Dear Mr Bankier

Posted on by

Readers may be aware that the group Fans Without Scarves have written to Celtic urging them to seek a review of Scottish football (See here)
On the back of that laudible effort, I have been persuaded to publish a letter I sent to that same board over a week ago (on 8 November)
At the time of publication, I have received no acknowledgment.  Some organisations are like that, of course. (I put it down to the inferior quality of the social upbringing of their boards rather than concern for their postage bill)

The following is the text of that communication;

Mr I Bankier,
Chairman,
Celtic Football Club plc
Celtic Park, Glasgow G40 3RE

08/11/2018

Dear Mr Bankier,

“Resolution 12”

You will, of course, recall as clearly as I that, at the Celtic plc AGM in 2013, the Resolution bearing number 12 on the agenda was not formally debated and voted upon, but was adjourned indefinitely.

I understand that over the intervening years (!) a number of conversations and discussions have taken place between the Board and the immediate proposers of Resolution 12 (among whom, I should perhaps say, I was not numbered in 2013 and am not now numbered).

As an eventual outcome of those discussions and conversations, as again you will recall, Celtic plc in September 2017, shortly before that year’s AGM, entrusted to the Scottish Football Association [SFA] the task of undertaking a thorough investigation into the circumstances under which the Union of European Football Associations [UEFA] granted a UEFA-competitions licence to the then Rangers Football Club in 2011.

Unfathomably, it was not until May of this year that the Compliance Officer of the SFA referred the matter to the Judicial Panel Disciplinary Tribunal [JPDT]

In that same month of May 2018, evidence emerged that appeared to cast serious doubts on the legitimacy of the award of the UEFA licence to Rangers Football Club in 2011.

In late June 2018, and following careful consideration of that evidence, the legal representative of what is known as the ‘Res.12 Group’ informed both the SFA and Celtic plc of these doubts, passing to those bodies copies of the evidence which gave rise to those doubts.

In July 2018, The Rangers Football Club Ltd challenged the reference to the JPDT, arguing that the appropriate authority to which any such reference ought to have been made is the Court of Arbitration for Sport [CAS]

This challenge has apparently and inexplicably frozen all action by the JPDT.

To my eye, as a small shareholder, it appears that the Board of Celtic plc have been and continue to be at the very least dilatory and lukewarm if not yet totally remiss in looking after the interests of their shareholders.

It is now November: the reference by Celtic plc to the SFA was made over one year ago. Even by reference to the civil Courts let alone to the internal disciplinary body of a not very large sports governance body such as the SFA, that is an unconscionably long time for a reference not to have been acted upon. I now feel obliged to ask the following questions:

  1. Have the Celtic Board pressed the SFA to say what action they have taken vis-vis the challengemade to the legal powers of the JPDT to investigate the circumstances surrounding the award of the licence ?
  2. If they have not done so, would they care to give their reasons why not?
  3. If the response from the SFA was that the matter of the jurisdiction of the JPDT has been referred elsewhere (to UEFA or to the CAS), are the Celtic Board content with that response and prepared to take such subsequent monitoring action as may be necessary?
  4. If the SFA have not referred the question of jurisdiction elsewhere, have the Celtic Board ascertained at what stage the JPDT’s investigation is at, or even whether it has yet begun?
  5. If the Board have been told that the JPDT has stalled, perhaps indefinitely, what does the Celtic Board propose doing to ensure that the investigation that they were assured would be undertaken will indeed be undertaken by the JPDT as a matter of priority, with a timetable for completion?
  6. Does the Celtic Board actually trust the SFA/JPDT to investigate thoroughly, honestly and deliver true judgement? Is it not time that a vote was taken to pass ‘Res 12’, based on what is now known by Celtic plc, and the matter formally referred by Celtic plc to UEFA to investigate as thoroughly as was done in the recently reported cases of the Albanian, Serbian and Kazakhstan national associations?

The Celtic Board must keep in mind their obligations to shareholders. This would be especially so where there may be grounds for suspecting chicanery on the part of others, in consequence of which Celtic plc might have been denied an actual, defined sum of money and the opportunity potentially to compete for much more in ‘prize’ money.

In such circumstances it would not be at all for the Board on its own authority simply to ignore the possibility of chicanery and dismiss the matter.

There are sufficient grounds for me to believe that the award of a UEFA licence to the then Rangers Football Club in 2011 may have been made in the knowledge that that club was absolutely not entitled to that award.

In my opinion, the granting of a UEFA licence to the then Rangers FC in 2011 is not merely a ‘sporting’ matter, but one which might conceivably, in the absence of acceptable responses from the SFA/JPDT, require reference to the Crown Office and Procurator Fiscal Service.

The failure to date of Celtic plc to insist that the SFA take urgent action to fulfil the commitment they made that a thorough, independent investigation would be undertaken urges me to make such reference on my own initiative as a citizen who suspects that a crime may have been committed.

However, before taking such a step, I think I will await your replies to the questions above if you would be good enough to provide such.

Yours sincerely,

name and address

This entry was posted in Blogs, Featured by Trisidium. Bookmark the permalink.

About Trisidium

Trisidium is a Dunblane businessman with a keen interest in Scottish Football. He is a Celtic fan, although the demands of modern-day parenting have seen him less at games and more as a taxi service for his kids.

