King’s Endgame : The Bonfire Of The Vanities

I cannot see either King or NOAL making an offer as there would be a stampede to accept 20p because the shares are not worth that.”  David Low

I rarely venture into the dark underbelly of social media where Rangers Lite fans gather under poisoned toadstools to spit FTP invective at passers-by. However a comment on Follow Follow that King’s failed appeal was a ‘result‘ truly astonished me. Dear oh Dear Dingwall. Go easy on the make-up as the concomitant removal agents must be alcohol based. Given that you apply your make-up with a trowel -age is such a cruel Gay mistress – your bedtime preparations must be akin to binge drinking. After a night at Delmonicas Dingwall likes nothing more than to slip into something comfortable, but as the estimable doyenne of The Ibrox Pink Pound surely he cannot countenance his forum engaging in high farce. A village idiots’ AGM if you will.

When the Takeover and Mergers Commission ordered King to make an offer for the shares out with the concert party’s purview, he appealed it. His appeal failed.

When Lord Bannatyne added legal bite to The City Watchdog’s bark, he appealed it. His appeal was a not upheld.

If this was King’s desired endgame why engage in appeals and pay through the nose for Baron Davidson of Glen Clova doing a passable impersonation of St. Jude, the patron saint of lost causes? Does one need to possess the sentient faculties of an amoeba to be a Real Rangers Man?

Putting £11m in an escrow account and another £1m or so in a prospectus is not good news in anyone’s book. Does King have this quantum? Probably. Will he step up and do the right thing? Not bloody likely.

Letham warned King that he and his ursine chums had acquired 19.3% and that he should only buy 10% from Artemis. But King did not want Taylor to be the big swinging dick and went balls out on 14.57%. This was a ‘result’ as Laxey Partners refused point blank to deal with the career criminal. Colin Kingsnorth was minded to physically throw him out kicking his cap after him.

Since King’s illegal concert part putsch, it has been Porno For Pyros at Ibrox. 

Anything that could be razed to the ground was duly incinerated. NOMAD, LSE AIM Listing, Fiscal Prudence were all piled onto King’s bonfire of his vanities.

Some social media commentators on rival blogs are seeing wiggle room for King where none exists. They purport that NOAL will decline King’s invitation to pony up and that King will escape Scot free.

Allow me to disabuse them of this ridiculous notion.

1.David Cunningham King bought his shares via Cantor Fitzgerald.

2. David Cunningham King directed his broker to transfer this equity to NOAL.

3. David Cunningham King was found to have acted in concert to acquire a controlling interest in RIFC.

4. David Cunningham King will be in contempt of court if he does not make an offer for the shares out with the concert party’s purview.

King’s pointless appeal was an attempt to buy time. He figured that The Inner House would engage in a leisurely discussion with a written conclusion delivered in the close season. This would have given him enough time to make good on The Bent Brief’s (James Blair) promises to ‘Look after’ those whom had voted for resolution 11 and screw a million or so from The Bent Brief’s Club 1872.

King has only 3 options:

(i) Walk away and defy the highest court in the land.

(ii) Sell his shares and sell NOAL’s £6.7m loan to a factor.

(iii) Raze RIFC to the ground and continue as Chairman of Sevco Scotland Limited, which is trading as The Rangers Football Club Ltd.

As the latter owns the assets, my money’s on (iii).


It was always my intention to release one article from the preceding week every Saturday free-to-air. Furthermore on a Sunday I intend to post ‘my correspondence’ with Edward Bear Esquire and his delightful wife Lady Bear. I trust this unfettered access will assuage my readers as I do my utmost to catch up and issue passwords. I trust everyone now knows that for logistical reasons I can only respond to PayPal messages; and direct messages from those who ventured £20 or more and received my personal message of thanks.

When our site is fully up to speed I will solicit votes as to which article should be published on a Saturday. I have taken the liberty of choosing the aforementioned piece as a preface to a larger article which can be read at leisure. A large malt by a crackling fire would be the ideal setting. As many of my readers are pensioners please do your utmost to keep warm. Spend more on fuel, borrow if necessary, as your winter fuel allowance should soon be coming down the pike. As for sons and daughters one must make the effort to visit one’s parents to ensure that their basic needs are being addressed.

