Generic Sevco / Rangers meltdown thread

[CropleyWasGod]

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That's kind of what I was getting at - how can they offer new shares when the ruling hasn't been complied with? Is that legal?

I don't think it is.

I had always believed that the TOP offer has to be made before new shares can be issued. I am starting to doubt myself now ...... but then again that might be DK's plan, to make it all look legit so that nobody objects.

[CropleyWasGod]

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I don’t understand all this financial mumbo jumbo. All I want to know is are they nearly dead yet ?

Whilst they remain in Europe, naw

[Ozyhibby]

https://www.bbc.co.uk/sport/amp/foot...mpression=true
I can’t see how he could be allowed to do this?


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[jacomo]

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I don’t understand all this financial mumbo jumbo. All I want to know is are they nearly dead yet ?

Finishing a zombie is difficult. I think you have to sever head and limbs from torso and bury them all separately, or something.

[Pescarese]

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I don't think it is.

I had always believed that the TOP offer has to be made before new shares can be issued. I am starting to doubt myself now ...... but then again that might be DK's plan, to make it all look legit so that nobody objects.

King's argument was that nobody would accept a 20p offer. Coz the shares were worth at least 27p. Now it seems they'll be worth 20p, and he'll offer for the whole lot, including the new ones. I'm guessing the hope is that none of the big shareholders getting new shares will accept, having just "paid" 20p. King reduces the risk of his offer going unconditional and him having to buy everyone out. Seems an odd approach though, as he'd surely end up paying more to underwrite his offer. Is the delay worth it?

[HoboHarry]

Will he even be in Scotland on the 31st? Will he not be in contempt of court on the 16th by not placing an offer for everyone's shares? Would be nice to see the coppers tap him on the shoulder right enough.......

[CropleyWasGod]

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Will he even be in Scotland on the 31st? Will he not be in contempt of court on the 16th by not placing an offer for everyone's shares? Would be nice to see the coppers tap him on the shoulder right enough.......

He doesn't need to be here. He'll instruct a proxy.

But we can live in hope

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[Sprouleflyer]

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I'm looking at the list of people to whom shares would be issued:-

7,645,000 Barry Scott
5,250,000 John Bennett
2,500,000 Andrew Ross
5,000,000 Club 1872 Shares CIC
7,500,000 Borita Investments Limited
7,500,000 New Trace Limited
2,500,000 Andrew Hawkyard
2,500,000 Neil Hosie
1,250,000 Paul Redbourn
9,199,089 New Oasis Asset Limited
3,875,094 Douglas Park
2,557,186 George Letham
5,870,768 George Taylor
Total number of shares to be issued 63,147,137

At 20p per share, that's £12.6m.

However, I'm guessing that about 75% of those are current "soft loans"which will be converted to shares. That will help the FFP situation, but isn't a very good fundraiser.

The Cillit Bang guy?

Bang and the cash is gone!

[HoboHarry]

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He doesn't need to be here. He'll instruct a proxy.

But we can live in hope

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Oh I know he will - and the Sevco supporting bams still won't see anything wrong in their chairman being absent for such a major occasion. I still have my doubts as to whether it will go ahead or not though - is this some kind of diversion/deflection ahead of being in contempt on the 16th?

[Joe6-2]

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The Cillit Bang guy?

Bang and the cash is gone!

Ha ha

[CropleyWasGod]

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Oh I know he will - and the Sevco supporting bams still won't see anything wrong in their chairman being absent for such a major occasion. I still have my doubts as to whether it will go ahead or not though - is this some kind of diversion/deflection ahead of being in contempt on the 16th?

The more I think about it, the more I think that it is designed to minimise the take up of the TOP offer.

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[Ozyhibby]

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The more I think about it, the more I think that it is designed to minimise the take up of the TOP offer.

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Surely the TOP will block it then as it does not protect the small shareholder waiting on his 20p offer from Dave King?


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[Pescarese]

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Surely the TOP will block it then as it does not protect the small shareholder waiting on his 20p offer from Dave King?


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For the small sharehder it actually makes DK's offer more attractive. The new shares make their shares worth less (they're pretty much worthless anyway, who would buy them? ).It's a bit odd all shareholders aren't getting the chance to buy more shares at 20p, or am I missing something?

[Ozyhibby]

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For the small sharehder it actually makes DK's offer more attractive. The new shares make their shares worth less (they're pretty much worthless anyway, who would buy them? ).It's a bit odd all shareholders aren't getting the chance to buy more shares at 20p, or am I missing something?