630 thoughts on “Dear Mr Bankier”


  1. Stevie BC and JC

    There's no doubt in my mind that what we have is a newbie wearing a dead man's clothes . But , given the revisionism of others , this looks to me like a bit of an olive branch . And he would have to hedge his bets on tradition going forward , given the statements and stance of the Scottish footballing authorities . Imo , you wouldn't get anything like this from their sports reporters . As Helpumoot says , this may be enough to have the Bears revolting and demanding blood .


  3. paddy malarkey 28th November 2018 at 20:28

    '…Imo , you wouldn't get anything like this from their sports reporters . '

    ______________________________

    Ok, paddym, I'll grant Fraser  got quite near to the original BBC Scotland stance before they capitulated to the now defunct (! and hell mend them) BBC Trust .

     


  4. Hi guys/

    Not posted for a while due to lack of time but still try to keep up.

    thing that got me wrt Frasers report for the BBC was his revelation that RIFC now have Metro Bank on board.To me he's implying that Metrobank are willing to provide a line of credit & not just the basic banking facilites that they've been providing since Green took over.If this were true,I'm sure it would have been announced with a 21 gun salute at yesterdays AGM.

    The list of SFA charges is baffling though.As a rule,TRFC are pretty much bombproof when it comes to the SFA/SPFL so something must have happened to embolden the governors of our game.

    Maybe the fact that in reality RIFC are skint,c/w their criminal chairman maybe being found guilty of Contempt has concentrated minds & they're getting their excuses in first before the S**t hits the fan(no one is above the law,blah,blah).

     


  7. Billydug 28th November 2018 at 21:36

    https://www.scottishfa.co.uk/scottish-fa/football-governance/disciplinary/disciplinary-updates/

    ===================================

    The full text of the charge sheet

    Notice of Complaint | Rangers FC
    Wednesday 28 November 2018
    Alleged Party in Breach: Rangers FC
    Date: Between 8 and 16 November 2018

    Disciplinary Rules allegedly breached:

    Charge 1:

    1. No recognised football body, club, official, Team Official or other member of Team Staff, player or other person under the jurisdiction of the Scottish FA, shall in an interview, a ‘blog’ on the internet, on a social networking or microblogging site, or in any other manner calculated or likely to lead to publicity (i) criticise the Decision(s) and/or performance(s) of any or all match official(s) in such a way as to indicate bias or incompetence on the part of such match official; or (ii) make remarks about such match official(s) which impinge on his character. For the avoidance of doubt this Rule applies (i) whether reported to the Scottish FA by a match official for Misconduct or otherwise, and (ii) where remarks are brought to the Scottish FA’s attention, or of which the Scottish FA becomes aware, by whatever manner or means. There shall be a presumption that any material published in such manner was published in the name of and/or with the authority of the person or body bearing to have published the material.

    Or alternatively:

    1. A club or recognised football body which publishes, distributes, issues, sells or authorises a third party to publish, distribute, issue or sell a match programme or any other publication or audio/visual material of any description in any media now existing or hereinafter invented, including but not limited to the Internet, social networking or micro-blogging sites, shall ensure that any such publications or audio/visual material does not contain any criticism of any match official calculated to indicate bias or incompetence on the part of such match official or to impinge upon his character. There shall be a presumption that any material issued, published, distributed and/or sold in such manner was issued, published, distributed and/ or sold in the name of and/or with the authority of the body bearing to have issued, published, distributed and/or sold the material.

    Charge 2:

    1. No recognised football body, club, official, Team Official or other member of Team Staff, player, match official, or other person under the jurisdiction of the Scottish FA shall bring the game into disrepute.

    Charge 3:

    1. A recognised football body, club, official, Team Official, other member of Team Staff, player, match official or other person under the jurisdiction of the Scottish FA shall, at all times, act in the best interests of Association Football. Furthermore such person or body shall not act in any manner which is improper or use any one, or a combination of, violent Conduct, serious foul play, threatening, abusive, indecent or insulting words or behaviour.

    Charge 4:

    1. All members shall:

    (a) observe the principles of loyalty, integrity and sportsmanship in accordance with the rules of fair play; (b) be subject to and shall comply with: (i) the Articles; (ii) this Protocol; (iii) the Cup Competition Rules; (iv) the Registration Procedures;

    (v) the International Match Calendar; (vi) Club Licensing Procedures; and (vii) any statutes, regulations, directives, codes, Decisions promulgated by the Board, the Professional Game Board, the Non-Professional Game Board, the Judicial Panel, a Committee or sub-committee, FIFA, UEFA or the Court of Arbitration for Sport; (c) recognise and submit to the jurisdiction of the Court of Arbitration for Sport as specified in the relevant provisions of the FIFA Statutes and the UEFA Statutes; (d) respect the Laws of the Game; (e) refrain from engaging in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010; (f) behave towards the Scottish FA and other members with the utmost good faith.

    Charge 5:

    1. Each member shall procure that its officials, its Team Officials and its players act in accordance with Rule 1.

    Or alternatively:

    1. Each member shall use its best endeavours to procure that its Team Staff its employees and its Team Scout(s) (other than its officials, Team Officials or players) act in accordance with Rule 1.

