Dave King and the TAB ruling

radancer said:
it now appears that dave could be cold shouldered and disqualified as a director if he fails to comply with the court ruling, it is also apparently a criminal offence not a civil one to defy a cos order.
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He could certainly be 'cold shouldered' should the Court rule against him and he continues to defy the order, though it would be 'unusual' this is an 'unusual' case - dunno about the other stuff.
 
Valley Bluenose said:
He could certainly be 'cold shouldered' should the Court rule against him and he continues to defy the order, though it would be 'unusual' this is an 'unusual' case - dunno about the other stuff.
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It is not about ruling against anyone, it is the court of session enforcing the top ruling and the powers granted to top by parliament,the court of session cannot refuse to enforce the top ruling.
 
radancer said:
It is not about ruling against anyone, it is the court of session enforcing the top ruling and the powers granted to top by parliament,the court of session cannot refuse to enforce the top ruling.
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TAB not top. Also - and I know not whether their is any mileage in it - one of King's arguments seems to be that the ruling is against the wrong 'entity'. It is against Dave King rather than New Oasis Assets Limited. Smacks of clutching at straws to me, but we will find out soon enough. In that context, therefore, there may indeed be a 'ruling'.
 
Valley Bluenose said:
TAB not top. Also - and I know not whether their is any mileage in it - one of King's arguments seems to be that the ruling is against the wrong 'entity'. It is against Dave King rather than New Oasis Assets Limited. Smacks of clutching at straws to me, but we will find out soon enough. In that context, therefore, there may indeed be a 'ruling'.
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I prefer top they are the governing body and it is they who have instigated the action.
tab demolished king’s assertion that he had no remit to or from NOAL, dug a big hole with that one.
 
radancer said:
I prefer top they are the governing body and it is they who have instigated the action.
tab demolished king’s assertion that he had no remit to or from NOAL, dug a big hole with that one.
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Fair enough. If you are who I think you are from the old board then I know you have a good handle on these things (much more so than myself).

Have to say, King's stance on this throughout has been baffling. There is merit in his argument that it's a pointless exercise but, as far as I can see, once the TAB deemed them to be a 'concert party' there was no going back and he had to comply. No idea where he is going with it - unless he is simply stalling for time (for whatever reason).
 
If he is cold shouldered it effects everything. Every supplier down to the the programmes will be effected.

Any wonder Sports Direct wanted to do a deal.
 
Valley Bluenose said:
Fair enough. If you are who I think you are from the old board then I know you have a good handle on these things (much more so than myself).

Have to say, King's stance on this throughout has been baffling. There is merit in his argument that it's a pointless exercise but, as far as I can see, once the TAB deemed them to be a 'concert party' there was no going back and he had to comply. No idea where he is going with it - unless he is simply stalling for time (for whatever reason).
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I agree with your sentiments, this is a mess of King’s making no one else’s why he blatantly lied to tab only he knows, he now knows that the executive powers here sre more stringent than in SA,can’t see it ending in anything less than tears for all,unless King sees sense and complies with the ruling.
 
NorfolkBroad said:
If he is cold shouldered it effects everything. Every supplier down to the the programmes will be effected.

Any wonder Sports Direct wanted to do a deal.
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I'm not sure what you mean by "cold shouldered".
The biggest issue as I see it, based on information posted by others, is the threat to our business plan. Rangers are running a structured loss with DK, presumably, putting up 50% of the loans to fill the gap in our running costs. If £20m or so of his cash has to be effectively ring fenced in an escrow account for the duration of his offer to shareholders it could be problematic. It could put a lot of pressure on the other investors.
The view some are taking is no one will accept the offer made by DK. However, what if a few shareholders do. I'm thinking of: River and Mercantile, Sandy Easdale, Blue Pitch, Margarita. That is approx 20% of our shares. It'd leave DK with 34%. Way more shares than he intended, wants or needs. Money tied up in shares that is no longer available to fund our structured loss.
I'm a total novice at this stuff so may be well wide of the mark. Hopefully someone experienced in shares, business strategy and company law can clarify.
 
If King's personal holding (via New Oasis) hits 30% as a result of this he then has to make a further offer to purchase ALL shares as it would be classed as a takeover bid in his own right.

As regards 'cold shouldering' - here's a brief explanation in relation to someone who was 'cold shouldered':

A cold shoulder order may sound like a mild schoolboy rebuke, but it is in fact the most draconian penalty that the City's Takeover Panel, which polices the messy business of mergers and acquisition battles, can hand out.