That’s why I think it will be stopped. It’s disadvantaging the small shareholder and that the very people the TOP are meant to be protecting.


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[Pescarese]

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That’s why I think it will be stopped. It’s disadvantaging the small shareholder and that the very people the TOP are meant to be protecting.


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DK could argue that converting debt into shares is neutral for other shareholders. But it's like his failure to make the offer, it's denying them the choice. Does the TOP have an interest in that, or will it just want the offer at 20p made? No doubt we will find out soon.

[CropleyWasGod]

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For the small sharehder it actually makes DK's offer more attractive. The new shares make their shares worth less (they're pretty much worthless anyway, who would buy them? ).It's a bit odd all shareholders aren't getting the chance to buy more shares at 20p, or am I missing something?

I am wondering if this is not the full-scale rights issue that we were promised, but merely a Debt for Equity swap. I don't know the identity of all of the soft lenders, but that list includes some of them.

At the last count, they totalled 16m. So this would put a big dent in that, but would mean no money for SG.

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[CropleyWasGod]

Here's another take on it. Guy on Twitter who seems to know what he's talking about reckons it could be a master stroke by DK:-

16/8 = King will make mandatory offer. Must be open for 21 days to 6/9

31/8 = New shares all come into effect.

6/9 = 23m shares needed to accept mandatory offer compared to 13m previously

Easdale and non voting block have 14m.

Mandatory offer fails as 50% not hit.

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[ancient hibee]

He’ll need to put up more dosh first I would have thought and even if he doesn’t he has shown no sign of providing the cash for the current offer.

[Ozyhibby]

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Here's another take on it. Guy on Twitter who seems to know what he's talking about reckons it could be a master stroke by DK:-

16/8 = King will make mandatory offer. Must be open for 21 days to 6/9

31/8 = New shares all come into effect.

6/9 = 23m shares needed to accept mandatory offer compared to 13m previously

Easdale and non voting block have 14m.

Mandatory offer fails as 50% not hit.

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I’ve no doubt that is the plan, it pretty much says it in the offer.
But why would the TOP allow it? If I was a small shareholder, I can’t take part in this offer and Dave King is diluting the value of my shares after failing to obey they law and offer to buy my shares?
If the TOP allow this then what’s to stop anyone who wants control of a company just buying enough to control boardroom and the issuing new shares for complete control rather than buy out existing shareholders?
I’m sure the TOP will be in court this week to stop this. Then again maybe not.


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[CropleyWasGod]

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I’ve no doubt that is the plan, it pretty much says it in the offer.
But why would the TOP allow it? If I was a small shareholder, I can’t take part in this offer and Dave King is diluting the value of my shares after failing to obey they law and offer to buy my shares?
If the TOP allow this then what’s to stop anyone who wants control of a company just buying enough to control boardroom and the issuing new shares for complete control rather than buy out existing shareholders?
I’m sure the TOP will be in court this week to stop this. Then again maybe not.


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If that guy is right, I think it might be the Easdales who will be in Court. They stand to get shafted.

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[ballengeich]

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I am wondering if this is not the full-scale rights issue that we were promised, but merely a Debt for Equity swap. I don't know the identity of all of the soft lenders, but that list includes some of them.

At the last count, they totalled 16m. So this would put a big dent in that, but would mean no money for SG.

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I think this is the share placement to chosen individuals that is now possible following the special resolution at the last agm. If it had been a rights issue there would have been public announcements, documents for public scrutiny and discussion on Rangers' fans' forums and in the media generally before now.

The new shares for Club1872 will be fresh money. How much of the remainder is that rather than debt for equity will be seen in due course.

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Here's another take on it. Guy on Twitter who seems to know what he's talking about reckons it could be a master stroke by DK:-

16/8 = King will make mandatory offer. Must be open for 21 days to 6/9

31/8 = New shares all come into effect.

6/9 = 23m shares needed to accept mandatory offer compared to 13m previously

Easdale and non voting block have 14m.

Mandatory offer fails as 50% not hit.

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If he can get away with this then either the legislation has to be changed or the TOP can shut up shop.

[donno]

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I wouldn't worry, your average hun is more likely to be seen in something a little less salubrious than House of Fraser etc.

When he had shares in b&m, Poundland and home bargains, then they will be f****d!


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[Rocky]

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Here's another take on it. Guy on Twitter who seems to know what he's talking about reckons it could be a master stroke by DK:-

16/8 = King will make mandatory offer. Must be open for 21 days to 6/9

31/8 = New shares all come into effect.