    Or alternatively:

    1. All Parties must keep confidential any information or documentation relating to Proceedings arising under this Protocol which is not in the public domain (including but not limited to the identities of the Panel Members), save where disclosure is allowed under the Protocol and/or required by law.

    Principal hearing date: Wednesday 19 December 2018

    Response date: Tuesday 4 December 2018


  8. H, yes using the term 'reveals' sounds more suitable for a magician than the RIFC Chairman.

    Self-sufficient in 2 years he says?

    "Dear Santa,

    I've been a good boy all year – honest.  Some bad boys have been bullying me and taking me to court, but it wasn't my fault.

    Anyway, could you bring me a magic wand for Christmas please, so I can make all the Ibrox debt just vanish.

    WATP,

    David King"

    enlightened

     


  9. Homunculus 28th November 2018 at 21:46
    3 0 Rate This

    Note the use of the word “reveals” not “claims”.

    https://www.dailyrecord.co.uk/sport/football/football-news/dave-king-reveals-rangers-self-13652723

    Dave King reveals Rangers will be ‘self-sufficient’ in two years’ time.

    ==================================================

    Or put another way – Rangers will require loans just to keep trading for at least another two years.
    ………………….
    The players they have brought in will be sold for bigger profits than what they bought then in for.
    Why has no other club thought of this?


  10. Dave King reveals Rangers will be ‘self-sufficient’ in two years’ time.
    Has the 2022 vision been brought forward?
    INTERIM chairman Paul Murray said the new board had a plan for Rangers to be “back at the very top” in seven years time despite revealing losses of £2.6m for the final six months of 2014.
    https://www.dailyrecord.co.uk/sport/football/football-news/rangers-board-2022-vision-aim-5436820
    ………………..
    The more loses they make the nearer the vision becomes by the look of things


  13. Cluster One 28th November 2018 at 19:04

    Time will tell on that one.But from the statement it looks as if their efforts to improve the overall fan experience. And the progress in restructuring the commercial and administrative sides of the club, is all good news for the fans.
    And gone are the days when the fans were angry at their board.

    —-

    Obviously Killie's attempts to improve their fan experiences are welcome. The question marks are around whether stating you're looking to improve your website is a sufficient response to losing 40% of your board in a few days. 

    Actually think recent Killie fan concern seems more grounded in on-field performance e.g. end of 15/16 with average attendances under 4k and no confidences vote at the AGM https://www.bbc.co.uk/sport/football/36146083

    Contrastingly, average attendance this season is over 6k and robustly >1k over equivalent fixtures from last season. Perhaps interestingly for your position, there was almost no attendance change in equivalent fixtures between 11/12 and 12/13. Guess those 150 fans didn't change their attendance patterns. 
    My take from this is that the recent increase in fan numbers is driven by the on-field performance, so at risk from any impacts from off-field issues. 

    And speaking of Kilmarnock, they give a benchmark for the disciplinary charges levelled at Rangers today. They ended up with a £1k suspended fine. Clarke also got a suspended two match touchline ban, though I imagine that isn't possible for the Rangers alleged breach as Gerrard isn't named in the charge. 


  14. Canting bloody 'journalists' are almost as despicable as such as Goebbels.

    I can’t believe that you have just described journalists in the UK as “almost as despicable” as a man who endorsed the holocaust and some of the most despicable acts and atrocities ever witnessed by man. I’ve seen some pretty horrendous comparisons on here before – comparing Hillsborough justice to Resolution 12 as one – but this is surely a low point on this site. I assume in your eyes anyone who “propagates the lie” (in your words) is as bad as Hitler or Stalin? Surely there needs to be a bit of perspective from time to time. When all said and done it’s a bloody game of football!


  15. On the eve ( only just! is that the time already?) of the 'Proof before Answer' what do I

    a) hope for ?

    b) expect?

    Well, as regards my hopes, those are that

    -yer man is found to be in contempt 

    -that that contempt is seen as  a real, deliberate, two-fingers to the Court of Session by a South African resident 

    -that that contempt for the law has to attract an exemplary punishment in itself, and in respect of the need for the law to uphold the regulatory powers of the Takeover Panel to deal with f.ckin company directors whose aim is to screw shareholders in order to enrich themselves

    -that a mere fine( to a millionaire) is no penalty

    -that a prison sentence is, in all the circumstances, the only appropriate penalty.

    As regards what I expect?

    well, basically, a fudge, some form of words that will that will end up with King facing a jail sentence in the event that he does not make 'the offer'. 

    And no penalty for the actual contempt, if he does eventually 'comply'.

    we wait with bated breath.


  16. King was ordered to deposit 12m in a UK bank account many months ago. He not only has failed to do so it appears he has not even opened that UK account. I doubt you can be more contemptuous than that. Has he scuttled back to South Africa or will he be at court tomorrow (today) if so I would remand him in custody until the funds were deposited ,I think then we would see just how fast it really would take to comply with the order.

    Are people beginning to tire of King' games ? The SFA bringing contempt charges and Gerrard firing a warning shot across the bows regarding a sale of Morelos ? It is said that Empires collapse very slowly at first and then "all of a sudden". Maybe it is no coincidence that Mr Murty was named as the man of the year by King very recently…..Once more into the brogues, dear friends, once more…….