The penalty means that no City firm regulated by the Financial Services Authority can act for a "cold-shouldered" individual in a takeover situation. It remains to be seen, however, what difference it will make, with firms with which Brian Myerson is involved insisting today that they were not subject to panel-imposed limitations.

https://www.theguardian.com/business/2010/jul/14/takeover-panel-coldshoulders-brian-myerson
 
Valley Bluenose said:
If King's personal holding (via New Oasis) hits 30% as a result of this he then has to make a further offer to purchase ALL shares as it would be classed as a takeover bid in his own right.
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That's what this offer is about. The takeover panel decided he was acting in concert with the 3Bs. DK is being made to comply with company law for all of the shares held by the concert party.
 
mart22 said:
That's what this offer is about. The takeover panel decided he was acting in concert with the 3Bs. DK is being made to comply with company law for all of the shares held by the concert party.
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Yes, I know that. However, the scenario you described saw Dave King/New Oasis as a single individual/entity going over 30%. My assumption is that would trigger the requirement for a further offer. Though I have no idea if that is correct or not it seems logical to me.
 
King selling some shares to club1872, resign as chairman and let one of the Parks taking over not an easy solution?
 
A few comments.

1. The cost of a Rule 9 offer document would be nothing like the cost of a prospectus. The two are completely different types of document, produced for very different purposes.

2. I keep reading 0n here that the passing of resolution 11 would be a big step forward. Whilst it would help, in my view it really isn't the big step forward that people think. Yes, passing resolution 11 would enable the board to issue shares on a non pre-emptive basis (i.e. to who they want, not to all shareholders on a pro rata basis). However even assuming the board is (through the passing of resolution 11) given authority to do that, the next piece of the puzzle is who you issue shares to. The assumption on here is that you crack on and capitalise the existing King/ Three Bears and other loans etc. However you can't do that without running foul of the Takeover Code. If you have King and T3B "concert party" holding between 30% and 50% and then you issue any further shares to them (as to increase their percentage shareholding) then you are squarely in "Rule 9" (of the Takeover Code) territory, meaning that King/Oasis/T3B (the Takeover Panel will have a view which, but based on what they have said to date re the acquisition of the current 30% plus stake, the Panel views the Rule 9 obligation as being on King) have to make an offer for all shares. This obligation to make an offer would be in addition to the current obligation which the Panel says King already has (through the original acquisition of 30% plus) and which is the subject of the Court of Session action.

Now what you would normally do in respect of a Rule 9 obligation which would otherwise arise through a further share issue is seek to "whitewash" it, that is to say obtain the approval of "independent shareholders" by way of an ordinary resolution. However the "independent shareholders" exclude the concert party (i.e. the existing 30+% held by the concert party). So you need to get an ordinary resolution passed by the remaining shareholders. Could you do that? Maybe. But it presumably depends on the Easdales and the like either not voting or voting in favour. Who knows what their current view of rangers related matters is. So, in short, passing resolution 11 does not get you round the Rule 9 issue which, to my mind at least, is a far bigger issue than resolution 11.

3. In any event, resolution 11 has never been the issue it has been made out to be. There has always been a way round it. The way round it would be to do what is called a "cash box placing" (although this does not get round the Rule 9 issue). Whilst institutional investors object to cash box placings as being inconsistent with high standards of corporate governance, (a) I don't think we really have any institutional shareholders left, (b) RIFC plc's shares are no longer listed and (c) given the many things that have happened to us over the last 5 years, I think that the views of City type institutions as to compliance with the highest standards of corporate governance associated with FTSE and other listed companies ought to be relatively low on our list of worries.
 
Another issue is why are the Takeover Panel showing such interest in a very small AIM company which has been delisted ?

There are thousands of listed companies many of whom have had similar issues, yet the first time TAB have gone to The Supreme Court to enforce a ruling is with RIFC,

As with the the HMRC, there is a total lack of proportionality.

I used to be paranoia free, times change....
 
ald said:
A few comments.

1. The cost of a Rule 9 offer document would be nothing like the cost of a prospectus. The two are completely different types of document, produced for very different purposes.

