Takeover Panel Hearings Committee Ruling

I refer to the ruling that has been released by The Takeover Panel Hearings Committee in respect of the request by the Executive of the Takeover Panel to have me sanctioned for the delay in making a Rule 9 Offer to shareholders of RIFC.

The Takeover Panel’s Hearings Committee Ruling reflects my admitted breach of the strict terms of its City Code on Takeovers and Mergers (the Code.) The terms of the Code did not allow the Hearings Committee to properly consider the impact of the legal restrictions placed on me by my need to comply with the exchange control regulations of South Africa. This need arose following the Takeover Panel’s decision to require me to make an offer in my personal capacity even though I do not own shares in Rangers International Football Club (RIFC) in that personal capacity. This meant that because of the requirements on me as a South African citizen I was faced with a choice of non-compliance with the Code or non-compliance with the laws of the country that I live in.

In terms of its practical impact, the ruling of the Hearings Committee does not impact upon my personal or business activities – including RIFC. It applies solely to dealings in companies that are or are to be listed on the UK exchanges. For that reason alone I decided – even though I consider I have strong grounds for appeal – not to appeal this ruling. This now allows myself, RIFC and its shareholders to draw a line under this long and much protracted saga.

Rangers supporters already know that my problems with the Takeover Panel arose directly as a result of the steps I took to protect and safeguard Rangers Football Club from the forces that were bent on destroying it at that time. Indeed, the complaint against me was initiated by the RIFC Board at that time (chaired by David Somers) in an attempt to prevent my efforts – along with other notables – to bring about regime change. Despite this latest sanction (and having to spend more than 1 million in litigation costs) I have no regrets whatsoever that I chose to follow this path. The present resurgent state of Rangers is sufficient reward for me.

It is important to note that in its findings the Hearings Committee found no evidence of detriment to RIFC’s shareholders and further noted that any non-compliance by me with the rules of the Takeover Panel was not motivated by financial gain or commercial advantage. Quite the opposite. My investment was motivated – to quote the Hearings Committee – “solely for the love of the club.”

RIFC and Rangers Football Club are not affected by the Hearings Committee’s ruling and the ruling does not impact upon my position as Chairman and a director of RIFC. I have ensured that RIFC has complied with the requirements of the Code throughout the period of my Chairmanship, notwithstanding that the Company is no longer listed. RIFC will continue to comply with the Code. The Takeover Panel has raised no concerns about RIFC’s compliance with the Code in the more than four and a half years since regime change.

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