I digress. First some exclusive news. Despite the best efforts of Charles Green and his successors, Sevco 5088 could not be dissolved. There is a party with deep pockets keeping this entity on life support. There is no guarantee that this party consists of the usual suspects, viz Whyte & Earley. If there is a fat lady in the Rangers Lite tragicomedy she may be clearing her throat on a Sevco 5088 stage.

Let’s look at the known ‘knowns.’

Rangers has an issued share capital of 81,478,201 ordinary shares of 1 pence each.

Major Shareholding (3% or above):

Shareholder No of Ordinary Shares held % of issued share capital
New Oasis Asset Limited 11,869,505 14.57%
Club 1872 Shares CIC 8,732,254 10.71%
George Alexander Taylor 7,575,000 9.30%
Alexander Easdale 5,256,110 6.45%
Douglas Park 5,000,000 6.14%
Julian Wolhardt 3,632,500 4.45%
River and Mercantile Asset Management LLP 3,523,059 4.32%
George Letham 3,299,515 4.05%

The Ordinary Shares are freely transferable and no Ordinary Shares are held in treasury.

Currently 8,500,000 of the Company’s Ordinary Shares (c. 10.4%) are subject to restrictions affecting the right to vote the affected shares, the right to receive payments or distributions in respect of the affected shares and the right to transfer the affected shares. The affected shares are those identified in the attached Shareholder Information.

Director shareholding interests are as follows:

Dave King has advised that he, his wife and children are interested in all of the shares held by New Oasis Asset Limited.

John Bennett holds 50,000 ordinary shares

Paul Murray holds 570,000 ordinary shares (560,000 of this via his SIPP)

Should King step up and make an offer of 20p per share who would be first to bite his hand off?  I would contend that Blue Pitch Holdings and Margarita would be first in the queue. Any attempt to exclude them from an offer to exit would result in yet another bloody nose for King at the Court of Session. At 20p per pop this represents a £1.7m bath to King. I have it on good authority that Sandy Easdale will also accept King’s largesse. That’s another £1m and change to King.

Here’s the kicker. If one adds their collective holdings of 16.85%  to the ‘established concert party holdings’ of 34.06% one breaches the 50% threshold where King would be compelled to make an offer for all shares not in his capetbagging control; including those held by Club 1872.

I highlighted ‘established concert part holdings’ as there can be little doubt that Club 1872 are also acting in concert. The £2 of share capital in the Dim Sum Bank is owned by the bent consigliere James Blair. Blair authorised acquisitions at 27p and rubber stamped paying over the odds for Ashley’s equity. A cynic might conclude that Blair, the RIFC secretary, is conducting a concert for King. Should one anticipate a single release, viz  ‘Feed The Bears?

JP Jenkins matched bargains have pegged the shares at 27p. This price is what the Dim Sum Bankers are prepared to pay. It bears no relation to any value proposition in the real world.

In the annual accounts to 30 June 2017, the auditors value the fixed assets of Property Plant & Equipment at £42,679,000. Given that £5.53m of this quantum is pledged to Close Asset Finance Ltd,  a mere £37,149,000 is unfettered.

When I looked at Intangible Assets such as players, I found the auditors report to be somewhat optimistic. A quick glance at Transfermarkt and deductions for loan players leads to a more prosaic sum of £18.29m.

A more accurate picture is realised by looking at trade receivables, loans and debts. The latter are nudging £20m. If this amount is used to buy equity, the issued shares would increase by 100,000,000.

If one currently owns one per cent of RIFC, one is in possession of 814,782 shares. If one wished to maintained this percentile holding in the enhanced enterprise one would have to own 1,814,782 shares. One’s 1% holding would be diluted to less than half that amount i.e. 0.45%. One’s shareholding would be devalued by 55%.

At the artificial figure of 27p, a fair value for the diluted equity would be 12.5p.

An offer of 20p per share would be irresistible to those with more than fresh air between their ears.