2. I keep reading 0n here that the passing of resolution 11 would be a big step forward. Whilst it would help, in my view it really isn't the big step forward that people think. Yes, passing resolution 11 would enable the board to issue shares on a non pre-emptive basis (i.e. to who they want, not to all shareholders on a pro rata basis). However even assuming the board is (through the passing of resolution 11) given authority to do that, the next piece of the puzzle is who you issue shares to. The assumption on here is that you crack on and capitalise the existing King/ Three Bears and other loans etc. However you can't do that without running foul of the Takeover Code. If you have King and T3B "concert party" holding between 30% and 50% and then you issue any further shares to them (as to increase their percentage shareholding) then you are squarely in "Rule 9" (of the Takeover Code) territory, meaning that King/Oasis/T3B (the Takeover Panel will have a view which, but based on what they have said to date re the acquisition of the current 30% plus stake, the Panel views the Rule 9 obligation as being on King) have to make an offer for all shares. This obligation to make an offer would be in addition to the current obligation which the Panel says King already has (through the original acquisition of 30% plus) and which is the subject of the Court of Session action.

Now what you would normally do in respect of a Rule 9 obligation which would otherwise arise through a further share issue is seek to "whitewash" it, that is to say obtain the approval of "independent shareholders" by way of an ordinary resolution. However the "independent shareholders" exclude the concert party (i.e. the existing 30+% held by the concert party). So you need to get an ordinary resolution passed by the remaining shareholders. Could you do that? Maybe. But it presumably depends on the Easdales and the like either not voting or voting in favour. Who knows what their current view of rangers related matters is. So, in short, passing resolution 11 does not get you round the Rule 9 issue which, to my mind at least, is a far bigger issue than resolution 11.

3. In any event, resolution 11 has never been the issue it has been made out to be. There has always been a way round it. The way round it would be to do what is called a "cash box placing" (although this does not get round the Rule 9 issue). Whilst institutional investors object to cash box placings as being inconsistent with high standards of corporate governance, (a) I don't think we really have any institutional shareholders left, (b) RIFC plc's shares are no longer listed and (c) given the many things that have happened to us over the last 5 years, I think that the views of City type institutions as to compliance with the highest standards of corporate governance associated with FTSE and other listed companies ought to be relatively low on our list of worries.
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what matters now is the court of session and the law, pretty high up in our worry priority, there again maybe we all wake up in our respective showers !
 
Misty Blue said:
Another issue is why are the Takeover Panel showing such interest in a very small AIM company which has been delisted ?

There are thousands of listed companies many of whom have had similar issues, yet the first time TAB have gone to The Supreme Court to enforce a ruling is with RIFC,

As with the the HMRC, there is a total lack of proportionality.

I used to be paranoia free, times change....
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I beg to disagree. What King/ Oasis have done here is highly unusual. This has nothing to do with the Takeover Panel being out to get King/ RFC. I would put it another way - the thousands of companies you mention (there are actually about 2,300 companies currently listed in the UK) virtually all manage to comply with the Takeover Code but King hasn't; and on the rare occasions they don't initially comply (normally because they inadvertently breach rather than have disregard for the Code) they invariably comply with Panel rulings. In the history of takeovers there have I think been two instances of cold shouldering. That I think gives you a steer as to how unusual this all is and why King/ RFC are not the subject of victimisation (and I say that as someone who feels indebted to King for stepping in when he did).
 
radancer said:
what matters now is the court of session and the law, pretty high up in our worry priority, there again maybe we all wake up in our respective showers !
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Personally, I am not unduly fussed by what the Court of Session concludes. King either succeeds in whatever argument he intends to make at the CoS (I confess that I am struggling to see what his grounds for argument are) or he doesn't and loses the case, in which case he has to make a Rule 9 offer to shareholders. If he has to make the Rule 9 offer then I suspect few if any will take up the offer, hence my relative indifference one way or the other. The CoS action may be important to King personally, but I don't see it as being particularly significant to RFC - RFC is more piggy in the middle on that one.
 
ald said:
Personally, I am not unduly fussed by what the Court of Session concludes. King either succeeds in whatever argument he intends to make at the CoS (I confess that I am struggling to see what his grounds for argument are) or he doesn't and loses the case, in which case he has to make a Rule 9 offer to shareholders. If he has to make the Rule 9 offer then I suspect few if any will take up the offer, hence my relative indifference one way or the other. The CoS action may be important to King personally, but I don't see it as being particularly significant to RFC - RFC is more piggy in the middle on that one.
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With Mike Ashley losing interest and Rangers being unlisted you don't think the likes of River Mercantile, Sandy Easdale, Blue Pitch and Margarita wouldn't accept DK's offer ? If the CoS rule he has to comply with the take over panel's decision.
 
mart22 said:
With Mike Ashley losing interest and Rangers being unlisted you don't think the likes of River Mercantile, Sandy Easdale, Blue Pitch and Margarita wouldn't accept DK's offer ? If the CoS rule he has to comply with the take over panel's decision.
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You might well be right. In which case King has to shell out cash to them, which is no doubt painful for him and unhelpful for us if it means he diverts cash to them rather than putting it into the club. The flip side is that it would, once and for all, rid us of the Easdales, Blue Pitch and Margarita (the latter two nobody has, so far as I am aware, ever got to the bottom of who is behind them - which I have always found a bit sinister).

