SOMETIME in the next few weeks and months, the history of Rangers Football Club may have to be re-written. Dave King, chairman of Rangers International Football Club plc, also faces an agonising fortnight that will define, or perhaps even end, his time at Ibrox.
Let’s deal with the latter situation first. As has been widely reported, King has been ordered by the Takeover Appeal Board to make an offer of 20p per share for the holdings in Rangers International Football Club (RIFC) that he does not own or control. This is because despite denials all round, he was found to have acted in concert with George Letham, Douglas Park and George Taylor to buy 34.05 per cent of Rangers and take control, removing the then board in March, 2015.
It is worth noting that the Appeal Board’s judgment showed that King’s acquisition of shares was done through a British Virgin Islands shell company New Oasis Asset Limited which is wholly owned by King’s Sovereign Trust International Limited, set up by King in Gibraltar in 1992, and which is trustee of Glencoe Investments, the King family trust he established in Guernsey in 1996.
The Takeover Appeal Board has ruled that King has a deadline of April 12 to make an offer to the other 65 per cent of shareholders at a price of 20p per share. King says he has not decided what to do.
He would have to pay himself for a Judicial Review of the decision, proceedings which haven’t happened for many years, and the courts have made it clear they won’t entertain such requests – a non-starter, then.
King must make the offer within a fortnight and at 20p per share that could cost him north of £10m including the arrangement cost. Even then it would need 50 per cent acceptance.
As of yesterday, shares in RIFC were trading on the JP Jenkins platform – Rangers can’t list on the Stock Exchange as they have no Nominated Advisor – at 27.5p per share. Why would anyone accept King’s offer when it would mean they would lose a third of their potential income if they sold their shares today?
Nor for various reasons will Mike Ashley of Sports Direct – still fighting King and Rangers in court – or the Easdale brothers or numerous other investors sell to King, and that would stop the offer dead.
The third choice is this – King could sell his shares to someone else, probably at a profit, and walk away from Rangers. He’s come too far to do that, so the bet has to be that he will make the 20p per share offer and it will be refused, but it’s still a huge gamble for him. It’s complicated by the fact that while he has plenty of money in South Africa – his Micromega Holdings made a profit of more than £40m last year – he seems unable to extricate it.
Either way it’s not good news for King. Much more importantly for Rangers, however, the decision on the Big Tax Case will soon be given by the UK Supreme Court (UKSC). You’ll recall the oldco’s use of Employee Benefit Trusts (EBTs) to pay players and staff has already been declared unlawful by the Scottish courts.
It will end at the UKSC, hopefully, and if the taxman wins, the implications are horrendous for Rangers.
For a start club legends as well as the man who brought in the EBTs, former owner Sir David Murray, could face demands to repay the multi-million pound ‘loans’ they were given under the scheme which oldco Rangers operated between 2001 and 2011 despite being told by HMRC as early as 2004 that the EBTs, which cost the taxman £72m including interest, were highly questionable.
The big tax case does not financially concern the current ownership of Rangers, but there are implications for the club and its history. For if the taxman finally wins the case, three things must happen or Rangers and Scottish football will be forever shamed.
First, it must be acknowledged that Rangers gained a massive financial and thus competitive advantage they were not legally entitled to, certainly after 2004.
The current ownership has already acknowledged that by eventually paying, with reluctance, the £250,000 fine imposed on it in 2013 by Lord Nimmo Smith’s Commission that investigated the EBT scheme and the ‘side letters’ which were blatantly against football rules.
Secondly, that Nimmo Smith Commission must be recalled. The Commission acted “on the basis that the EBT arrangements were lawful”, in its own words, but if HMRC wins, they won’t be lawful.
After the HMRC warning on EBTs in 2004 up to 2011, a heavily-indebted Rangers won four SPL titles, two Scottish Cups and four Scottish League Cups with players and staff they couldn’t otherwise have afforded.
If the taxman wins, the Nimmo Smith Commission must think again and, yes, take those titles and cups away from Rangers’ history because the club cheated.
Thirdly, for operating an unlawful tax scheme for years inside Rangers and other companies, Sir David Murray should be stripped of his honour.
If HMRC wins the case, these three things at least will be necessary to assure everyone else in Scottish football, and a considerable number of Rangers fans, plus the taxpaying public, that justice eventually gets done.
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