RANGERS shareholders have approved a new £12.6m fund-raising share issue.

The total number of shares to be bought in the fresh issue is 63,147,137, meaning the value of the offer is £12.6m.

The new issue increases the number of ordinary shares in Rangers International Football Club plc from 81,478,201 to 144,625,341.

Shareholders voted 84.4% in favour of the move at an Ibrox general meeting.

The Rangers board have accepted that the share issue might compromise a separate judge-ordered £11 million offer chairman Dave King must make to shareholders to comply with the law over takeovers.

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Rangers International Football Club plc said: "The company is pleased to announce that the Resolution was resoundingly backed by shareholders...

"This is a significant increase on the percentage who previously approved the principle of a non-pre-emptive share issue and is a welcome endorsement of the Board’s decision to recommend the share issue to members."

In a general meeting notice, the club said: "The issue of shares will improve the capital base of the company and ensure the ongoing funding of the company is both secure and compliant with all rules affecting football clubs."

The Rangers chief has already been told that he is in breach of takeover rules by failing to make the judge-ordered bid.

Mr King says it has been held up because he has to get funds from South Africa to the UK and is currently in the middle of contempt of court proceedings initiated by the Takeover Panel.

In December, Lord Bannatyne agreed with the Panel that Mr King acted with other shareholders when he bought a controlling stake in 2015 ousting a board of directors said to be allied to Sports Direct founder Mike Ashley.

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That supported the Takeover Panel's view that a formal takeover should have been triggered after the Three Bears group led by Mr King secured more than 30 per cent of the voting rights in Rangers.

Under Takeover Code rules, a written offer to shareholders had to be made within 28 days of a bid announcement being made on March 29. 

It has been confirmed that if over 50% do not support the so far unforthcoming mandatory bid from Mr King, it would fail meaning the Rangers chairman could side-step contempt of court proceedings being brought by the Panel of Takeovers and Mergers.

As the newly approved issue would nearly double the number of ordinary shares in RIFC, it is considered that the 50% shareholder acceptance level needed to ensure the offer is successful will now be far harder to reach.

As the new fund-raising issue has been adopted by the majority of shareholders - there can be no action taken by the Takeover Panel, who forbid attempts to frustrate mandatory bids.

The RIFC plc's recommendation stated: "Your board believes the resolution is in the best interests of the company and is most likely to promote the success of the company for the benefit of its shareholders as a whole.

"The board recommends that shareholders vote in favour of the resolution.. as each director intends to do so in respect of his own beneficial holding."

The general meeting notice confirms  the issue will be made to existing shareholders named as: Barry Scott, John Bennett, Andrew Ross, Club 1872, Borita Investments Limited, New Trace Limited, Andrew Hawkyard, Neil Hosie, Paul Redbourn, New Oasis Asset Limited, Douglas Park, George Letham and George Taylor.

Mr King's New Oasis Asset Limited is listed as taking the biggest stake, 9,199,089 shares and will remain the biggest shareholder at Rangers with 21,068,594 shares and 14.57% of RIFC, if the issue is approved.

Rangers fans shareholder group Club 1872, would remain the second biggest shareholder, with an extra 5,000,000 from the issue for a total of 13,732,254 shares, giving them 9.5% of RIFC.

A new name amongst the major shareholders at Rangers is Borita Investments Limited, who would get 7.5m shares from the new issue bringing the company's total to 11,132,500 and 7.7% of RIFC. The company is believed to be the investment vehicle of Julian Wolhardt, the chief executive of Hong Kong-based Dehong Capital Partners, who has been just appointed a board director.

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Hong Kong-based George Taylor, a Glasgow-born managing director with Morgan Stanley, would strengthen his position at RIFC with an extra 5,870,768 shares, bringing his total to 13,445,768. With 9.3% of RIFC, he remains the shareholder with the third biggest stake.

Former Rangers director Barry Scott will receive the second biggest stake from the new issue with 7,645,000 shares.  The Hong Kong-based business was named in January 2016 as one of three benefactors who had contributed to the £6.5 million loan paid to Rangers in a bid to pay off Mike Ashley and help pay for the day-to-day running costs.

The biggest loser from the prominent Rangers shareholders appears to be former Rangers chairman Sandy Easdale, who left the boardroom after Mr King's Blue Knights took control three years ago but had remained the fourth biggest shareholder.  He has no new stake, meaning he would remain on 5,256,110 shares but he will have a much smaller slice of the RIFC pie, with 3.6%, down from 6.45% before the share issue.

The details of the vote:
For: 43,159,376 (84.4%)
Against: 7,952,687 (15.6%).
Total Votes Cast: 51,112,063
Votes Withheld: 3,526,789


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