Smoke Gets In Your Eyes

They asked me how I knew
My true love was blue
I of course replied, something here inside
Cannot be denied

They said some day you’ll find
All who love are blind
When your heart’s on fire, you must realize
Smoke gets in your eyes

There are times when I sit down to write the script of the Sevco Burlesque when I have to take pause to repair my sides as my laughter is threatening a breach. The jokes are flying as thick as the fumes from the G51 nicotine dispenser of choice. If Donald Findlay has cause to visit the directors’ box at Ibrox – which would most probably occur in the early rounds of the Scottish Cup where the lightweight clubs are lined up to provide a smooth Lite path to the Semi-Finals – he might opine that a new Pope had been elected. Unless otherwise informed Rangers are being liquidated. Is the ethereal entity, The Companies Act anomaly, being vaporised? Is this a King device to obscure the paucity on the park via plumes of smoke? Or is it a feel good squirrel for the Gullibillies to distract their attention from the real action that came down the pike on Good Friday?

Statement O’Clock  produced two doozies, viz unaudited interim accounts and a formal announcement of the steps being taken to make an offer of 20p per share to non concert-party stakeholders. Let’s deal with the interim accounts/board-massaged -figures first. Prior to doing so I should point out that unlike Dave King who lies about his accountancy credentials,  I read both Accountancy and Economics at degree level. I specialised in Quantitative Methods and Computer Science. I have no need to turn to a third-party and interpolate his findings, as is the case with the patron saint of plagiarism.

In the audited accounts to 30 June 2017 the RIFC debt was £15.9m which did not include £500,000 in lease finance.

The key paragraph from the interim accounts is the following:

At the period end (31 December 2017), a total of £17.7m of investor loans have been provided interest-free to the Group. The amortisation of the loans using the effective interest rate method resulted in other non- operating charges amounting to £0.8m. Subsequent to the period end, new short-term external funding has been secured providing the Club with greater financial flexibility.”

Evidently in the six month period from 30 June 2017 to 31 December 2017 £1.8m in additional loan debt was required to keep the lights on. The source of this quantum can be found at Companies House, viz:

 

When one adds the £17.7m to Close Asset Finance quantum of circa £2.8m and the £500,000 lease finance agreement, the grand total of the debt is £21m. One should also add the amortised costs which on zero per cent interest loans are the costs of registration. At £800,000 an element of interest is suspected but as these accounts have not been subject to the scrutiny of an auditor, one has no way of determining this as a fact. However in any document signed off by arch criminal Dave King it pays to expect the worst case scenario. In the currency of UEFA, Rangers Lite have debts of 24,785,292 Euros. Losses to 30 June 2015, 2016, 2017 total just shy of £17m which in 2016 & 2017 exceeded UEFA’s 5,000,000 Euros ceiling.  Who in their right minds would invest in this company?

Which takes one to King’s second statement. The Summary of The Offer is instructive:

Under the Offer, further terms of which are set out in Appendix I of this announcement and which will be set out in full in the Offer Document, RIFC Shareholders will receive 20.0 pence in cash for each RIFC Share.

The Offer will extend to all RIFC Shares, which are not held by members of the Concert Party and any further RIFC shares, which are issued or unconditionally allotted whilst the Offer remains open for acceptance.

RIFC Shares will be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third-party rights or interests together with all rights attaching thereto, including without limitation the right to receive all dividends and other distributions (if any) announced, declared, made or paid thereafter.

Laird reserves the right to reduce the Offer consideration by the amount of any dividend (or other distribution) which is paid or becomes payable by RIFC to the holders of RIFC Shares.

The Offer is conditional only upon Laird having received acceptances in respect of shares which, together with shares acquired or agreed to be acquired before or during the Offer, will result in Laird and any person acting in concert with it holding shares carrying more than 50 per cent of the voting rights then normally exercisable at a general meeting of RIFC. 

I have highlighted one paragraph in bold red typeface. Prior to looking at the ramifications of this paragraph a breakdown of share ownership and a notable restriction should be considered:

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%

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 latter restriction cannot prohibit the acceptance of King’s offer at 20p per share. Given that these stakeholders have been stripped of their rights to vote and receive dividends, they will bite King’s hand off.

King’s concert party currently holds 27,674,020 ordinary shares. James Blair’s Club 1872 CIC is not constituted to trade in shares and has no provision to sell its holding of 8,732,254 shares.

If one subtracts the combined concert party/CIC holding from the 81,478,201 of the issued share capital, the actual amount of the shares in play are:

45,071,927 which if sold at 20p would cost King £9,014,385.

I anticipate that the response from these stakeholders will be overwhelming. I have exclusively revealed that the Easdale brothers will sell their holding. Twenty pence is a significant return on shares that I valued at 1p-5p. There is also the dilution of share values to consider. Who would not sell their holding? Only those stupid enough to invest in King. The con man has previous in shafting investors. If proof be required one can find the facts and figures in my archive.