My model is admittedly simplistic. If one took a more forensic look at the inflated value of the fixed assets one could easily arrive at 1p to 5p per share.

Now I don’t expect King to step up. He would have to find a NOMAD to oversee the £11m that he would be required to pony up in an escrow account.  A prospectus would not be necessary as the NOMAD acting on King’s behalf could make a Tender Offer. At 20p per share the equity is at a significant premium. With the exception of the Gullibillies, the bent consigliere’s Club 1872 and the ‘financial genius’ (or should that be ingenue) that is Wolhardt, the corporate investors would move quickly to divest themselves of their toxic holding.

I anticipate that King will walk away. Will our ursine friends be plunged into a ‘Cold Shoulder’ when they emerge from hibernation? If they should hold 30% or more in the enhanced enterprise the fat lady will be performing an encore at Paternoster Square. Her ‘Takeover & Mergers Blues‘ might just bring the house down.







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22 thoughts on “King’s Endgame : The Bonfire Of The Vanities”

  1. Meanwhile the expenses of each month exceed the income. I wonder if the cold shoulder means a freeze on transfers as that is a financial deal .no possibility of a share issue without massive austerity this ship is sinking.


    1. Impossible for me to write via Paypal as I am unable to change my telephone number via their verification process. They ask for my email! Check. Then they ask to send verification digits via an old telephone number. You must surely have received donation already as its been drawn from my bank account.
      We must find a better way for you to survive than this.

  3. And of course in the midst of what everywhere else may indeed be Front Page news ( barring the Red weather Warning! 🙂 ) The governing body sits on its hands and does nothing, convenient of course……..

  4. Bearing in mind that we’re trying to second guess a guy who rips off orphans I can’t logically square option 3 for King. Ultimately it’ll be whatever yields best fiscal outcome for him regardless of morality or integrity.
    Also would option 2 work ? Can he at this juncture simply dump his shares as an acceptable solution? Surely not or he’d already have done so ?
    Even if it is possible- who would buy them under the basic premise of option 2?
    My guess is that the man that he his would invoke a “hybrid” scenario of 1&2…
    let’s say for argument’s sake he goes for option 1…

    Walk away – what happens then?
    We have to assume that
    a) he won’t put £11m in an escrow account….even throwing away £500k(ish) for a sham prospectus? – too many potential repercussions in SA (where he would presumably be thereafter ensconced being in contempt of UK court)
    b) on the basis that he “walks away” where will the TPE then turn their guns? I assume the remaining concert party/TRIFC ?

    That’s where it gets interesting for me…DK rather than being solely spit-roasted by the TPE can essentially drag others into the vortex via option 1.
    Surely this is his greatest leverage?
    In essence he ultimately goes under option 2, but does so backing out of the room holding the “option 1” gun to Lite’s head

  5. Hi Jj

    Been a long time lurker but have set up a recurring £5 a month payment. Keep it going ma loon👍👍

  6. Please JJ I sent you £5 last Wednesday before the deadline but as yet I have not received a password. PayPal receipt ends in 088

  7. Hi JJ,

    I cancelled my recurring £5.00 donation and set up a £20.00 recurring donation. Automatic payment no *********2TTJP.

    Not sure what I am doing. Have probably missed some instructions but let me know if I need to do anything more. Going to give password to my father as a wee present. He is in his 70s and loves your blog but he doesn’t have paypal. He tells me all about your posts. Knowing you keep him happy I have donated for a while but thought I would increase and ask for password. Kind regards.

  8. Is there any way that you could provide an article which has the exact directions to access the passwords, set up a contribution or leave a message. The last word.

    This could then be accessed via your archive, by typing in the articles name. Then as you say the comments section should clear up as people would know that it was clear where to go then what to do. The current situation needs improving.
    Any thoughts on Morton today?

  9. Your addendum presented the finest forensics with regard to the current situation at Ibrox and King’s most likely option ie walking away.


  10. Excellent stuff JJ.

    Like you I believe there will be a queue to accept DCKs 20p offer.

    He is Donald Ducked.

    Thanks for the update on passwords. I await with baited breath. There seems to be a lot of articles for me to catch up on!!!

