The Elephant in the Room

A Guest blog by @heavidor:       

Given The Takeover Panel’s success in procuring a Court of Session order to compel Dave King to make an offer for all Rangers International Football Club Plc shares not owned by the Concert Party it would be impossible for King to remain a director unless he complies with that Order.

The co-option of Barry Scott to the board and the elevation of Alistair Johnston as a person with significant control could be construed as repositioning, however it will be whether King makes an offer of 20 pence per share to all the shareholders not included in the Concert Party or not that will determine what happens next and we shall know later this month.

(King resigning) is the correct thing to do and should have already occurred. Instead, Rangers financial reputation has been dragged through the mud by association.

Irrespective of whether King complies with the Court Order or not this story is far from over, and it will continue to hamper Rangers’ prospects until it is conclusively resolved. A King resignation as a director of RIFC would reduce the prospect of contaminating the club, its directors and advisors from the full effect of cold shouldering should he decline to make an offer.

That would mean that King, as distinct from RIFC, had financial pariah status and not the club. That is the correct thing to do and should have already occurred but, instead, Rangers’ financial reputation has been dragged through the mud by association with King.

What should not be underestimated is the reality of cold-shouldering, not for just the offending party, but for those involved in business with the offending party. The consequences are dire for the individual or organisation who falls foul of the rules, making it impossible to carry out normal business activities within the sphere of influence of The Panel, and the same consequences face those who shelter the cold shouldered.

It should be appreciated that there are members of the RIFC that are members of regulated financial professions who would be further prejudiced through association with a cold shouldered non-resident King.

Perhaps unfortunately for a large slug of the mainstream media and football authorities, financial pariah status pursuant to cold shouldering in the UK coming on top of criminal convictions in SA would be impossible to spin in any positive way or to maintain continued fit and proper status. I mean, we could have the SFA cold shouldered, couldn’t we? All said though, the cognitively dissonant will carry on regardless.

If King does the right thing by resigning from the board, it is still important to appreciate that the ‘4 Bear’ Concert Party as determined by The Panel will continue to exist irrespective of how Kings deals with the instruction to make an offer for the shares. This is the elephant in the room that remains.

The Concert Party via their shares and loans will retain the same level of control they currently have, and therefore remain compelled to abide by The Panel’s rules.

King’s resignation would not remove that impediment.

It doesn’t end there. By challenging the authority and insulting the intelligence of The Panel and the Court, King has ensured all large share transactions in RIFC will be scrutinised and questioned and could additionally determine, for example, that the Concert Party is increased to include Club 1872 and Barry Scott on the basis they are working in concert with King and/or other concert party members.

There are some who think that The Panel has been slow to respond and impose sanctions and that they are all bark and no bite. It would be wrong to think so. The reality is that King has moved the whole dispute into uncharted territory. There has been no precedent for such continued brazen and naïve flouting of Panel rules. Accordingly, The Panel has chosen to move at its own pace, dotting the ‘i’s and crossing the ‘t’s and I suggest they’re being methodical rather than indecisive in dealing with the estimable Mr King.

The true value of RIFC shares was a key point in the recent court case with all kinds of claims being made. Some think that the lack of significant arm’s-length trades makes it impossible to arrive at a correct price, and others say that the price paid to Mike Ashley in recent trades is the benchmark. In my opinion, neither is correct. Current and prospective shareholders have the financial figures in the accounts to work with, and can determine the real worth from there. On that basis it is clear to me the shares are not worth anything like the last alleged trading price on Jenkins. Rather it seems that the shares only have nominal value given the business has never declared a profit, continues to lose money and is reliant upon ongoing shareholder loans to stay in business.

Any subsequent share issue – even with King gone – could muddy the waters further; The Concert Party members may expose themselves to another Panel instruction to make another offer should any of its members acquire more shares without coming to an arrangement with The Panel beforehand.

To illustrate such an arrangement, Dermot Desmond got Panel permission to increase his shareholding above 29.9% the last time Celtic had a share issue. This is preferable to trying to hoodwink the financial authorities with tall tales.

It should be clear to all followers of RIFC’s financial travails that the status quo is unsustainable. So, the question is ‘what’s next’? The chairman’s statement that accompanied the annual accounts once more talked about loan to equity conversion without reference to the impact of the existence of a Concert Party amongst the RIFC Board of directors and providers of loans. This is remarkable any such conversion cannot take place without the permission of The Panel and/or without dragging the other directors and lenders in the quagmire with another possible offer for the shares not owned by the Concert Party.

.. the shares only have nominal value given the business has never declared a profit, continues to lose money and is reliant upon ongoing shareholder loans to stay in business

So, what should happen and what is required for RIFC to rid itself of this terrible yoke? The answers are pretty obvious; King should make an offer of 20 pence per share to all those shareholders not included in the Concert Party. He has said the shares are worth more than that and that no one would accept. If he’s correct he has nothing to worry about and he would create a clear path forward for Rangers. He would also resolve the dispute with The Panel, creating the conditions for a debt to equity conversion.