As to how the inveterate criminal will finance his offer, he provides the following information:

It is estimated that full acceptance of the Offer by RIFC Shareholders will result in a maximum cash consideration payable by Laird of £10,746,836. The cash consideration payable under the Offer will be funded using the receipt of dividends to be declared on 4 April 2018 totaling Rand 217,904,049. This amount would convert to £13,074,842.90 at the exchange rates prevailing on the date of this announcement. The dividends will be ring fenced for the purposes of the Offer.”

Not quite Mr. King but the truth is a foreign field in a foreign land to the most glib of Limpopo liars. At this juncture the equity of MicroMega Holdings Group Pte Ltd should be considered:

 
Share A 1 114,211,000 (float of 20,489,320) 17.9% – Dave King
Other Shareholders Type B:
Friedshelf 1382 (Pty) Ltd. 72,634,683 63.2% – Tracey Wardle Hamill ( King’s Daughter)
Greg Morris Family Trust 12,000,800 10.4%
Enigma Investment Holdings Ltd. 3,663,841 3.19%
Seratrix (Pty) Ltd. 3,375,200 2.94%
Heerden Leon Christo Van 1,553,682 1.35%
MICROMEGA FINANCIAL SERVICES PTY LTD 704,026 0.61%
Ross Charles Lewin 641,342 0.56%
Droneworx Pty Ltd. 573,169 0.50%
Christiaan Rudolf Oosthuizen 424,081 0.37%
Russell Bryan Dick 343,254 0.30%

Friedshelf has had an interesting history. At one point it drove a horse and coaches through concert party regulations to boost King’s daughter’s holding to 75%. Dave King as always was behind this illegal transaction. When King’s co-defendant on racketeering charges – Greg Morris – was challenged by shareholders on this breach he was at a loss to explain the source and methods of ‘the anonymous benefactor.’

However as he and King were particularly adept at falsifying quarterly returns few shareholders bailed out on them. Even when fined for Insider Trading their shareholders held firm.

King’s preference A shares and his daughter’s B holding are about to receive a dividend windfall on April 4th. Is there a causal link to some stellar performance by the group? If one were to read one of former chairman King’s reports there would be cause for optimism, however the prosaic facts as reported in the Wall Street Journal is that year on year sales are down by 13.67%.

Finally I revert to King’s threat to deduct any dividends from the 20p offer. If this were permitted King could offer a dividend of 10p and make an offer of 10p per share. Corporate investors might baulk at the 10p offer price while grasping the unexpected dividend with both hands. For circa £4.5m (assuming Blair’s CIC toed the party line) King could undermine demand and creep under the 50% threshold.

One should anticipate James Traynor briefing his SMSM lickspittles that at 20p the equity is undervalued. If this does not work will King step up with a RIFC dividend? When it comes to King anything is possible.

I wish all my readers a peaceful and restful Easter. I on the other hand, for scant reward, produced this well-researched article. One can but hope that it’s of some value. There is no smoke in my eyes.

 

 

 

 

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FANS' CHOICE BEST NEW FOOTBALL BLOG 2016

21 thoughts on “Smoke Gets In Your Eyes”

  1. You couldn’t make this up!
    How and why the other directors of the “Rangers ” allowed these two statements to be released last night is beyond comprehension.
    First of all the interim figures were not interim figures.Without a balance sheet they are worthless and a sweetie shop wouldn’t have released this childish attempt at so called accounts.
    A profit and loss account can’t possibly be accepted by the SFA/SPFL as any possible support for “Rangers” financial standing.Then again!
    Secondly there has been no offer for the shares of other shareholders but simply a promise to issue a prospectus which should have been issued prior to 31st March.
    Of course a prospectus requires the involvement of accountants and solicitors and that costs money.
    King is playing for time and the takeover panel should apply the cold shoulder before the end of next week if they want to set an example of a man who can glibly tell the court not so long ago that he was penniless!
    The sooner this club and organisation is laid to rest the better for Scottish Society.

    1. Excellent post, Bhody, Well Said.
      It seems to me that the poisonous scum that is perennially attached to ‘rangers’ is staring down the undeniable prospect of collective death.
      It will be interesting to see how they all try to ‘save’ themselves at the cost of former freemasonic colleagues.
      Let’s be clear here, they’ve earned EVERY piece of shite that comes their way.
      Me? I’m ‘JUST’ loving it.

  2. Great read JJ Thank you for your excellent forensic take of the financial ‘state’ of Sevco, I’m not a figures man, but you’ve explained this eloquently and made this simple for all of us out there. Keep up the fantastic work JJ.
    Happy Easter to you and your loved ones.

