Dave King loses legal fight over £11m Rangers share offer
The chairman will now need to offer 20p a share to the club's other investors.
Rangers chairman Dave King has been ordered to make an £11m offer to the club's shareholders after losing a legal battle.
Judge Lord Bannatyne ruled on Friday that King needs to offer investors 20p per share for the share capital not already controlled by him and three other businessmen.
Legislation dictates those who hold a 30% stake in businesses are compelled to make an offer to investors to buy remaining shares.
The decision comes as a consequence of an action brought to the Court of Session in Edinburgh earlier this year by the Panel on Takeovers and Mergers.
The financial watchdog took King to court because it believed he did not comply with the terms of the 2006 Companies Act.
Investigators acting for the panel concluded Mr King acted in concert with the so-called Three Bears - businessmen George Letham, George Taylor and Douglas Park - to acquire the shares.
The quartet acquired more than 30% of voting rights in Rangers in late 2014.
The money to buy the shares came from offshore trusts in the name of Mr King's family.
Lawyers acting for King said he did not have the money to make the £11m offer because he was "penniless".
Mr King's legal team also argued the shares were acquired by cash from his family's trusts.
The businessman claimed he did not have direct control over these trusts and a company registered in the British Virgin Islands had control over some of the shares.
On Friday, in a written judgment issued at the Court of Session, Lord Bannatyne said he agreed with the submissions made to him by James McNeill QC, the advocate who acted for the panel.
Concluding Mr King had to make the £11m offer, Lord Bannatyne wrote he was convinced the businessman had control over his family trusts and therefore had the cash to make the offer.
He wrote : "Having regard to all of the relevant circumstances, in exercise of my discretion, I grant the order sought."
The court heard in October how financial investigators concluded Mr King was in control of the shares.
Mr McNeill told Lord Bannatyne that on December 31 2014, the Three Bears purchased 16.23% of shares in Rangers.
The lawyer then told the court Mr King contacted financial services firm Cantor Fitzgerald and instructed that 14.73% of the shares in Rangers be purchased.
The court heard the money used to buy the shares came from Mr King's family trust.
The shares were held by a company called New Oasis Management Limited, registered in the British Virgin Islands.
Financial investigators concluded Mr King was in control of the NOML shares.
Mr McNeill said King and the Three Bears acted "in concert" with each other.
He said evidence of this came from an email that had been sent from Mr Letham to Mr King.
The court heard that financial watchdogs had obtained a copy of this communication.
In the email, Mr Letham wrote: "Dave just a reminder that after we buy Lacey today, we will hold 19.7 per cent.
"We really only want to buy Artemis 10 per cent if it (sic) the intention to stay under 30 per cent otherwise we will have to make a mandatory offer."
Mr McNeill told the court this showed Mr King was aware he would have to make an offer for the remaining shares.
He also said the financial investigators established Mr King was in charge of the NOML shares during 2015.
The court heard Mr King was in charge of the NOML shares when he was able to remove members of the Rangers board in January 2015 and he was also in charge of the NOML shares during an extraordinary general meeting at the club in March 2015.
Mr McNeill said NOML had not responded to requests from financial investigators to explain the nature of its business.
He also said Mr King had not provided any information about the business to financial investigators.
Mr McNeill argued this entitled the court to conclude Mr King was in control of the 30% shareholding stake in Rangers and he had to make an offer to buy the remaining shares.
The court heard that in October 2017, the Rangers share price was worth 27p and Mr King would be expected to make an offer at 20p. Shareholders did not have to accept the 20p share offer.
Mr King's advocate Lord Davidson of Glen Clova QC told the court the money used to purchase the shares came from onshore and off shore trusts.
He said these trusts were in the name of Mr King's family and he personally did not have any control over how the cash could be spent.
Lord Davidson said: "Mr King is penniless."
Mr McNeill argued Mr King did have control over the trusts.
He said: "He is in de facto control of the fund. Mr King has used a trust structure which allows him to plead to having a lack of funds to avoid his obligations.
"There is clear evidence available to the court that when it suited Mr King the trust finds were available to avoid his obligations."
Lord Bannatyne wrote that he agreed with Mr McNeill's submissions.
He said: "As Mr McNeill pointed out, on two occasions the trusts have been willing to provide money for the purchase of Rangers shares when he wished them to do so.
"Now suddenly when the respondent does not wish to comply with the terms of rule nine, the trusts no longer are willing to provide any money.
"This tends, as Mr McNeill submitted, to show actual de facto control over the trusts by the respondent rather than the opposite."
He added: "I believe that Mr McNeill is correct in his submission that the respondent has de facto control over the trusts.
"I do not accept on the information before me that the respondent's assets have been placed within these trusts, he has no de facto control over these trusts and therefore is impecunious and cannot therefore make an order as required by rule nine."