    Have a good and safe weekend.

  11. Hi John, I have had a dig around in Paypal and I can’t see how to email you for my password. Can you help? I contribute £20 monthly as a small recompense for your unstinting bravery in exposing the truth (as we can no longer rely on the MSM in Scotland, to tell the truth).

  12. JJ, You’ve actually done what I was going to suggest and make the current articles password free until you’ve managed to resolve all the password issues, including mine.

    Any way, that will sort itself out at some point.

    There does seem to be a great deal of confusion about the position of King etc My take and understanding is this:
    It matters not if King / NOAL sell their existing shareholding or not. The Order has been made for King or NOAL to make an offer for all the shares not held by the concert Party at 20p/share. Full stop. Nothing in there or in the rules about being able to wriggle out of it by just selling up or going below 30% or anything like it. Make an offer for all the shares.

    Now that offer can be conditional on getting notification from enough shareholders within a set period of time to reach 50%+1. If 50%-1 is all that is in effect pledged to sell within a period of probably 28 days, then the offer falls. Above 50%+1 then the offer becomes unconditional. Usually in a takeover battle that could be the signal for other parties to sell up and walk away rather than become minority shareholders, but this is a little different.

    Now whether King/NOAL need to produce a prospectus seems less clear, but if not then a comprehensive Offer document needs to be circulated, not just an advert or a web page. This is still a UK PLC here and not some little private company and the offer document looks to be fairly specific and very detailed. Remember this is being treated as though King/NOAL are making an offer to buy / takeover the entire company, not just in the market for shares. There are lots of rules and requirements which need to be followed and accepted by regulators including the TOP, who I am sure will make them stick rigidly to the requirements.

    In your list he can’t continue as chairman of TRFC, because he isn’t now and since a couple of years ago no one is. I though Paul Murray was at one point, but could be mistaken. Either way, the only way to raze RIFC to the ground is to put them into administration and buy TRFC from the administrators. Not going to happen and neither is King or NOAL going to front up for the share offer, so in contempt of court he will become, plus barred as a director and then given the infamous, though I still think somewhat over egged, cold shoulder.

    So what’s likely to happen – Anyone’s guess, but paralysis and financial lock up, not to mention potential lock up of Mr King. Judges, especially those of the like of the CoS do not take lightly to being ignored and blustered. I see blood on the table.

    1. I have decided to open the site at weekends. It’s evident from my stats that Monday to Friday, and in particular the week day commute, attracts the most readers. In the past I wrote some of my best work at the weekends but it was largely overlooked. Our site will return to protected articles on Monday. I will spend the majority of today addressing a backlog. The window on £1/1p has long since closed.

  13. I’m not sure I follow you JJ.

    My understanding is that RIFC own TRFC Ltd by virtue of their 75% shareholding (who owns the rest?) and RIFC is the parent company of the group. I’m not sure how he can raze RIFC to ashes and retain the assets within TRFC Ltd.

    Can you advise in detail how this is achievable?

      1. I obviously missed it, care to link it or comment on the salient points? I simply don’t believe TRFC can protect the assets when the Close Brothers have “secured creditor status” over them.

        I understand if any debts are simply those accrued via RRM/RIFC directors who are willing to write off any monies owed..

        Otherwise the assets belong to RIFC and administrators are duty bound to sell them to the highest bidder to pay off creditors. Anything else should be illegal, imo.

  14. RIFC own 100% of TRFC.
    The shares are in RIFC.

    Assets are held in the name of TRFC.

    The loans from directors though are to RIFC as far as I can tell but because the accounts treat the two companies as one it’s not easy to be certain.

    King/NOAL has a blocking vote as a creditor, but not enough to force through his own plan without the creditor votes of others. Close is now a massive complicating factor to any administration shaped event.

  15. King has only a few days to pony up with $11,000,000 in an escrow account or he is in Contempt of Court. King does not want to lose any more money and will settle for being in Contempt. I do not think that the Bears realise the importance of this and think it is just a wet ticket. They are wrong. I would hate to be a director at this moment as they are potentially liable for a lot of money.

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