient shares to maintain their 34%.  However, because of the enlarged share base, it now needs acceptances for 23m shares to take the CP to the 50% threshold.

 

Yes, King has played the system and you may call "Foul!". However everyone needs to understand that TOP has no desire or remit to stop companies from conducting their day to day business of paying off debts or otherwise raising capital to strengthen their balance sheet (the only restriction is that a CP can't increase its percentage share).

 

I attended the contempt hearing in which King was called as a witness. After the hearing ended I spoke to two of the TOP witnesses and asked them about the gerrymandering that King had achieved with the timing of the share placement. They accepted what I said but said that they had no powers (or desire) within the code to either prevent the share placement, or the CP participation (as long as their percentage didn't go up). I believed that they were sympathetic to the shareholders who might not be able to sell and the probability of their holdings being further diluted in the future, but there was nothing that they could do within the terms of the code.

 

The only avenue for further reparation that I can see is if someone like Sandy Easdale goes to court and demonstrates that he has been disadvantaged by King's prevarication over making the offer. I have no idea if such an action has any chance of success.

 

 

Edited by Footballfirst
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Excellent summary FF,  if only we had journalists with such a thirst for knowledge and enquiring minds. In fact, if only we had journalists........

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So in summary King looks like he won't have to make the offer. Though we await the final outcome. 

 

But it has cost him £1 million plus. 

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FF  you said in your long post

. Those shareholders don't have to accept the offer, but they must be given the opportunity to sell.

 

So surely he has to buy the Easdale shares, and anyone else who wants to sell, no matter what?

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Footballfirst
9 minutes ago, jambovambo said:

 

The only surprise is that it is not 7.40pm as yet.

 

Similarly 18.9m shares isn’t 19.82% of the club (it’s just over 13%).

 

Quote

CHAIRMAN Dave King's court-ordered offer to buy all shares in Rangers other than those already held by him and three other investors has failed.

It has been confirmed that the mandatory offer, which could have cost him as much as £19m, just failed to get enough acceptances from shareholders to become valid.

 

It means that those who accepted the 20p-a-share offer included former football board chairman Sandy Easdale and his family will keep their shares.

Valid acceptances were received for 18.9m shares, or 19.82% of the club, which would give Mr King's group 47.12%, 3% short of the 50% threshold to make the takeover offer successful.

Shareholders had until a deadline of 1pm on Friday to make the offer - and the result of the bid was declared at 7.40pm.

 

Edited by Footballfirst
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Footballfirst
31 minutes ago, XB52 said:

FF  you said in your long post

. Those shareholders don't have to accept the offer, but they must be given the opportunity to sell.

 

So surely he has to buy the Easdale shares, and anyone else who wants to sell, no matter what?

 

Nope! The 50% threshold wasn't reached so the offer lapses.

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Footballfirst
1 minute ago, jambovambo said:

Wonder what the lovely Easdales will do now or was that just bluster?

 

Acceptances in respect of 18.9m shares would easily have been sufficient to make an offer unconditional with the old share base, so his gerrymadering has saved him £3.78m.

 

Whether or not there is a desire on the part of any shareholder to seek damages as a result of being unable to sell will be down to the individual shareholders themselves and would no doubt be dependent on any legal advice they receive.

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You mean that by issuing more shares he diluted the total share base, possibly causing the bar to be set higher (to mix a few metaphors)?

 

is that legal?

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14 minutes ago, Footballfirst said:

 

Acceptances in respect of 18.9m shares would easily have been sufficient to make an offer unconditional with the old share base, so his gerrymadering has saved him £3.78m.

 

Whether or not there is a desire on the part of any shareholder to seek damages as a result of being unable to sell will be down to the individual shareholders themselves and would no doubt be dependent on any legal advice they receive.

 

I can see this being wound up now unless they have some sort of documented evidence suggesting King was prepared to pay out based the lower share volume. Chances are slim I'd guess. 

 

Great it cost him/Rangers some money though. 

 

Mike Ashley next up for the court battles in the coming months... ?

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1 hour ago, jambovambo said:

You mean that by issuing more shares he diluted the total share base, possibly causing the bar to be set higher (to mix a few metaphors)?

 

is that legal?

 

No it’s clever. It make you wonder if King has devised a dastardly plan to beat the system. 

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Footballfirst
31 minutes ago, Dannie Boy said:

 

No it’s clever. It make you wonder if King has devised a dastardly plan to beat the system. 

It was also quite devious.

 

Authorisation for the share placement was only achieved at the 2017 AGM with a shareholder vote of 45.9m (78%) v 12.8m (21.7%) - It needed a 75% vote to be passed.