6/9 = 23m shares needed to accept mandatory offer compared to 13m previously

Easdale and non voting block have 14m.

Mandatory offer fails as 50% not hit.

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I'm not so sure as diluting shareholdings in this scenario looks too dodgy for him to be able to get away with it.

I'm not sure of the arithmetic in terms of how many of those in this share issue are required to hit the 50% but how about this sequence of events:

- This announcement today lists existing shareholders who are either prepared to buy or 'debt for equity' an amount of new shares at 20p equal to their existing shareholding such that there is a commitment to 'invest' more than the equivalent of 50% of pre issue total shares at TOP ordered offer price.
- TOP blocks it and says he needs to make the offer they've ordered first
- Glib and shameless says aye but that offer has no chance of succeeding cos look I've got over 50% of shareholders who have just committed to 'buy' at 20p so they're not going to sell at 20p. So gonnae no make me spend a fortune on a prospectus that's never going to succeed
- TOP reluctantly accepts the logic and he's off the hook

[ehf]

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Here's another take on it. Guy on Twitter who seems to know what he's talking about reckons it could be a master stroke by DK:-

16/8 = King will make mandatory offer. Must be open for 21 days to 6/9

31/8 = New shares all come into effect.

6/9 = 23m shares needed to accept mandatory offer compared to 13m previously

Easdale and non voting block have 14m.

Mandatory offer fails as 50% not hit.

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King won't be making a mandatory offer on 16 August.

[ancient hibee]

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Here's another take on it. Guy on Twitter who seems to know what he's talking about reckons it could be a master stroke by DK:-

16/8 = King will make mandatory offer. Must be open for 21 days to 6/9

31/8 = New shares all come into effect.

6/9 = 23m shares needed to accept mandatory offer compared to 13m previously

Easdale and non voting block have 14m.

Mandatory offer fails as 50% not hit.

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I think the theory is tosh.

1 to make the mandatory offer he has to put up the cash-he hasn't.

2 the mandatory offer is only made for those shares issued at the time of the offer

3 the 50% acceptance can only be of those shares for which the offer is made and not for shares subsequently issued and for which no offer has been made.

[CropleyWasGod]

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I think the theory is tosh.

1 to make the mandatory offer he has to put up the cash-he hasn't.

2 the mandatory offer is only made for those shares issued at the time of the offer

3 the 50% acceptance can only be of those shares for which the offer is made and not for shares subsequently issued and for which no offer has been made.

On number 3, the guy has trawled the TP Rules, and seems to think that (according to Rule 9, m'lud), "any shares bought during the offer period count towards the 50% requirement"

I do hope he's wrong.

[RyeSloan]

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On number 3, the guy has trawled the TP Rules, and seems to think that (according to Rule 9, m'lud), "any shares bought during the offer period count towards the 50% requirement"

I do hope he's wrong.

Bought would suggest the shares already exist...this move is creating new shares which are more likely to be ‘issued’ rather than ‘bought’

I do wonder if the rules actually address the concept of such a huge dilution happening prior to a takeover offer..it is after all a unique set of circumstance here!

[CropleyWasGod]

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Bought would suggest the shares already exist...this move is creating new shares which are more likely to be ‘issued’ rather than ‘bought’

I do wonder if the rules actually address the concept of such a huge dilution happening prior to a takeover offer..it is after all a unique set of circumstance here!

In the Twitter guy's scenario, the shares can be issued and bought in that 6 day window. If the prospective purchasers are clued-up as to DK's intention, that would work.

On your second point, no scooby. It may be that DK has invested a lot of time and money in coming up with this plan... hence the constant delaying tactics.

[Ozyhibby]

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Bought would suggest the shares already exist...this move is creating new shares which are more likely to be ‘issued’ rather than ‘bought’

I do wonder if the rules actually address the concept of such a huge dilution happening prior to a takeover offer..it is after all a unique set of circumstance here!

I’m sure the rules would have been designed to prevent exactly these set of circumstances. The rules are to allow existing shareholders to get out if they don’t like the new controlling interests plans for the company.


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[HoboHarry]

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In the Twitter guy's scenario, the shares can be issued and bought in that 6 day window. If the prospective purchasers are clued-up as to DK's intention, that would work.

On your second point, no scooby. It may be that DK has invested a lot of time and money in coming up with this plan... hence the constant delaying tactics.

Where does that leave those who have given loans which are due for repayment? Will those loans be written off in exchange for shares with no actual new money coming into the club? Sorry if I have missed something - this isn't my field of expertise......