  17. Darkbeforedawn 29th November 2018 at 00:03

    '…When all said and done it’s a bloody game of football!'

    _____________

    Exactly!

    And when people lie about a trivial thing like football, what will they be prepared to lie  about in something that really matters?

    We know that the  chairman and majority shareholder of a club lied to us for a decade.

    We know that we have a sports governance body which 'may' have been involved in that deceit, and is certainly involved in the creation of the fantasy that a club which they themselves allowed into Scottish Football only in 2012 is somehow, Harry Potter wise, the same identical club as a club that died by Liquidation.

    It is the readiness to lie and cheat that is the important point.: if one is prepared to do it to someone's disadvantage on a trivial matter, what will one be prepared to do to save one's skin?

    Would anyone in office in the SFA send someone to the gas chambers? 

    I have to say……what?

    In so far as they may lie to us in football matters to save their skins, what might they do to literally save their lives ?

    Any better than Eichmann , or Priebke?

     

     


  18. John Clark 29th November 2018 at 00:16
    As regards what I expect?

    well, basically, a fudge, some form of words that will that will end up with King facing a jail sentence in the event that he does not make ‘the offer’.
    ………………………….
    They would have to put a date on when that offer should be made,as king would just kick that can down the road.
    Wait a minute,we have already been down this road, i can’t see the Takeover Panel wanting to go down it again not unless there is some punishment to king first.
    Then it could be you have been punished now let’s see if you have learned from your punishment, and we will try this again.


  20. Lots happening in our wee game. I for one am also looking forward to some mouth watering matches this weekend. Of course Solihull vs Blackpool will take some beating. Thank goodness it’s being broadcast live in Scotland by the BBC. 


  22. Looks like we will have a full house at the CoS this morning. King and Blair are here. Photographers lurking outside. JC is currently engaged in a conversation with Chris McLaughlin of the BBC. 


  23. Ex Ludo 29th November 2018 at 07:52

     

    Lots happening in our wee game. I for one am also looking forward to some mouth watering matches this weekend. Of course Solihull vs Blackpool will take some beating. Thank goodness it’s being broadcast live in Scotland by the BBC. 

    ===============================

     

    Dundee Utd v. Ayr Utd on BBC Alba on Friday night – k.o.1945.

     

    Should be a good game & will beat Solihull v. Blackpool into a cocked hat…


  25. Ex Ludo, Tom English having a pop at the manner in which the SFA operates is to be warmly welcomed.

    Just a pity he was mostly looking the other way – along with all the other SMSM – for several years WRT Rangers.

    Selective journalism.


  26. Quote of the day from a TOP witness. We didn't think we'd end up nannying him (King) through the process. 


  27. A few snippets from this morning's proceedings 

    A slip of the tongue from King's QC – he mentioned shares in the "club" and quickly corrected himself to the "company".

    Lady Wolffe, when referring to tweeting noted that Lord Hodge had allowed it when dealing with the insolvency of Rangers no. 1.

    King is expected to go into the witness box later. It appears that King's side is putting up a defence using "men's rea" in that King's understanding of what he was told was different from TOPs so he didn't know what he was doing /not doing was wrong.

    TOP appears to have accepted that the new shares will be included in any offer. That will make it unlikely that King will reach the 50% threshold required to make the offer unconditional.

    TOP has received inquiries from several shareholders who wish to sell though. 


  28. Ta for snippet EJ.

    So, Mr Glibby is claiming he lacks mens rea?

    Would have thought his expensive legal team of Lord Whatshisface of Glen Somewhereobscure could have explained what the order handed down was all about at the time.

    A 1st year law student would have no trouble kicking that claim into touch.


  29. https://www.scotsman.com/regions/glasgow-strathclyde/rangers-chairman-dave-king-nannied-by-watchdogs-court-hears-1-4836688

     

    I was reading the article and noticed this (again) .

    The case was originally brought to court over the actions of Mr King and the so called “three bears” – businessmen George Letham, George Taylor and Douglas Park – during their takeover of Rangers in late 2014. Investigators for the panel concluded that the quartet acted in concert to acquire 30 per cent of the shares in Rangers. The money for the shares purchased by the four men came from offshore trusts which were in the name of Mr King’s family.

    Read more at: https://www.scotsman.com/regions/glasgow-strathclyde/rangers-chairman-dave-king-nannied-by-watchdogs-court-hears-1-4836688

    To me that reads as King's family trusts purchasing all the shares .


  30. easyjambo:

    King is expected to go into the witness box later. It appears that King's side is putting up a defence using "men's rea" in that King's understanding of what he was told was different from TOPs so he didn't know what he was doing /not doing was wrong.

    ……………………………………………………………..

    Is my memory flawed in recalling that Three Bears tried to warn King off of the route he was heading down, because it ran precisely the risks of falling into the trap he now lies in – and that, thus, he KNEW it was wrong?

     

    Or am I missing a certain finessing here…?


  31. Proceedings over for today. TOP called three witnesses, two TOP people and a South African lawyer who was an expert in SA exchange controls, and have closed their case. 

    King and Blair will be the only defence witnesses tomorrow. 

    Will update further when I get home. 


  32. King has proven in a court of law to be a "glib and shameless liar".  So, he might come up with all sorts of boll*x tomorrow.