There are a total of 81,478,201 shares in issue. King and T3B bought shares at, what, 20p or so (maybe it was up to 25p, I really can't remember). So at 20p you would be talking about just over £4m to buy 25% of the shares (Easdales, BP, Margarita and Ashley I think came to 25% or so, so if you exclude the Ashley shares (already bought) but include River & Mercantile maybe you are still in the 25% range re people who might sell out). £4m to rid yourself of that lot (although I have no issue with River & Mercantile, who I think have always been supportive of the club) might be money well spent in the grand scheme of things (easy for me to say when I a not writing the £4 cheque!).
 
mart22 said:
With Mike Ashley losing interest and Rangers being unlisted you don't think the likes of River Mercantile, Sandy Easdale, Blue Pitch and Margarita wouldn't accept DK's offer ? If the CoS rule he has to comply with the take over panel's decision.
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the biggest danger is that King thinks he can treat the court of session with the same disdain he showed SA courts, he really doesn’t want to find out the hard way what a misjudgement that would be.

Not after Letham dropped him right in it.
 
ald said:
You might well be right. In which case King has to shell out cash to them, which is no doubt painful for him and unhelpful for us if it means he diverts cash to them rather than putting it into the club. The flip side is that it would, once and for all, rid us of the Easdales, Blue Pitch and Margarita (the latter two nobody has, so far as I am aware, ever got to the bottom of who is behind them - which I have always found a bit sinister).

There are a total of 81,478,201 shares in issue. King and T3B bought shares at, what, 20p or so (maybe it was up to 25p, I really can't remember). So at 20p you would be talking about just over £4m to buy 25% of the shares (Easdales, BP, Margarita and Ashley I think came to 25% or so, so if you exclude the Ashley shares (already bought) but include River & Mercantile maybe you are still in the 25% range re people who might sell out). £4m to rid yourself of that lot (although I have no issue with River & Mercantile, who I think have always been supportive of the club) might be money well spent in the grand scheme of things (easy for me to say when I a not writing the £4 cheque!).
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I meant £4m rather than £4 cheque!
 
ald said:
You might well be right. In which case King has to shell out cash to them, which is no doubt painful for him and unhelpful for us if it means he diverts cash to them rather than putting it into the club. The flip side is that it would, once and for all, rid us of the Easdales, Blue Pitch and Margarita (the latter two nobody has, so far as I am aware, ever got to the bottom of who is behind them - which I have always found a bit sinister).

There are a total of 81,478,201 shares in issue. King and T3B bought shares at, what, 20p or so (maybe it was up to 25p, I really can't remember). So at 20p you would be talking about just over £4m to buy 25% of the shares (Easdales, BP, Margarita and Ashley I think came to 25% or so, so if you exclude the Ashley shares (already bought) but include River & Mercantile maybe you are still in the 25% range re people who might sell out). £4m to rid yourself of that lot (although I have no issue with River & Mercantile, who I think have always been supportive of the club) might be money well spent in the grand scheme of things (easy for me to say when I a not writing the £4 cheque!).
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Appreciate your knowledge. The picture is never clear when it comes to off field Rangers matters. It's really helpful to have someone on this board able to give informed views as to what is going on.
 
ald said:
You might well be right. In which case King has to shell out cash to them, which is no doubt painful for him and unhelpful for us if it means he diverts cash to them rather than putting it into the club. The flip side is that it would, once and for all, rid us of the Easdales, Blue Pitch and Margarita (the latter two nobody has, so far as I am aware, ever got to the bottom of who is behind them - which I have always found a bit sinister).

