Dear Takeover Panel
We understand that this letter below was sent this morning to a Takeover Panel contact and a receipt duly received.
Que sera sera…
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Dear Takeover Panel
I write with concern as a Company shareholder within Scottish Football.
I understand there is an outstanding issue with Mr David King of RANGERS INTERNATIONAL FOOTBALL CLUB PLC. (http://www.thetakeoverpanel.org.uk/wp-content/uploads/2017/01/2017-4.pdf)
At present Mr King has still to make a formal offer for all shares after acting in concert with other directors to assume control of the company above.
With this issue outstanding and Mr King procrastinating on the placing of funds in escrow for the offer, imagine my surprise when he declared at a Press Conference that he would be launching a new share issue for RANGERS INTERNATIONAL FOOTBALL CLUB PLC in order to raise at least £6m in funds.
It is my understanding there are Takeover Panel rules regards such actions, namely-
During an offer period, the offeror and persons acting in concert with it must not sell any securities in the offeree company except with the prior consent of the Panel. The Panel will not give consent where a mandatory offer under Rule 9 is being made.
Can you confirm if the Takeover Panel have given permission for this new share issue before anyone considers subscribing?
In an interview following the Press Conference (https://www.dailyrecord.co.uk/sport/football/football-news/dave-king-qa-full-rangers-12497577) , Mr King noted proof of funds have been given to the Panel but the issues for funds are due to Takeover Panel demanding funds being placed in the UK, is this also correct?
Extract from interview below, I highlight in underline a key phrase that seems to insinuate any proposed new share issue in the company isn’t impacted by current Takeover Panel ruling, is this also correct?:
Where are you with the Takeover Panel?
It got to a point where I agreed with the Takeover Panel that while I wouldn’t make a formal offer, one of my trust companies would make a formal offer and that the Takeover Panel would accept the company offer as being the offer coming from me personally because they know that I am never going to make an offer. They accept that. They asked me for proof of funds which we gave them. They then asked for the funds to be ringfenced in a separate account, an escrow, to make sure the funds could only be used for the purpose of the shares. We agreed to that. They were placed into a trust account, (with) proof of funds given to them. Then about two weeks ago the Takeover Panel approached me again and said they were unhappy now with the funds being held in South Africa and they would like them relocated into the UK to be held in a UK bank account in sterling. I said: “I am happy to do that.” But as you know I don’t have facilities in the UK, I would have to open a bank account, which I have agreed to do. I said: “That now requires an extension of the offer period. I can’t get the money into the UK, open bank accounts, do the various KYC (know your customer) things you have to do with the banks in time to make the deadline.” They didn’t grant the extension. That is where we are stuck right now. I have gone back to them and said: “I am going to take that under review because this is something you only asked for two weeks ago.” I am not a UK resident…my business interests are not in the UK therefore I have to open bank accounts and that does take time. That is really where we are right now. They have proof of funds in rand in South Africa, but they want it relocated to the UK. That is where we are at the moment.
In terms of the share issue, where are we with that? Will some of the soft loans be converted in that issue?
Just to finally cover the Takeover Panel, it is important to stress this has absolutely nothing whatsoever in any way to do with the football club, directly or indirectly. It makes no difference to the football club, it makes no difference to the funding of the football club, it makes no difference to the ownership of the football club. This is an issue between myself and the shareholders of the holding company. It has got nothing to do with Rangers, it has got nothing to do with the team, nothing to do with funding. Really, all that happens at the end of this process, when it is completed, if it is completed, is the extent of my shareholding in the Rangers International Football Club. That’s all it affects. It has got nothing to do with the football team, it has got nothing to do with the funding of the football team, it has got nothing to do with the funding of the football team. It is really a personal matter between me, the shareholders and the Takeover Panel. The rights issue? I met with (club secretary) James Blair on Saturday. We have now given the go-ahead for the rights issue, the share issue, to commence immediately. We were holding it off because I was hoping to get the offer out, but there was no indication from the Takeover Panel at that time that the relocation of the funds was going to be an issue. We thought: ‘Let’s get the Takeover Panel issue out of the way first, then get the share issue’. Because it would affect my ability to participate in it. I just said to James: “Let’s accept the fact the Takeover Panel will not be resolved in the next couple of weeks. Let’s just go ahead with the rights issue as it is with the restrictions that I have currently got on participating.” Yes, there will be a balance of conversion of loans versus raising of new cash.
I understand you may not be able to answer in fine detail but I would appreciate an acknowledgement in receiving this information in the interest of ensuring all is above board and shareholders are protected.