ian1964 10,409 Posted June 6, 2019 Share Posted June 6, 2019 DAVE King and his Three Bears group will have a firm grip on Rangers if a bid to convert over £14m of club loans into shares gets the go-ahead, it has emerged. The Rangers board are asking independent shareholders to agree to a 'waiver' that would prevent Mr King from again having to make another multi-million pound shares offer to other shareholders as he and his partners tighten their hold on the club. In February, Mr King won a long battle to avoid paying out on a court-ordered shares offer, which could have cost him as much as £19m, after it just failed to get enough acceptances from shareholders to become valid. Mr King was obliged to make the bid by the Takeover Panel financial regulator, which ruled he, and the Three Bears group of investors made up of Hong Kong-based investment banker George Taylor, Park's Motor Group founder Douglas Park and investment banker fan George Letham, had acted "in concert" to acquire more than 30% of the Ibrox club's shares when they took over the club from a group said to be allied to Sports Direct founder Mike Ashley in 2015. The bid failure meant that those who accepted the 20p-a-share offer including former football board chairman Sandy Easdale and his family kept their shares. The club's board have now organised a general meeting for June 19 to ask shareholders to accept a so-called Whitewash Resolution, that prevents Mr King's group from making another general offer for shares under takeover rules, as they bid to increase their stake in the club. The Takeover Panel have confirmed that the requirement to make the general offer for the balance of shares not owned by the King group will be waived, if the shareholders pass the resolution. The group want to convert £14,120,388 in loans into 70,601,941 shares at 20p each. According to financial papers supporting the bid, the extra shares Dave King’s group would get from the loan conversion would mean their slice of Rangers International Football Club plc would rise from 34.06% to give them a majority 53.93% stake. If converted Mr King's slice through his New Oasis Asset Limited company will grow from 14.57% to 26%, Mr Park's holding will rise from 6.14% to 13.94%, Mr Letham will have 5.7%, up from 4.05%, while Mr Taylor's interest will drop from 9.3% to 8.14%. Documents relating to the move say that individual members of the King group will not be able to increase their percentage interest in shares without Panel consent. Documents relating to the move reveal that if approved, King’s group would have the power to decide whether resolutions at future general meetings pass or fail and block special resolutions. That means they have control over strategic decision-making processes, including the election of directors and chief executive, approving executive pay and passing financial accounts. There is a warning that if the so-called Whitewash Resolution is not passed the loan conversion will not go ahead. In a letter to shareholders, John Bennett, chairman of the independent directors of RIFC, said that "may create issues" for Rangers if the 'soft loans' which were integral to allow the club to meet its debts when due and invest in the playing squad were subsequently withdrawn. He said: "The loans were provided by shareholders to assist with the costs of restoring Rangers Football Club to a position at the top of Scottish Football and as a force in European Football. . "Rangers Football Club’s footballing success benefits the financial position of the company. Converting the loans to shares ensures that such assistance is ongoing and that the company does not have to repay this funding. "The loan conversion will significantly improve the balance sheet of the company and ensure that it complies with The UEFA Financial Fair Play Regulations." The independent directors in information supporting the motion said: "When the current board of RIFC were appointed, the club had suffered greatly through years of financial distress and upheaval. "Consequently, RIFC was making significant losses with no immediate possibility of those being stemmed whilst restoring the fortunes of Rangers Football Club. Such losses have now been greatly reduced and the fortunes of both Rangers Football Club and RIFC have been significantly restored. "There is still work to be done both on and off the field with sporting success for Rangers Football Club being the key driver to improved financial performance for RIFC." Under Takeover Code rules Mr King and the Three Bears, should have made a written offer to buy the shares of other shareholders at the time of the takeover having overtaken a 30% threshold. The 63-year-old businessman, had previously stated that delays in fulfilling court orders over the offer were the result of needing government approval to transfer the funds from South Africa to the UK. The offer came after a Court of Session contempt case in front of Lady Wolffe was paused in December after the Rangers chief said he was now “100%” committed to making the multi-million-pound offer. During one hearing in October, Mr King's advocate Lord Davidson of Glen Clova QC argued that he "is penniless" adding: "Any order wouldn't secure compliance. It won't. It is pointless." The King-led takeover group had always denied that they had acted 'in concert' to purchase shares in Rangers on December 31 2014 and January 2, 2015. But in December, 2017 Lord Bannatyne ruled in favour of the Takeover Panel that Mr King acted in concert with the Three Bears to oust the Mike Ashley-allied board. https://www.eveningtimes.co.uk/news/17688121.dave-king-group-set-for-controlling-interest-in-rangers/ 0 Quote Link to post Share on other sites More sharing options...