    But, what about Blair?

    IIRC, he is a qualified lawyer, so if he is asked the 'right' questions, then one would expect him to be obliged to tell the truth… and regardless of any loyalty to TRFC or to King.

    Would be a rather fitting addition to the Ibrox omnishambles saga for one senior, Ibrox person to very publicly drop another senior, Ibrox person deep into the smelly stuff.

    I know, wishful thinking…


  33. As I kind of half-expected, tomorrow's proceedings in Court will simply continue with 'fact -finding'

     with 12th December the date for 'submissions' in a Proof hearing. I shall be sorry to miss the culminating point of the process: I couldn't possibly justify 'jetting in' from Brisbane!broken heart

     


  34. Where's your commitment JC?!

    Shirley, you could ask the CoS to set up a video link, as you are providing a worthwhile public service to the Internet Bampots?

    Or, you've probably more than earned a well deserved break from all the Scottish football nonsense.


  36. Today's Court of Session proceedings were relatively dull, compared to what I might have expected. That was down to all the witnesses having submitted affidavits beforehand, then questioned, first by Dr David Johnston QC for TOP, then cross examined (at length) by Jonathan Mitchell QC for King.  The public doesn't get to see the affidavits, so we are limited to the bits and pieces discussed in court.

    Johnston limited himself to a few questions to each of the witnesses, just to highlight a few key points, then it was Mitchell's turn.  He did his usual and talked a lot about not very much, boring the pants of everyone.

    The  first of the witnesses, Christopher Jillings, one of three Deputy Director Generals of the Takeover Panel, was the lead person on the King case, so he was party to most of the correspondence and calls that went between King and the TOP. 

    He knew the code inside out, and on the odd occasion the Mitchell drew his attention to a provision of the Takeover Code, he was was quick to respond, telling Mitchell that he was not reading it properly, e.g. Mitchell referred to the code only applying to listed companies, but Jillings quickly retorted that Rangers was listed at the time of the Concert Party acquisitions, and in any event, if he read the next point he would see that the code applies for 10 years after delisting anyway.

    Jillings had a comprehensive record of all the emails that had bounced back and forth and appeared to have been consistent throughout.  At one point he confirmed that if King had complied, then the contempt proceedings would most likely have been halted.

    The second witness, Jeremy Evans, an Assistant Director General, had taken over the case when Jillings was on holiday, but his expertise appeared to be in relation to the role of "Cash Confirmer" (the person/company who confirms that they hold access to the funds needed to satisfy an offer, preferably in an accredited UK financial institution.  King has never had a financial advisor far less a Cash Confirmer, which is the essence of the issue that has allowed King to prevaricate for so long.

    The third "expert" witness was Kevin Cron, an attorney from South Africa who has the best part of 40 years experience in exchange controls.  It turns out that King, through Laird made an application to clear funds on 6 August, but he then requested that the application be suspended later in the month, prior to the share placing. Cron advised that the level of Laird's application, ZAR 188m, meant that an authorised dealer could approve the transfer of funds to the UK. If the request was for more than ZAR 1bn, then it would have to go to the SA Treasury. Cron thought that Laird's application, was lacking in detail, so may have prompted some questions from Investec, the authorised dealer, but should have been approved within a couple of weeks. Had it gone to the treasury, then it could take up to six weeks for a decision.  He also commented that the application didn't need to have a tax compliance statement as the transaction was being carried by for a company rather than an individual.

    On completion of the TOP submissions, there was some discussion about tomorrow's witnesses, i.e. King and Blair only.  There was a concern about two other affidavits submitted from King's side, as there was no opportunity for the witnesses to be cross examined on their content, if they weren't going to be called. In that case, Lady Wolffe indicated that she would have to consider the weight she gave to their statements.

    Mitchell went on to confirm that King had written his statement himself, and described that as "good" as it reflected his state of mind at the appropriate times. (the "mens rea" defence again)

    Proceedings resume at 10am tomorrow.

    Note: I spoke to a couple of the TOP guys after the court adjourned and asked about the effects of the share placing. They confirmed that it was allowed by Takeover Code with certain restrictions, but they couldn't do anything about the position of the smaller shareholders who wished to sell, and might have been able to do so prior to the share placing, but may not get the chance if the 50% threshold is not met to make the offer unconditional, because of the enlarged share base.

    King appears to have a number of irrevocable undertakings from the placees (and Club 1872) confirming that they won't take up the offer.  If King can get 50% of the 66% non concert party shares mandated in that way, then he won't have to make an offer at all. I suspect that he is still shy of that mark but it won't stop him making the point tomorrow.

    Edit: It was the TOP who recommended to King that he obtained the undertakings, as it would reduce the amount of cash that he has to provide up front when he finally makes an offer.


  37. easyJambo 29th November 2018 at 17:43

    Note: I spoke to a couple of the TOP guys after the court adjourned and asked about the effects of the share placing. They confirmed that it was allowed by Takeover Code with certain restrictions, but they couldn't do anything about the position of the smaller shareholders who wished to sell, and might have been able to do so prior to the share placing, but may not get the chance if the 50% threshold is not met to make the offer unconditional, because of the enlarged share base.

    ========================================================

    Thanks EJ & JC.

