At the close of play last week I asked Rugger Guy to keep an eye out for developments on the putative share offer from His Glibness.
Consequently, I was grateful today when he sent me this.
MICROmega Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/003821/06)
Share code: MMG ISIN: ZAE000034435
(MICROmega or the Company)
DECLARATION OF INTERIM SPECIAL DIVIDEND
Shareholders are referred to the announcements released on SENS on 13 October 2017 and
20 February 2018 and the circular distributed to shareholders on 18 January 2018 (Circular). Terms
Defined in the Circular shall, unless otherwise stated, bear the same meaning in this announcement.
Shareholders are reminded that, as per the Circular, the net proceeds of the Disposal will mainly be utilised to pay a special cash dividend to shareholders.
Accordingly, notice is hereby given that the Directors have declared a gross interim special cash dividend of
300 cents per share (Interim Special Dividend) and have elected to declare a further special cash dividend
Upon finalisation of the Purchase Price, which is subject to adjustment based on 2018 EBITDA.
The Interim Special Dividend is payable to all shareholders on the Register of Members on Friday,
20 April 2018. In terms of the dividends tax, effective 1 April 2012, the following additional information is disclosed:
– This is a dividend as defined in the Income Tax Act, 1962;
– The local dividend tax rate is 20%;
– The dividends will be payable from the proceeds received in respect of the NOSA disposal;
– The dividend tax to be withheld by the company amounts to 60 cents per share;
– Therefore the net dividend payable to shareholders who are not exempt from dividends tax amounts to 240 cents per share, while the gross dividend payable to shareholders who are exempt from dividends tax amounts to 300 cents per share;
– The issued share capital of the company at the declaration date comprises 114 915 089 ordinary shares; and
– The group’s income tax reference number is 9457/323/84/9.
MICROmega has obtained the relevant South African Reserve Bank Approval in respect of the Interim Special Dividend and the Board has reasonably concluded that the Company will satisfy the solvency and liquidity test immediately after distribution of the Interim Special Dividend and for the next 12 months.
The salient dates will be as follows:
Declaration date: Tuesday, 3 April 2018
Last day to trade: Tuesday, 17 April 2018
Shares trade ex-dividend: Wednesday, 18 April 2018
Record date: Friday, 20 April 2018
Payment date: Monday, 23 April 2018
Share certificates may not be dematerialised or rematerialised between Wednesday, 18 April 2018 and
Friday, 20 April 2018.
Johannesburg
3 April 2018
Apparently, the monies alluded to by Mr David Cunningham King will not be available today.
Instead, it will miraculously appear on the 23rd of this month.
I suppose it is a kind of magic.
As I stated last week we should be mindful of what Judge Southwood said about Mr King.
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My eye was drawn to the £5m windfall headline on its way to Ibrox.
Another Chinese bid perhaps , Morelos, Windass, Tav, Wes?
Nope, it turns out to be the sum of £2.3m prize money for 2nd place in the SPFL and the balance from a Europa Cup run taking them through the qualifiers to the Group Stages of the competition.
Well, where do you start with that one?
Lets hope that the 4th best pub team in Luxembourg doesn’t spoil the party nor Aberdeen turning up for a post split fixture which will be a 6 pointer in the race for 2nd place.
Hibs might also have runner up place ambitions and will have a definite say in matters.
The ‘independent’ directors appear to be advising Newco shareholders that 20p per share is a massive discount on the 27p latest large trade when Club 1872 bought Ashley out.
This is a bit puzzling because if the true value was 27p per share surely King would want to hoover up as many shares as possible at 20p from those wishing to get out then sell them on immediately at 27p per go?
An overnight 35% profit, whats not to like?
Not sure exactly what constitutes independent directors these days but holding shares or having a declared significant interest in a company would appear to contradict that independence claim.
King is on the threshold of owning 50% plus of his boyhood heroes. It must be a dream come true for the former Castlemilk resident.