  3. JJ,this work is exceptional and should be reproduced by all MSM,with you being suitably recompensed of course.One gent on another site,bear with me(no pun) posted what I was thinking,simply(pun intended),Why did GASL come out with such obvious nonsense about the financial position and his “plans” regarding purchase offer of shares when he must have known they would be blown out of the water?…..very strange…even for him….

    1. HaHaHa, Rob, FN excellent……..
      Not like you at all 🙂
      And, BTW, I give in, and will accept your kind offer of filling in beside Jack Hendry and big Kris in a 3-mhan central defence; that is until we get replacements, mibbaes even footballers, for Dumb and Dumber.

  4. Thanks JJ for interpreting King’s ‘offer’. As anticipated the devils is in the detail. Move over Newman & Redford – the con is on!

  5. Stunning forensics JJ.

    King’s threat to deduct dividends from the 20p share price resulting in an offer of 10p is something which few would have spotted.

    The fans will salute him as some sort of hero but this mendacious fellow has played the fans and the shareholders for fools.

    He is not bright nor is he well educated but he does know every trick in the book when it comes to deceit.

  6. Great article and well supported. Common sense would make you think there’s no way RIFC could pay a dividend. There’s simply no distributable reserves with all those accumulated losses. If there’s wriggle room King will lube himself up and go for it though. Who’d bet against a surprise revaluation of some properties or Chinese whispers inflating player registration values.

  7. Brilliantly put across JJ, as always Mate!
    Forensically and succinct reading for everyone that cares about wrongs being righted!
    Have a good Easter and Stay Safe Pal!

  8. The issue of how many shares King has to buy and at what price is largely irrelevant. It is simply shifting the ownership and value of the deckchairs of the sinking ship. This is a loss making company with debts exceeding $21,000,000. They are thus ineligible for participation in any European competition next season. That is obvious and now known throughout Scottish football. I cannot foresee Hibernian FC agreeing to any attempt by the SFA to cover up and ignore the disqualification. The McGlennan report on the malfeasance of 2011 is due soon. Will the SFA in the full glare of publicity try to hide their knowledge of the inadequacy of unaudited and horrendous accounts? Or will they follow the rules?

  9. Absolutely stunning post, JJ, and I have had to abandon it before the end as our ‘wee fella’ is making noises of a waking-up kind. If this post doesn’t encourage the free-loaders to contribute then I really don’t know what would. If I may suggest a ‘tweak’ to your site’s new model, I would say to change the ratio of 3 free and 2 protected to the obverse; clearly there are some miserable, tight-arsed bandits who need some coercion. Your call.
    Keep up the sterling work you do, and even the tightest arsehole who visits here, no doubt daily, may just consider that YOU are worth a contribution and that HE/SHE, for their own self-esteem, is worth a contribution too. Who knows?
    I’ll drop you a line on another note. Keep Well, Keep Safe and Nil Carborundum Illegitum.
    Happy Easter, IMO another phony, Christain pretendy thing; just like an er, club, company, shower …….

  10. King really is poking the large TPE bear with a sharp stick. It will be interesting to see how they react. Stay safe and Happy Easter to you and yours.

  11. Great post JJ, irrespective of what he pays(if he pays) for the shares they have no money. Cost cutting will be the order of the day. Monthly donation made xxx62641

    JJ: Thank you.

  12. Happy Eastern JJ.
    Keep going. Really enjoy your blog.
    Just passed my monthly contribution. Paypal xxxxxxxxxx89745W
    ———————————
    I’ve just came across to the following interesting comment (concerning Dave King’s announcement) on another forum and wonder what do you think about it (maybe a subject for another blog post ?).

    1) Do you see any problem for him to move money out of RSA ?
    2) Is this “dividend” earning for shares ? (which might suggest that he has wealth North of 500 millions pounds) or is it just a term for taking money out of the trust ?

    Many thanks in advance
    Cheers

    Quote:
    ———-
    “I’ve always thought he (Mr.King) had a decent amount of money.

    I’m still not sure how he’ll get it out of South Africa right enough. He needs to apply for anything over R10,000,000 and part of the application is having SARS go through your affairs with a fine tooth comb.

    The fact it’s money coming FROM South African accounts is interesting, this is the stuff the King family live on day to day. The offshore money isn’t liable to tax, this is. This suggests NOAL doesn’t have the money to cover the costs, otherwise he wouldn’t use South African money.

    What’s interesting is that South Africa, you realise CGT when the Trust attempts to use the funds on your behalf. The effective rate on dividends is 26.7%, this is costing a chunk of change regardless of what the money is being used for.

    I also think dividend is being slightly misconstrued, I take to mean the Trust is paying out a dividend on April 4. It’s typically the way you’d get money out of the trust. ”

    Ende of Quote:
    ———

    PS: Excuse me, if it shouldn’t be a smooth Englisch. I’m not a native English speaker.

  13. Hi JJ, I am a regular contributor to your excellent site, I would be grateful if you could send me the password for the protected blogs, yours respectfully.

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