    It seems odd that no action can be taken in circumstances where the outcome, if not intent, was to undermine the rights of shareholders outwith the concert party.

    Additionally the share placing appears to potentially circumvent the TOP threshold ruling.

    Scottish Football needs a strong Arbroath.

     


  39. redlichtie 29th November 2018 at 18:09

    It seems odd that no action can be taken in circumstances where the outcome, if not intent, was to undermine the rights of shareholders outwith the concert party.

    Additionally the share placing appears to potentially circumvent the TOP threshold ruling.

    ========================================

    That's exactly the point I was seeking an answer on, but they said that there is nothing they can do about it from within the code.

    By all the delays, King has managed to gerrymander a situation where it is unlikely that he will have to buy any shares (he will still have to make an offer though).

    I think that King is willing to risk a large fine (say up to £1m) and possibly imprisonment (maybe suspended if an offer is ultimately made?), just to avoid doling out £3m-£5m on buying up shares he doesn't really need to exercise control of the company.


  40. Finloch 29th November 2018 at 18:18

    Big thanks John and EJ.

    Was it a busy courtroom?

    ===========================

    There were 4/5 journalists, King, the witnesses (once they'd given evidence), the two legal teams (abut 10 in total), JC & I and that was it.  Court 7 is a relatively small courtroom, so it looked fairly busy. It has the advantage of soft seats which is better than the older courtrooms that have wooden benches.


  41. easyJambo 29th November 2018 at 18:23

    redlichtie 29th November 2018 at 18:09

    It seems odd that no action can be taken in circumstances where the outcome, if not intent, was to undermine the rights of shareholders outwith the concert party.

    Additionally the share placing appears to potentially circumvent the TOP threshold ruling.

    ========================================

    That's exactly the point I was seeking an answer on, but they said that there is nothing they can do about it from within the code.

    By all the delays, King has managed to gerrymander a situation where it is unlikely that he will have to buy any shares (he will still have to make an offer though).

    I think that King is willing to risk a large fine (say up to £1m) and possibly imprisonment (maybe suspended if an offer is ultimately made?), just to avoid doling out £3m-£5m on buying up shares he doesn't really need to exercise control of the company.

    =========================================================

    I seem to recall this issue coming up in court at one point but the placing was allowed to continue.

     

    Sounds like the onus was/is on the non-concert party shareholder(s) to go to court to have the share placing stopped or the subsequent enhanced voting rights (for DCKs 'team') set aside.

     

    An opportunity missed or do they still have some legal option? Perhaps awaiting the outcome of this case before taking any further steps.

     

    SFNASA


  42. Two affidavit supplying no shows tomorrow.  So which 3B forgot to hand his in saying “it wisnae me” thenmail


  43. Smugas 29th November 2018 at 19:44

    Two affidavit supplying no shows tomorrow.  So which 3B forgot to hand his in saying “it wisnae me” thenmail

    ==============================

    One was a South African lawyer. Can't remember who the other was.


  44. Can't wait to see the statement criticising the referee . Well, I can , but don't think I'll have to wait long . All we ask is consistency .


  46. with 12th December the date for ‘submissions’
    and the Principal hearing date: Wednesday 19 December 2018
    December will be interesting


  47. I may be wrong on this…

    It now seems unlikely that Mr King will be forced to make an offer to minority shareholders. I think the new reality of the current share distribution means that such an offer would be doomed to fail.

    So I think the current proceedings are unlikely to produce a further order to comply with the TOP ruling.

    Importantly though, it makes no difference at the moment as the order has already been made. It seems as though it is simply up to the judge in this present case to decide if the failure to comply with the earlier order constitutes an 'offence' – and if so, what the penalty should be.

    It should be remembered that there are two distinct elements to 'the new reality'.

    1. The failure of Mr King to make an offer at a time when it would be likely that a sufficient number of shareholders would accept that offer.
    2. The later issuance of new shares in the company that diluted the (potentially) disenfranchised shareholders below the threshold that would have seen their shares purchased by Mr King.

    Whilst the first part is entirely the responsibility of Mr King, the second – the share placement – was a decision made by the company.

    In general terms, the TOP do not have any business interfering in the operation of a company. If the company wishes to raise new capital through a share issue, it is perfectly entitled to do so.

    But, if in doing so, the company has prejudiced the interests of some of its shareholders and acted unfairly, those shareholders can apply to the court (Companies Act s.994) for an order.

    Did the company prejudice those shareholders?

    Did the company act unfairly?

    I would imagine that those disgruntled shareholders case would be made stronger if Mr King was shown to have acted with mens rea – a guilty mind – by not making the offer at the correct time.

    Is TOP looking to prove mens rea? I believe so.

    Could this case help those shareholders in a later case? I believe it could.

    If a later court was invited to consider that Mr King represented the controlling mind of the company, the shareholders may feel that they could demonstrate a prejudice and unfairness by the company when launching the new share issue.

    In making their case, they may, for example, ask the court for an order that the company should purchase their shares at the price Mr King would have paid.

    Just a thought.

    If I am correct, it would explain why the club may be prepared to pay Mr King's legal bills – if indeed, they are doing so.


  48. Thanks HP. I think you have sketched out a plausible scenario for where things may now go. The result of this current case does look to be of great importance for the various stakeholders quite apart from DCK being at personal risk.