 

What that result didn't include were the 10.5m shares that were frozen out by King's Board. Had those shareholders (BPH, Margarita, Norne Ansalt, Putney) been allowed to vote (they were included in the TOP offer and appear to have voted to sell), then the AGM resolution would have failed and there would never have been a share placement last year.

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Footballfirst

Correction to my previous post. - The number of frozen shares was 8.5m, not 10.5m

Edited by Footballfirst
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Calebs Grandad
9 hours ago, XB52 said:

FF is the expert on here but my understanding was that King had to offer to buy any shares that people wanted to sell, so he will have to pay up to buy Easdale's and any others (probably wrong though) 

??

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N Lincs Jambo

Just want to say a big thank you to FF especially (I know there are others) for all your contributions to this thread. You have done a great job on what the SMSM have omitted to do and kept us all informed of the various shenanigans at Ibrox.

 

Additionally you have done this in a manner which relied on facts not heresay or supposition even at times when the facts favoured the blue AC.

 

There are a few great posters on JKB and FF is one of the very best!

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Footballfirst
9 hours ago, XB52 said:

FF is the expert on here but my understanding was that King had to offer to buy any shares that people wanted to sell, so he will have to pay up to buy Easdale's and any others (probably wrong though) 

 

As I said in subsequent posts, TOP only requires that shares be bought if the purchaser(s) will exceed the 50% threshold, between their existing holding(s) and new acceptances.  The threshold ruling only affects parties involved in share purchases who hold 30% to 50% of a company's shares between them.

 

If the party taking over control of a company has already acquired in excess of 50%, then the offer to buy out other shareholders is unconditional. The best example of that was when Bidco acquired the majority shareholding in HMFC from UBIG/Ukio.  Bidco had to make an offer for all other shares, which was unconditional because Bidco already held 79%.  As in the Rangers case, shareholders were free to accept or reject the offer to buy their shares.

Edited by Footballfirst
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Allowayjambo1874
1 hour ago, Footballfirst said:

It was also quite devious.

 

Authorisation for the share placement was only achieved at the 2017 AGM with a shareholder vote of 45.9m (78%) v 12.8m (21.7%) - It needed a 75% vote to be passed.

 

What that result didn't include were the 10.5m shares that were frozen out by King's Board. Had those shareholders (BPH, Margarita, Norne Ansalt, Putney) been allowed to vote (they were included in the TOP offer and appear to have voted to sell), then the AGM resolution would have failed and there would never have been a share placement last year.

Last question FF, how can a board refuse shareholders a right to vote on a share placement, what’s the justification and legal position (why didn’t BPH for example take them to court?)

 

many thanks for for your patience mate ?

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Footballfirst
2 minutes ago, Allowayjambo1874 said:

Last question FF, how can a board refuse shareholders a right to vote on a share placement, what’s the justification and legal position (why didn’t BPH for example take them to court?)

 

many thanks for for your patience mate ?

They had their rights removed by the RIFC Board for apparently failing to provide sufficient information about the beneficial owners of the shares, as permitted under current company law.

 

When King was in court, he believed that he wouldn't have to include either them, or Beaufort Securities (in administration) in any offer.

 

Lady Wolffe told him that he was wrong and would have to make the offer to all shareholders.

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Allowayjambo1874
2 minutes ago, Footballfirst said:

They had their rights removed by the RIFC Board for apparently failing to provide sufficient information about the beneficial owners of the shares, as permitted under current company law.

 

When King was in court, he believed that he wouldn't have to include either them, or Beaufort Securities (in administration) in any offer.

 

Lady Wolffe told him that he was wrong and would have to make the offer to all shareholders.

Thank you, I think I understand it (maybe!).

 

King has definitely played fast and loose with the legal process as well as the long game on all this, it’s also became clear why Ashley bailed when he did (not so stupid after all). Looks like the Easdales are going to be major losers in all this, which is kind of karma. 

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6 hours ago, Footballfirst said:

 

As I said in subsequent posts, TOP only requires that shares be bought if the purchaser(s) will exceed the 50% threshold, between their existing holding(s) and new acceptances.  The threshold ruling only affects parties involved in share purchases who hold 30% to 50% of a company's shares between them.

 

If the party taking over control of a company has already acquired in excess of 50%, then the offer to buy out other shareholders is unconditional. The best example of that was when Bidco acquired the majority shareholding in HMFC from UBIG/Ukio.  Bidco had to make an offer for all other shares, which was unconditional because Bidco already held 79%.  As in the Rangers case, shareholders were free to accept or reject the offer to buy their shares.

 

So eloquently put FF.  You have made my life far easier by me not needing to post on this continuing saga.  You have nailed it. ??

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