Will be full steam ahead now as he disburses his children’s inheritance towards a new manager, beefing up the squad, stadium repairs, paying off the outstanding balances due on players brought in by Pedro and last but not least reimbursing the board/concert party members who have ponied up the soft loans to date.
I see wee coco at ibrox noise has finally woke up and got yhe message all to late now though.He has more or less left King the Chisler without a name to late coco ya clown. We all sussed this out years ago no wonder people refer to you lot as the Bennys &Sams. Wee coco now saying the klan should not believe anything the Chisler comes out with now when he is punting season books. Aw wee coco he does like to talk the Turkish. This is the guy that told us King was as good as gold the man who saved the club and was bringing in millions to the club .Now he wanuts nothing to do with him and us telling other fans don’t listen to him when he starts to try and spin lies to shift season books .
Nobody refers to them as Bennys or Sams apart from you.
Maybe call them Gerry’s lol
Scudger, when you need to explain a “joke” you must realise it’s NO FUNNY.
It’s been pointed out before but you continue.
You’re making yourself irritating: are you a klan troll ?
King knows how to push things right to the wire.
He was ordered by the COS to make the share issue.
He then informed them by email that NOAL would make the offer on his behalf.
His brief in court had previously claimed that King had no authority over NOAL!
He then publishes a non offer advert claiming that LAIRD would now make the offer…..soon?
Monies from a dividend would be available on the 4th April and would be ring fenced for the share offer.
That date has now moved to the 23rd April.
How will he move the money from SA to the UK?
Nothing that he says can be taken as fact.
He escaped going to jail in South Africa with an exchange of millions of pounds after losing a long drawn out battle with SARS.
If TOP or COS take punitive action, what started off as a King problem could have an impact on the club/company/thingy as well.
Whilst King undoubtedly has the cunning of a fox he also must have trusted advisors who navigate him around and through rules and regulations which only apply to ordinary folk.
King’s actions show an utter contempt for COS and TOP.
He’s stuck two fingers up at them and invited them into his world to do their worst.
He’s lied through his teeth via his brief to a judge and again when he copied his concert party email to the COS.
He then blatantly lied again in his advert/offer.
If he’s not careful he’s going to get a reputation.
As the SA judge declared ‘ nothing King says can be believed unless supported by written evidence.’
He’s even transgressed that statement with his concert party email and then with his advert.
So the paraffin lamp King with no cash when have you known a king not to have cash when it’s Dave King .Attempting to hold things up in the finance department with funds not now available for another few weeks .So all this going on and the Bennys &Sams are totally blind to it all and only talking about players they can get for next season. They even put a list out there the other day must have been about 7 or 8 players and everyone of them was a free transfer .They are not even asking where their season book money will be or where it has gone you really wonder about them .
Another one of the Kings-Canute-had problems too when the tide turned. The difference here is that the Castlemilk native just seems to continually behave like a poorly-reared petulant pup. Rules mean nothing to him. That inbred sense of entitlement coupled with unruly traits of the school ground bully contradict the Ibrox facade of righteousness, decency etc etc. One reads in local papers of ordinary people being harshly penalised in court for minor discrepancies, yet a vainglorious lout tramples all over social regulation. It beggars belief that the well paid incumbents of Hampden are unwilling to reign in this loose cannon. Yet it is not the duty of Celtic alone to ask questions. Belated whining from other participants in Scottish football should be scorned. There is a two-way means of communication between these participants and the SFA. I would advise that they,as a collective, pool all monies due to Hampden into a holding pot. Then, only when the authorities are seen to act with fairness, without favour, should any dues be released to them.
Wee flaw. The total share capital of Micromega holdings is 11,4915,089 ord shares. The divided declared is R2.40 per share. Total dividend is £16.5m Friedshelf 1832 (Pty) owned 61% of shares therefore only approx. £6m available to other shareholders. DK not listed but Shares A own 17% which could be him. Not this source for RIFC funds.
By his own statement coming from Laird Investments (Pty) Ltd.
I believe friedshelf is “owned” by Kings daughter and ultimately owned by NOAL.
