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Corporate analysis: The Court of Session, in Panel on Takeovers and Mergers v King, has ruled in favour of the Takeover Panel by granting an order to require Mr King to comply with the Panel’s rulings in 2017 that he should make a mandatory offer (rule 9 offer) under the Takeover Code (Code) for all the shares in Rangers International Football Club plc (Rangers) not owned by him or by Messrs Letham, Mr Taylor, and Mr Park (members of his concert party).
Panel on Takeovers and Mergers v King  CSOH 156
On 13 March 2017, the Takeover Appeal Board (TAB) published its decision upholding rulings of the Panel Executive and of the Hearings Committee that Mr King acted in concert with Messrs Letham, Taylor and Park to acquire more than 30% of the voting rights in Rangers and, in consequence, had incurred an obligation under the Code to make a mandatory offer at a price of 20 pence per Rangers share for all of the Rangers shares not already held by Mr King and members of his concert party.
The TAB directed that Mr King announce a rule 9 offer by 12 April 2017. However, Mr King failed to comply and on 13 April 2017 the Takeover Panel commenced proceedings in the Court of Session, Edinburgh under section 955 of the Companies Act 2006 (CA 2006) seeking an order requiring Mr King to comply with its rulings.
CA 2006, s 955 provides, among other things, that if on the application of the Panel, the court is satisfied of the below the court may make any order it thinks fit to secure compliance with the requirement:
The Takeover Panel (as petitioner) sought an order under CA 2006, s 955 ordaining Mr King (the respondent) to announce in accordance with the Code, within 30 days of the date of the court’s order, and thereafter make in accordance with the Code, a mandatory offer at a price of 20p per share for all the issued ordinary share capital of Rangers not already controlled by him, Messrs Letham, Taylor, and Park.
The court had two issues to determine:
In relation to the first issue, the court found in favour of the respondent, that the court had discretion to refuse to grant an order sought in terms of CA 2006, s 955. The court set out several different reasons, including:
In relation to the second issue, the court found in favour of the petitioner and granted the order sought. The court rejected the respondent’s arguments:
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