So, why might that not happen? Because if the shares are worth 27 pence as the directors have suggested that means the loan to equity conversion would have to be at the same price and, of course, if the shares not worth anything like that there would be a rush to accept 27 pence and the ball would be on the slates, so to speak.

It appears to me the board is stuck between a rock and a hard place, that King will resign, and that there will be no offer.

If this happens the position would be precarious. The current board doesn’t have the credibility, money or experience to take Rangers forward. Being a true blue should not be the defining characteristic of what’s required to make Rangers competitive but it appears to be the preferred qualification of most of their customers.

I believe Rangers need a need owner with a controlling shareholding and deep pockets to sort out this mess, and I have reason to believe this view is shared by some of those with influence.

That is not to say that a solution is imminent, but the reality check is at least a start.

IT IS BETTER TO OFFER NO EXCUSE THAN A BAD ONE

This headline is a quote by George Washington, but it is also friendly advice to Keith Jackson of the Daily Record in response to his ‘exclusive’ today on the reasons Derek McInnes turned down Rangers.

May I begin by drawing people’s attention to two statements by the same organisation on what was essentially the same subject matter: Continue reading IT IS BETTER TO OFFER NO EXCUSE THAN A BAD ONE

The Ernie B Thread

A special place for the posts of Ernest and those wishing to engage.

Fans for Judicial Review – Counsel Opinion

The fans for Judicial Review group have asked us to put out this statement.

 

Fans of many clubs were concerned by the SFA’s refusal to join with the SPFL in a review of the actions of both organisations over the last 10 years. Processes used by both organisations were clearly insufficient and rules were inadequate to properly deal with deliberate rule breaking, deception and financially irresponsible behaviour by at least one member club.

Continue reading Fans for Judicial Review – Counsel Opinion

Enough is enough

As Celtic prepare to take on one of the Champions league big boys again, a warning to the commentators and pundits.

Like most Scots, I was sad to see Celtic so comprehensively thumped by PSG and Bayern recently. But something about those nights made me angry as well. Continue reading Enough is enough

Who Is Conning Whom?

What follows is a record of an exchange in October with David Conn of The Guardian in respect of an article written by him in August 2016 reporting the arrival of The Rangers FC in the top tier of the SPFL.

In that article David Conn suggests that there was no tax overdue in respect of “The Wee Tax Case” of 2011 because he was told by the SFA that agreement had been reached with HMRC to postpone payment until after the Takeover by Craig Whyte and on those grounds the SFA granted a licence. Continue reading Who Is Conning Whom?

Time to Ditch the Geek Show

 

The link at the bottom of this piece points to an excellent blog by James Forrest on the ‘decline’ of the Old Firm, and particularly the viewing figures for the recent matches between Celtic and TRFC.

Whilst James, as you would expect is focusing on the consequences of the OF tag for Celtic, it is worthwhile considering that the decline in viewers is an excellent litmus test of the provenance of TRFC with regard to RFC.

Is it because the ‘you’re not Rangers anymore!’ faction is winning the argument? Continue reading Time to Ditch the Geek Show

The Vice Closes

News in The Times of Celtic’s letter to Stewart Regan regarding that club’s wish for a Judicial Review into the SFA’s handing of the Rangers EBT crisis increases the pressure on Regan considerably.

The SFA Chief Executive’s ill-advised spat with Pie and Bovril editor David McDonald this week may even be a sign he is devolving, and at least it demonstrates that, despite Twitter disaster after Twitter disaster, Regan doesn’t learn readily from his mistakes. Continue reading The Vice Closes

Celtic’s Champions League windfall is a bonus for Scottish football, not a handicap

 

It’s what everyone has been talking about of late, and it may well have a strong bearing on the headlines in Scottish football over the course of the season to come. Celtic are back amongst the big boys in the Champions League for the 2017/18 campaign. But opinions are divided on whether the implications of their qualification are positive or negative for the wider game in Scotland. Celtic’s coffers will be positively overflowing when the Champions League money comes in, but there are important financial considerations for the rest of the league too. Continue reading Celtic’s Champions League windfall is a bonus for Scottish football, not a handicap

On Grounds for Judicial Review

While the proposed Judicial Review of the LNS decision is to be welcomed it is a position that is fraught with legal difficulties such as the capacity to raise the proceedings, potential time bars and all sorts of other arguments.

It would be complete folly to base an argument here solely upon a judicial review of LNS as that would only leave one string to the bow.

Further, take the stated opinion or Mr Rod McKenzie that LNS only dealt with the issue of Player Registrations within the SPL/SPFL — and nothing else. Continue reading On Grounds for Judicial Review

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