    Scottish Football needs a strong Arbroath.


  49. HP @ 01.30 30 Nov + redlichtie @ 05.22 30 Nov 2018

    If King is found in contempt I could envisage a shareholder group action against RIFC for "financial injury" led by people such as the Easdales , for example , who may have lost out if King doesn't have to make the offer @ £0.20 as a result of the new share issue .


  50. HirsutePursuit 30th November 2018 at 01:30

     

    That's an interesting situation, HP, and one I'd like to see played out. I had wondered, though, if, in view of the success of King's delaying tactics, and should he be found in contempt, will the sentence handed down reflect this and be the severest penalty available as a result? (Rhetorical question ?)

     

    There is still, of course, the question of the 'cold shoulder' and how the financial world will view it in light of they way King has played fast and loose with the law. Will it result in a much wider effect than the mere 'cold shoulder', and could it have implications for the club and, for aiding and abetting King in his manoeuvres, the rest of the concert party.


  51. Re: King. The question of legal fees should be pretty easy to settle. If they are being paid by RIFC it'll be listed in the accounts as a "benefit to kind" to King. 

    Admittedly I might have given less thought to Companies Act s.994 than others, but I'd be surprised if it applied to any (share allotments by) special resolution passed per Articles of Association e.g. Section 570(1) used for the share issue would pretty much be prejudicial by definition on the reasoning above? 

    And if the line suggested above is the shareholders would be looking to take, does anyone have any insight around why they would wait for this TOP case rather than seeking injunctive relief at some point in the ten months between the share issue being approved at the last AGM and the share issue going through?


  52. Lady Wolffe is receptive to King purging his contempt by making an offer. King has accepted that he will proceed with an offer on his return to SA.

    He has agreed that he will make an new exchange control application and seek to appoint a cash confirmed. He thinks it will still take six weeks or so.

    King is still in the witness box being questioned by Mitchell. 

    Coffee break time. 


  53. Had good wee giggle from James Forrest there, esp. the last line….

    “Today I listened to a truly mind-bending discussion between Gary Ralston of The Record, and their Record blogger Johnny McFarlane. The subject was the Sevco fan-zone and their alleged plans for what they call their “150 year celebration.”

    Amazing that they are discussing something that’s still 144 years away” …


  54. King is hopeful of negotiating a reduced cash sum with TOP because of the irrevocable undertakings not to sell. 

    Sandy Easdale and Glenmuir have indicated to King that they probably won't sell but won't give an undertaking on that basis.

    There remains some uncertainty on the position of the restricted shares (BPH etc.) and those held by Beaufort Nominees (in administration) because of potential criminality and money laundering concerns. 


  55. easyjambo 30th November 2018 at 11:35

    When telling the Court all the things he was going to do was Mr King, how can I put it, glib?


  56. Logosi,

     Can I add another couple of well-used words re. mr. king, …

    Shameless Li*r.


  57. Court adjourned until 2pm to allow the two parties to discuss a potential resolution. 

    King is still denying that he is in "wilful defiance" of the court order.

    However, I think we are heading towards King's compliance with the order in some shape or form. 


  58. easyJambo 30th November 2018 at 11:35

    Lady Wolffe is receptive to King purging his contempt by making an offer. King has accepted that he will proceed with an offer on his return to SA. He has agreed that he will make an new exchange control application and seek to appoint a cash confirmed. He thinks it will still take six weeks or so.

    I'm not sure whether judges are permitted to take account of a defendant's past history, so it's possible that Lady Wolffe won't let King's 'glib and shameless liar' status affect her judgement, but I will find it utterly baffling if King isn't charged with perjury, having declared himself penniless in a court of law just a few short weeks ago in the same legal case, yet now he claims to be able to fund the mandatory offer, notwithstanding it may be a reduced amount. King seems to have made two diametrically opposed statements to the court, so at least one of them must be a lie, thus the perjury.

    The man has a long and chequered history of sticking two fingers up at the law of the land and I can't help but think today's outcome is going to be more prevarication and fudge.


  59. EJ @ 12:18

     

    "King is still denying that he is in "wilful defiance" of the court order" or, in otherwords, he is guilty of "unwilful defiance", that he didnt know.

    ——————————————

    Has nobody in court pointed out as a "qualified accountant" he should have know.

    Oh! wait a minute…..

     


  60. Chris McLaughlin‏Verified account @BBCchrismclaug

    FollowFollow @BBCchrismclaug

     

    More

    #Rangers chairman Dave King tells court in his contempt hearing, he is now “100% committed” to making a Takeover Panel code compliant offer for the remainder of the club’s shares. Both parties now in discussions. Ring fenced amount may have to be £19 million.

    2:32 PM – 30 Nov 2018 from Edinburgh, Scotland

    King claims he will comply on his return to South Africa, says it will take 6 weeks for exchange controls.

    No mention as yet as how long it will take to open a UK account.

    Only question I need answering is what are the laws on extradition from South Africa to the UK..


  61. Timtim 30th November 2018 at 12:57

    2:32 PM – 30 Nov 2018 from Edinburgh, Scotland

    King claims he will comply on his return to South Africa, says it will take 6 weeks for exchange controls.

    Fortune telling ?


