RANGERS legend Ally McCoist and other shareholders face legal action where "damages may not be an adequate remedy" if they breach an agreement not to sell their shares as part of Dave King's court-ordered £8m mandatory offer.
Eleven shareholders including the former Rangers manager and the fans group Club 1872 who together hold 38% of the club shares have made irrevocable undertakings to Mr King not to take up the 20p a share offer required after Mr King and the Three Bears group of investors gained over 30% of the club during their takeover four years ago.
READ MORE: Ex Rangers chief Sandy Easdale to sell shares as he tells Dave King: 'I want out'
Legal documents that the 11 shareholders have signed up to have laid bare the consequences should they decide to sell after all.
Mr King was ordered to make the offer for the remainder of the shares in Rangers International Football Club Ltd by the Takeover Panel financial watchdog after it ruled the South Africa-based businessman had acted “in concert” with the Three Bears when they took control of the club from a group said to be allied to Sports Direct founder Mike Ashley in 2015.
The Ibrox chairman had been fighting through the courts to stave off pressure to buy the shares fearing the heavy financial toll it would place on him.
The undertakings made by the 11 shareholders means that the share offer which would have cost Mr King £19m is reduced to a maximum of £8m. But it could end up being null and void after Friday's 1pm offer deadline if Mr King's takeover group which currently holds a 34% stake, fail to control over 50% of the club.
Members of Club 1872, the third-biggest individual shareholder agreed to sign up to the undertaking after being approached to sign the agreement that commits them to keeping their shares.
Club 1872 told members: "This may assist in bringing matters with the panel to an end by persuading them to reduce the cash confirmation they will require before an offer can be made."
The legal agreement says: “I recognise and acknowledge that if I should fail to comply with my obligations and undertakings hereunder, damages may not be an adequate remedy and that injunctive relief or other equitable remedy may be the only adequate remedy for such breach."
And it concludes: "This undertaking and any dispute, claim or obligation (whether contractual or non-contractual_ arising out of or in connection with it.... shall be government by English law.
"The parties irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim... arising out of or in connection with this undertaking, its subject matter or formation."
READ MORE: How Rangers chairman Dave King's court-ordered shares bid finally got regulatory clearance
The shareholders accept in signing up to agreement that they have not reviewed the full terms of the offer, or even if it will be made.
It adds: "I agree that my irrevocable undertaking is to be binding on me and enforceable by you notwithstanding the foregoing."
The details of the undertakings came as former Rangers chief Sandy Easdale, his brother and the rest of their family agreed to sell their stakes in the club for £1.3 million."
Club 1872, when polling members over whether to give agree not to sell claimed the Takeover Panel action was prompted by a complaint from ousted Rangers chairman David Somers.
The fan shareholder group said: "The action by the panel is just one unfortunate consequence of Somers’ time at our club. We need hardly remind members of other misfortunes that befell the club during the period he was chairman.
"As members will be aware, the purpose for which Club 1872 was formed was to acquire shares in RIFC, not to sell them. Far less to sell them at the same price we have just acquired them in the share issue and dilute our influence and participation in RIFC."
Sandy Easdale, once the fourth-biggest individual shareholder in the club, is to accept the offer for his 5,256,100 shares, which would end his association as an investor that began seven years ago when the Rangers went into financial meltdown under then owner Craig Whyte.
Mr King who had been defending claims of contempt of court over his failure make the bid agreed to meet a series of deadlines in December before finally fulfilling his pledge to make a bid to existing shareholders at 20p a share.
It comes after the contempt case in front of Lady Wolfe was paused after the 63-year-old businessman said he was now “100%” committed to making the multi-million pound offer which is required under takeover rules.
Under Takeover Code rules, a written offer to buy shares of other shareholders had to be made within 28 days of a bid announcement being made on March 29.
Mr King made an undertaking that his company Laird Investments (Proprietary) Limited would make the cash confirmed offer for Rangers in full compliance with the takeover code effectively for 28% of the club's shares.
The Herald understands that according to Takeover Panel rules the offer would fail, without Mr King having to pay a penny, if fewer than 61 per cent accept the offer of those who have not already declared they will not take part.
Laird said in a March 29 announcement that the bid would be funded "using the receipt of dividends" amounting to £13,074,842.90 which was "to be declared on April 4".
Rangers International Football Club plc has previously said that the funds for the offer, estimated originally to be at around £11m, were there and that Laird had been seeking South African government approval to allow the money for the offer to be transferred to the UK.
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