By its decision dated 13 March 2017, the Takeover Appeal Board (TAB) has refused the appeal of Mr Dave King, Chairman of Rangers International Football Club (RIFC), against the Ruling of the Hearings Committee of the Takeover Panel, which ruled that, for the purposes of Rule 9 of the Takeover Code, Mr King was “acting in concert” with Mr George Letham and others when he and they acquired a combined 34% shareholding in RIFC via share purchases made on 31 December 2014 and 2 January 2015.
The shares acquired by Mr King were put into the name of New Oasis Asset Limited (NOAL), a BVI company owned and controlled by companies connected to Mr King’s family trust. The TAB rejected Mr King’s grounds of appeal, including his argument that the Ruling of the Hearings Committee had been made “without due regard to the reality of the separation between [him] and NOAL”. The TAB decided that though the shares were registered in the name of NOAL, in the process of purchasing the relevant shares “Mr King acted and gave instructions as the acquirer of the shares.” The TAB also held that NOAL (and the companies connected to Mr King’s family trust referred to above) should be deemed to be acting in concert with Mr King, and he with them.
The respondent to the appeal was the Executive of the Takeover Panel (“the Executive”). Before the TAB the Executive was represented by Charles Graham QC and Slaughter and May, and by its Director-General and Deputy Director-General.
The decisions can be seen here.
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