Is Dave King returning to Ibrox as chairman or not?

 

That remains a possibility. Craig Mather, the Rangers chief executive, and Brian Stockbridge, the finance director, agreed the terms of King's return when they met him in South Africa last week. The confidentiality of the discussions was broken, and proper regulatory procedures have still to be followed through, but the Glasgow-born businessman wants to help the club with his experience and, potentially, his wealth if a new share issue is launched.

Would this be as chair of Rangers International Football Club PLC or the football club board?

King would be joining the PLC board as chairman, once the proper procedures have been carried out.

What is delaying this proposal?

The board has yet to meet to vote on King's appointment. Ultimately, it is the directors and the shareholders who appoint the chairman, and if King assumes the role ahead of the forthcoming annual meeting, he will be up for re-election along with the rest of the current board. It has been suggested that Rangers' nominated advisor (NOMAD), Daniel Stewart, would not recommend King for a directorship of a company listed on the Alternative Investment Market (AIM). However, it is understood the board have not been told this by the Nomad. King has settled his issues with the South African Revenue Service over breaches of the Income Tax Act and all fraud charges against him were withdrawn. He is executive chairman of Micromega Holdings, the South African investment company that is listed on the Johannesburg Stock Exchange, and as one experienced city source said, "It's highly unlikely that he would fail an AIM test if he's already chairman of a PLC in a 'competent' jurisdiction elsewhere". King has completed all of the necessary disclosure paperwork.

What if the board and the Nomad disagree?

The Nomad must ratify any appointment, but it is the decision of the board and shareholders to appoint a chairman. Normally, the Nomad would take soundings from regulators ahead of any proposed appointment. In the unlikely event of a disagreement, the Nomad would resign and be replaced. Rangers are on to their third Nomad in less than 12 months.

So where does the power lie?

As with any PLC, it is the shareholders who exercise ultimate control. The dynamic within the boardroom has been highlighted by King's proposed involvement, since Mather, Stockbridge and non-executive director Bryan Smart are all understood to favour King's appointment. The stance of James Easdale, the fourth member of the PLC board, has not been declared publicly. He and his brother, Sandy, who sits on the football club board, own or have the proxy for almost 25% of the club's shareholding. King has popular opinion and wealth behind him, so could become the ultimate power broker, but his motives are well-established: he will first and foremost act in the best interests of the club.

How does all of this affect the forthcoming agm?

King would chair the meeting, but his presence could be seen as an endorsement of the directors. This may sway some shareholders, but ultimately the four current board members will be up for re-election and all the shareholders who vote will decide on their future. King is seen as independent of the disgruntled institutional investors who wish to see the four directors replaced with nominations of their own - Paul Murray, Malcolm Murray, Scott Murdoch and Alex Wilson - but they want the same outcome as King: a stable, financially strong, well-run business with experienced corporate governance practitioners on the board.

What about King and Paul Murray?

Murray could have joined King on the board immediately, but the price for this was to withdraw the court action taken by the disgruntled shareholders to have their director nominations included in the AGM resolutions, which they won at the Court of Session yesterday. Murray, on a point of principle, did not want to abandon those shareholders or Malcolm Murray, Murdoch and Wilson. King and Paul Murray, though, are supporters of each other and if King does eventually gain full control, Paul Murray would likely serve on the board alongside him.

And how does yesterday's Court of Session result affect the state of play at Ibrox?

It is a setback for the board, since the judgment was they were wrong to block the four nominations. The agm was to be held on October 24, but will now take place 21 days from new resolutions being posted to shareholders, so the likely date is in early November. King's potential appointment would not make any difference to the boardroom changes being sought by the disgruntled institutions. Equally, King's involvement is on his own, unattached to any other faction.

The agm vote is too close to call, since the Easdales - whose near 25% holding is essentially the group of shareholders once fronted by Charles Green - and the shareholders behind the four nominations have almost equal backing from committed supporters. There is a further 12% of shares held by individual fans or the Rangers Supporters Trust, and the rest of the investors are disparate individuals, including Mike Ashley of Sports Direct, Richard Hughes of Zeus, Laxey Partners and, even Ally McCoist, the Rangers manager.