der Berliner 3,234 Posted June 6, 2019 Share Posted June 6, 2019 Quote If converted Mr King's slice through his New Oasis Asset Limited company will grow from 14.57% to 26%, Mr Park's holding will rise from 6.14% to 13.94%, Mr Letham will have 5.7%, up from 4.05%, while Mr Taylor's interest will drop from 9.3% to 8.14%. So there will be a 4-man band of major shareholders, with Club1872 somewhere inbetween. All of which are Rangers people with Rangers best interest at heart. As it was beforehand. Obviously, some will grow a few grey hairs about the amount of shares owned by the odd individual (or company), but no-one is anywhere close to the more normal one chairman, one owner, one boss stuff we`ve seen for decades and probably still have at many clubs in Britain. Every time Iread the above I hope that people will start to understand that Dave King is not the onwer of Rangers ... but many still follow well tavelled paths of the olden days. 0 Quote Link to post Share on other sites More sharing options...
Bill 13,717 Posted June 6, 2019 Share Posted June 6, 2019 Does anyone know what Club1872's share percentage will be after this dilution? How much of the supporters' money they spent on shares will evaporate into thin air? 0 Quote Link to post Share on other sites More sharing options...
pete 2,499 Posted June 6, 2019 Share Posted June 6, 2019 King played a blinder. Why do you think he didn't want club 1872 giving soft loans? 1 Quote Link to post Share on other sites More sharing options...
Bill 13,717 Posted June 6, 2019 Share Posted June 6, 2019 (edited) 5 hours ago, pete said: King played a blinder. Why do you think he didn't want club 1872 giving soft loans? Yes but I think it was obvious to many on the outside when Club1872 was calling for more donations that both their percentage shareholding and the value of that shareholding was only going to fall, rendering their stated objective ultimately unrealistic. Edited June 6, 2019 by Bill 0 Quote Link to post Share on other sites More sharing options...
Popular Post buster. 4,808 Posted June 6, 2019 Popular Post Share Posted June 6, 2019 The main overall objective for most I think was to turn the clubs fortunes around and create a base from which we have a chance to get our title back asp. This was done in very difficult circumstances and there were and still are various battles to overcome. I think there has been a great effort by an amazingly loyal support attending football matches. Club 1872 and it's members, despite predictable teething problems have also stepped up and contributed greatly. Kudos to the board and Dave King for making the move in 2015 and directing many of those ongoing battles. This particular story is a step of what was a structured debt strategy talked about by DK back in 2015. We needed DK, DP, GL, GT and others. They needed the support. 5 Quote Link to post Share on other sites More sharing options...
compo 6,109 Posted June 6, 2019 Share Posted June 6, 2019 So it looks like there wont be any share issue that I can invest my grandson's inheritance in ? 0 Quote Link to post Share on other sites More sharing options...
ian1964 10,409 Posted June 6, 2019 Author Share Posted June 6, 2019 0 Quote Link to post Share on other sites More sharing options...
forlanssister 3,050 Posted June 6, 2019 Share Posted June 6, 2019 58 minutes ago, compo said: So it looks like there wont be any share issue that I can invest my grandson's inheritance in ? Not yet anyway. 1 Quote Link to post Share on other sites More sharing options...
Bill 13,717 Posted June 6, 2019 Share Posted June 6, 2019 Like everyone else, I have no idea about King's detailed plans, for himself or the club. I don't know whether he's played a blinder or been absurdly lucky. I do know he's been good for the club overall and taken us to a far better place than we were in before he took over. I've also no idea where he takes the club going forward or how he'll go about it but I am sure there is as much of a journey in front of us as behind. I just see no way that journey is ever going to accommodate a supporters group ambition to sit on the board 0 Quote Link to post Share on other sites More sharing options...
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