RANGERS chairman Dave King has been told he has breached takeover rules by failing to make a court ordered £11 million bid for the club's shares by Thursday because he has not yet got confirmed funds in the UK.

An offer to all shareholders by Mr King's South African-based Laird Investments (Proprietary) Limited has been held up as official approval to transfer the funds needed to support the bid from South Africa to the UK have not yet been given.

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The Ibrox chief has been fighting through the courts to stave off pressure to buy the shares fearing the heavy financial toll it would place on the South African businessman.


But Lord Carloway at the Court of Session dismissed an appeal in March forcing a bid for 70 per cent of the shares to be made after agreeing that he and others acted together to force their way into the Ibrox boardroom three years ago.

The Takeover Panel has told the club that as Laird had failed to make an offer to shareholders by the deadline of March 29 there was a breach of Rule 24.1 of the Takeover Code. The Panel has said that it is taking "all appropriate steps" to ensure that a code-compliant offer is made, with confirmation that the cash to support it is there.

Sources say Mr King could ultimately end up in contempt of court if continued attempts to ensure the bid is made fail.


Rangers International Football Club plc says it understands that the funds for the offer are there and that Laird was seeking South African government approvals to allow the money for the offer to be transferred to the UK.

The written offer document to shareholders which allows them to accept or reject had to be made within 28 days of Mr King and his Laird company making the bid announcement on March 29.

The Takeover Panel originally decided 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.

That meant under the code of takeovers and mergers, they should make a cash offer to all other shareholders at the highest price paid in the 12 months before the offer was announced.

Despite a long legal fight, Mr King relented to make an offer for 70 per cent of the club's shares at 20p a share.


The offer announcement in March arrived exactly 30 days after Mr King was given a 30-day deadline to make it after his latest court defeat over the case.

Mr King's Laird firm said the bid would be funded "using the receipt of dividends to be declared on April 4 amounting to £13,074,842.90".

The dividends were to be ring fenced for the purposes of the offer.

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During one hearing in October, Mr King's advocate Lord Davidson of Glen Clova QC argued that the Rangers chief "is penniless" adding: "Any order wouldn't secure compliance. It won't. It is pointless."

A letter to by John Bennett, the chairman of an "independent directors" group of Rangers International Football Club plc to shareholders said the original announcement had not been "cash confirmed" by a third party as required by Rule 2.7(d) of the Takeover Code.


He said in a circular on April 4 that "this will be addressed promptly" after April 4 so that when the official offer to shareholders is made the cash to fund it will be ringfenced by a third party.

He said that the bid announcement was expected to be followed by the actual offer to shareholders "no later than 26th April, 2018".

Rangers International Football Club plc said that it noted that the 28 days had expired without the publication of a code-compliant offer document and that it had been informed by the Takeover Panel "that this is a breach of Rule 24.1 of the code".

They added: "RIFC understands that Laird has the funds to make the offer in an attorney client account and is seeking the necessary South African Government approvals to permit the cash required for the offer to be transferred to the United Kingdom to enable an appropriate third party to provide the cash confirmation required by Rule 24.8 of the Code.


"Meantime, the Takeover Panel has asked RIFC to advise shareholders that the panel will take all appropriate steps to seek to ensure that a code-compliant offer is made as soon as possible."

The takeover group – which included Park's Motor Group founder Douglas Park, Rangers Supporters Trust and Rangers First member George Taylor and Rangers fan George Letham – had always denied that they had acted 'in concert' to purchase shares in Rangers on December 31 2014 and 2 January 2015, at a time when a board said to be allied to Sports Direct founder Mike Ashley was in place.

But the Takeover Appeal Board (TAB) last year said that " the case for concluding that... Mr Letham and Mr King, at least, were acting in concert in purchasing the relevant shares becomes overwhelming".

In December Lord Bannatyne ruled in favour of the Takeover Panel that Mr King acted in concert with other shareholders when he bought a controlling stake in 2015.

But Mr King argued that a judge went "too far" in ordering him to make a mandatory offer at a price of 20p a share.

Lord Carloway on March 1 announced that a fresh appeal would be refused.

Lord Bannatyne in a previous hearing said that Mr King's argument that he did not have the funds to make the offer was "irrelevant".