There are a total of 81,478,201 shares in issue. King and T3B bought shares at, what, 20p or so (maybe it was up to 25p, I really can't remember). So at 20p you would be talking about just over £4m to buy 25% of the shares (Easdales, BP, Margarita and Ashley I think came to 25% or so, so if you exclude the Ashley shares (already bought) but include River & Mercantile maybe you are still in the 25% range re people who might sell out). £4m to rid yourself of that lot (although I have no issue with River & Mercantile, who I think have always been supportive of the club) might be money well spent in the grand scheme of things (easy for me to say when I a not writing the £4 cheque!).
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They won't sell for 25p
 
bnigmother said:
When was the last court case to go against us ? We won most of the recent ones.
The tax case is nothing to do with us
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You can say the tax case has nothing to do with us but it is still a result against us.

Then we have googly eyes getting away with it.

We've had quite a few results not go our way.
 
ald said:
You might well be right. In which case King has to shell out cash to them, which is no doubt painful for him and unhelpful for us if it means he diverts cash to them rather than putting it into the club. The flip side is that it would, once and for all, rid us of the Easdales, Blue Pitch and Margarita (the latter two nobody has, so far as I am aware, ever got to the bottom of who is behind them - which I have always found a bit sinister).

There are a total of 81,478,201 shares in issue. King and T3B bought shares at, what, 20p or so (maybe it was up to 25p, I really can't remember). So at 20p you would be talking about just over £4m to buy 25% of the shares (Easdales, BP, Margarita and Ashley I think came to 25% or so, so if you exclude the Ashley shares (already bought) but include River & Mercantile maybe you are still in the 25% range re people who might sell out). £4m to rid yourself of that lot (although I have no issue with River & Mercantile, who I think have always been supportive of the club) might be money well spent in the grand scheme of things (easy for me to say when I a not writing the £4 cheque!).
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If King has to buy the share from Easdales et al, I am fairly certain that he could in turn sell onto C1872 at the same purchase price, (even if this payment was made to him over a period of time). My concern is why you would want to defy the Takeover Panel, even if the directive is an exercise in futility!

The other thought is that Ashley was running RFIC by default, why was no similar action brought against him, when it was clear that the Easdales and all of the others were acting in concert with the puppet master?
 
Reads to me like the remaining shysters want the offer forced through so they can get cash before their shares are diluted in a share issue
 
Hutch42 said:
Reads to me like the remaining shysters want the offer forced through so they can get cash before their shares are diluted in a share issue
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That was what I assumed this to be about. King holding out for as long as he could to hopefully remove the problem via share issue
 
mart22 said:
With Mike Ashley losing interest and Rangers being unlisted you don't think the likes of River Mercantile, Sandy Easdale, Blue Pitch and Margarita wouldn't accept DK's offer ? If the CoS rule he has to comply with the take over panel's decision.
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Surely it’ll come down as to whether they want to cut and run or stick hoping for a rise in share price eventually.
 
Graeme's dad said:
If King has to buy the share from Easdales et al, I am fairly certain that he could in turn sell onto C1872 at the same purchase price, (even if this payment was made to him over a period of time). My concern is why you would want to defy the Takeover Panel, even if the directive is an exercise in futility!

The other thought is that Ashley was running RFIC by default, why was no similar action brought against him, when it was clear that the Easdales and all of the others were acting in concert with the puppet master?
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They bought their shares at the IPO. Anything with Ashley was later.
 
bnigmother said:
Surely it’ll come down as to whether they want to cut and run or stick hoping for a rise in share price eventually.
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Unlikely. 20p is as good as it's ever going to get for former Ashley allies. I suspect all will accept King's offer should the court rule he must comply with the take over panel ruling.
 
radancer said:
at 20p
blue pitch and margarita share holdings alone would cost King £1,320,000 + costs.
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Add Easdale shares and River Mercantile's too. Why would either want to keep their shares in Rangers. Selling at 20p is a good option.
 
Was Kings biggest issue with this not that it would have been a waste of money offering 20p per share as no one would accept it?
 
davmcc said:
Was Kings biggest issue with this not that it would have been a waste of money offering 20p per share as no one would accept it?
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It is something he said. However, it's his opinion rather than a fact. The take over panel have held their hearing and ruled he was acting in concert with the 3 bears. Therefore he must make an offer to buy all Rangers shares. He didn't comply and the take over panel have taken him to court to enforce their ruling. Apparently it's very rare they have to do this. So not a lot of case examples out there to provide guidance on how this one will go.
 
Porto Loyal said:
I do love it when someone accuses those with a different view of being Dhims. Always a great debating point
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Mate, since the move to the new board all previous banned tims plus the non banned ones that were active FF are now all on this one together.

Its easy to pick them out though.
 
Ahh, it's seems like ages like we've had horse sh1t nonsense over court proceedings!! Glad it's back.
 
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