  62. HirsutePursuit 30th November 2018 at 01:30                    

     

    You Have Mail 🙂

     


  63. Guessing that King has just publicly announced his imminent retirement from UK business?

    "…Absolutely Your Honour, just as soon as I get home to South Africa I'll starting liquidating all my assets in order to comply with the TOP demands…honest!"

    Cheerio Smiler.  crying

     


  65. I've just come cack into Parliament House and thee legal teams are still discussing matters in the corridor as I write this.

    I note that Chris McLaughlin has tweeted about Sandy Easdale. Just to clarify things, King told the court that he had spoken to Easdale and that the indication he got was that Easdale wouldn't sell should an offer be made, but was not prepared to give King an undertaking to that effect. 

    Edit: I’ve now spoken to Chris who confirms that Easdale’s recollection of the discussion with King was not as King portrayed it to the court.


  66. PM, based on that clip Maradona would be an ideal fit for SFA Communications Director.

    …what school did he go to…?  

    mail


  67. Following the break King has provided the court with an undertaking which will be published on the RFC website by 3rd Dec. 

    A cash confiirmer to be appointed by 14 Dec. 

    11 Jan for the cleared funds to be in place in the UK. 

    25th Jan for the offer to be made. 

    Appoint a legal advisor familiar with the Takeover code by 14 Dec. 

    The undertaking is not opposed by TOP. 

    Lady Wolffe is not minded to discharge the action and will continue the proof until 4 February with King ordained to attend if it goes ahead. 

    A check will be made on progress by 29 Jan. in a "by order" hearing. If all is in hand by then the proof will be discharged. 

    Lady Wolffe addressed King directly and made it clear that he will be obliged to attend in February. 

    The end. 


  68. EJ, when you say the end are you referring to todays proceedings or that of the club*/company/chairman (delete as necessary)

    PS wonderful work as always


  69. Thanks again EJ.

    How was King's demeanour?

    And did Blair get asked anything awkward?

    …was there any 'scratching of the nose' from either?


  70. There was no indication of what the terms of the offer in terms of cash or in relation to the irrevocable undertakings.

    The likelihood is that if the offer now goes ahead as per the undertaking then the only sanction on King will be the legal fees, although Lady Wolffe reserved her decision on costs at this stage.

    King will obviously also incur the costs of making the offer, even if it is not taken up in sufficient numbers to make it unconditional  


  71. EJ – Great work, thanks.

    Did you catch what sum is required to be made available?

    Did anyone fact-check DCK on the Easdale claim he made?

    SFNASA


  72. I'm sure that we will see something from King proclaiming that he was right all along, that he was prepared to make an offer, but that TOP was being unreasonable.

    Today was in fact a last minute climb down. He is being forced to make a code compliant offer, on terms that will be acceptable to the TOP.

    What he has succeeded in doing is reduce the financial risk to himself personally, as I suspect that the amount of cash he has to make available up front by taking up TOP's suggestion that he obtains irrevocable undertakings for shareholder who don't want to take up the offer.

    The timing of the acceptance was also to his benefit, as there was no opportunity for his statements to be challenged under cross examination, however Lady Wolffe has access to all the statements provided by both sides, so will be able to make up her own mind on King's sincerity or otherwise.

    King's counsel asked that the Proof hearing be discharged, but Lady Wolffe refused, saying that it remained a serious matter and that she would only "continue" (adjourn) the hearing, pending the outcome of King's undertakings.

    Lady Wolffe left King in no doubt of the serious consequences of failing to meet his undertakings.


  73. The BBC, presumably Chris McLaughlin, is now reporting that King says he cannot make an offer to 4 shareholders because he suspects them of links to organised crime. The report confirms the BBC's understanding of the Easdale situation and mentions a figure of £19 Million. Looks as though DK is not sure he can make the 50% of non-concert party shareholders.

    https://www.bbc.co.uk/sport/football/46403987


  74. I've just seen EJ's post above regarding cross examination. One would hope that at some point King will be required to support all assertions with evidence as deemed necessary by the South African judge.


  75. StevieBC 30th November 2018 at 14:43

    Thanks again EJ.

    How was King's demeanour?

    And did Blair get asked anything awkward?

    ==============================

    King was calm and quietly spoken throughout with lots of his answers suffixed with a "m' Lady".

    The proceedings concluded before Blair got called, although I don't think he would have added much, other than to offer some more information on the "restricted" shareholders.

    It was interesting to hear King say that he didn't see himself paying those shareholders because of the current uncertainties about their beneficial ownership.  Lady Wolffe was pretty clear in pointing out that he would have to make them an offer, and that once the funds were in the control of the "cash confirmer", he wouldn't be able to stop their distribution.

    It won't really matter, as I can't see the 50% threshold being met, so there will be no payments to anyone, other than lawyers, financial advisors and the like.

    Assuming that the offer now goes ahead as promised, then TOP will be satisfied that their demand that an offer be made will have been acted upon, eventually. For them it is about the principle, rather than whether or not the offer is taken up.

    At the end of the process, King will be out of pocket by a considerable amount. I suspect that had he proceeded with an offer back in the summer of 2015, when TOP first indicated that he should do so, then it probably wouldn't have cost him much more, with the added benefit that he would already have secured a larger shareholding, as the malcontents got out the club.

Comments are closed.