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Dave King may have to offer you 20p for your shares


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Lifted from FF:

 

 

Takeover panel ruling..

 

 

http://www.investegate.co.uk/takeover-appeal-bd-/rns/rangers-international-football-club-plc/201703131139222798Z

 

 

 

"The Executive also determined that an obligation should be imposed on Mr King to extend a Rule 9 offer to other shareholders in Rangers. It directed him to make an offer in accordance with Rule 9 for all of the issued shares in Rangers not owned by him and Messrs Letham, Taylor and Park. The offer was to be made at the price of 20p per share."

 

25.

 

"On 12 December 2016 Mr King emailed a notice of appeal to the Board stating the grounds on which and basis on which he contested the ruling of the Committee to uphold the Executive.

 

26.

 

The Board, constituted as set out in the Appendix, heard the appeal on 25 January 2017. Mr King did not appear and was not represented. Mr Blair emailed written submissions on behalf of Rangers, but did not attend the hearing. Mr Charles Graham QC presented the case on behalf of the Executive, which also made written submissions on the appeal and in response to the grounds of appeal.

 

27.

 

At the end of the hearing the Board reserved its decision."

Edited by ian1964
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Lifted from FF:

 

 

Takeover panel ruling..

 

 

http://www.investegate.co.uk/takeover-appeal-bd-/rns/rangers-international-football-club-plc/201703131139222798Z

 

 

 

"The Executive also determined that an obligation should be imposed on Mr King to extend a Rule 9 offer to other shareholders in Rangers. It directed him to make an offer in accordance with Rule 9 for all of the issued shares in Rangers not owned by him and Messrs Letham, Taylor and Park. The offer was to be made at the price of 20p per share."

 

25.

 

"On 12 December 2016 Mr King emailed a notice of appeal to the Board stating the grounds on which and basis on which he contested the ruling of the Committee to uphold the Executive.

 

26.

 

The Board, constituted as set out in the Appendix, heard the appeal on 25 January 2017. Mr King did not appear and was not represented. Mr Blair emailed written submissions on behalf of Rangers, but did not attend the hearing. Mr Charles Graham QC presented the case on behalf of the Executive, which also made written submissions on the appeal and in response to the grounds of appeal.

 

27.

 

At the end of the hearing the Board reserved its decision."

 

I didn't read the whole thing but what i find strange is Dave King's reluctance to make a mandatory offer... Surely he wants to control more shares and i cant imagine a lot of people will sell at 20p a share, so i dont really understand why he appealed twice.

 

The only things i can think of is that either it costs a decent chunk of money to simply make the offer or unless it is an issue of having the funds available to fund extensive share purchase. If my maths is correct if all the shareholders decided to sell outside of the 35% him and Letham, Park etc control (which i guess is extremely unlikely) it would cost him approx £11m?

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Dave King statement

 

Statement by Rangers Chairman Dave King on the decision of the Takeover Appeal Board

 

The Takeover Appeal Board (TAB) has today ruled that I was acting as a concert party with George Letham, George Taylor and Douglas Park when we acquired shares in RIFC over 2 years ago.

 

The TAB requires that I, as the principal member of that group, must make an offer to acquire all of the shares in RIFC held by the rest of its shareholders at a price of 20p. I do not agree with TAB’s much delayed ruling nor follow its logic and I shall take the appropriate time to reflect upon it and consider the best course of action for myself, RIFC and its shareholders. My view on one individual not being able to exert undue influence on Rangers is already well known.

 

The complaint to the Takeover Panel was made by RIFC’s former Chairman, David Somers, as part of the old Board’s efforts to preserve their positions without regard to what was best for Rangers Football Club, its supporters and shareholders. Today’s decision by TAB is part of the price I have had to pay for being determined to rescue Rangers Football Club from its previous regime and the drastic consequences of their actions. I do so willingly.

 

It is my belief that the TAB has not understood the true nature of what occurred at Rangers and the tremendous role that the activism of supporters played in ensuring regime change. I am only one of a vast number of Rangers supporters and shareholders who fought to rescue our Club. The Rangers Football Club should never have become caught up in a takeover struggle. Those who placed it in that position bear a heavy responsibility.

 

I do not believe that there is any substantial group of RIFC shareholders that would be willing to sell its shares in RIFC at the price at which the TAB has determined I should make an offer. 20p is not a price that I personally believe represents a fair price for RIFC’s shares, nor is it the price at which shares in RIFC are currently trading.

 

I would anticipate that, if I was to proceed with an offer on the terms TAB require, it would be rejected by the overwhelming majority of RIFC’s shareholders and therefore not receive the level of acceptances necessary to proceed. I cannot see how making an offer that is doomed to fail can benefit RIFC’s shareholders.

 

TAB confirms in its decision (para 95) that it understands my position on this point but that the Rule to which they are giving effect “does not include considerations of whether the shareholders will benefit from an offer in a particular case”.

 

I will communicate further in due course.

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I would anticipate that, if I was to proceed with an offer on the terms TAB require, it would be rejected by the overwhelming majority of RIFC’s shareholders and therefore not receive the level of acceptances necessary to proceed.

 

What does "not receive the level of acceptances necessary to proceed" mean?

 

Does there have be a specific level of take-up before it proceeds? How would they know until they make the offer?

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Kings words are fair enough but he campaigned on a corporate governance footing so this result is an embarrassment for him.

 

Ultimately it could cost him a few million but his over shareholding may improve ahead of any possible share issue(s).

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What does "not receive the level of acceptances necessary to proceed" mean?

 

Does there have be a specific level of take-up before it proceeds? How would they know until they make the offer?

 

Moreover, this tweet suggests a less than favourable outcome should that happen:

 

[tweet]841284524877197314[/tweet]

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Moreover, this tweet suggests a less than favourable outcome should that happen:

 

[tweet]841284524877197314[/tweet]

 

Could Club1872 also offer a way out of this scenario? DK could offload enough shares to take him below the limit to the most trustworthy shareholder possible.

Edited by Thinker
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