However the main points are this is all very last second and I’m sure the SA tax man and currency control merchants will need to be involved somewhere down the line.
Special dividend of almost a quarter of the share price. (300 cents roughly 18p at todays exchange rates_
If you look at the list of shareholders, the largest is Friedshelf1382 limited (72 million shares) (assumed to be his glibness as other shareholders are named individuals.
After tax they (he) stand(s) to get about 10.6 million pound so the order of magnitude to cover the offer is there…
That’s a serious dent to put in the company balance sheet, no to mention cash reserves/cash flow….
Loving this tangled tale….
The later date is not an issue that will concern the TOP or courts. The court ruled that he had 28 days to make an announcement that he would make the offer. That period ended on 31st March. Once the required announcement was made he was ordered to make the official offer within 28 days of THAT date.
There is enough dubious happenings without us getting our knickers in a twist through our own failure to take on board what the courts actual stipulated.
The deadline was 12/04/17 to announce the offer, which was then to be made within thirty days of that. He appealed this saying he wouldn’t be able to do so in the timeframe, and was rejected. Then he appealed the judgement itself saying no one would sell at that price, and that he was “penniless”, having no control over the relevant trusts that initially bought the shares. Both claims were rejected as untrue and irrelevant. On 28/02/18 he was given 30 days to MAKE the offer itself, not announce his intention to do so. The 30 days was to appoint a broker, produce a prospectus, and place the necessary funds in escrow. As confirmed by John Bennett, Barry Scott and Alistair Johnston (the RIFC directors not in the concert party) , he hasn’t done so.
https://www.scotcourts.gov.uk/docs/default-source/cos-general-docs/pdf-docs-for-opinions/2017csoh156.pdf?sfvrsn=0
That is the original case and not the appeal JD.
It simply means that he has failed to obey an order of the Court of Session. He is therefore currently in Contempt. That’s jail for you and I.
I must commend Dave King/Servo for their wonderful tribute to the late Freddie Mercury on this one.
ITS A KIND OF MAGIC!!
Hi Phil
Excellent piece.
If the GASL is subject to the local tax rate the this reduces the amount in the account to about £10.5m still not enough to satisfy tab. They must act soon because he’s just kicking the can further down the road.
Keep up the good work.
HH
Is there any possibility (probability?) that King’s late Friday offer of a possible offer was simply to sound out how many people would take it up? Maybe he just wanted to see the quantum of what it could cost him so that he would know whether he has to do a runner or can afford to buy out a small number.
I’ve never taken King to be stupid, many things but never stupid. And yet, if he goes through with this and pumps in millions buying shares of something essentially worthless he will be just that!
Peter
I must disagree – King is profoundly stupid because he is genetically unable to understand that he has the intelligence and ambition to make billions legitimately – but he chooses to allow his criminality and laziness to dominate in the hope of making easy zillions by bucking the system – and ends up making mere millions and racks up multiple convictions and piriah status. He’s been made to look a complete muppet by the likes of Ashley who plays smartly within the rules.
Today, I’ll mostly be singing “What a Waste” by Ian Dury and The Blockheads
CC; I’m not necessarily in disagreement, but I don’t differentiate between legal/illegal ability or intelligence. Regardless of whichever way he got rich, it takes a certain amount of brains to work the system and get to where he has gotten in life.
He can’t possibly know as there is no actual offer and no way to actually notify his broker or advisor of your desire to sell.
No it’s just a classic case of going to the wire and beyond on anything he does.
I agree it doesn’t look very sensible to buy basically worthless shares for a high value, but then the threat of imprisonment and significant fines can concentrate the mind.
These slippery people….. how can they survive ?
David,
King has created a swamp.
As much as they may try, they’re on a road to nowhere.
The 1990’s may have been heaven, but one way or another, they’re going back in the box.
Well, Well, Well, not the 4th but the 23rd – a slip of the tongue or just another one of life’s wee misunderstandings. One might even call it an “honest misunderstanding”, which rather like an “honest mistake”, always falls in favour of one party – and one party only.
So there is NO offer now and there can be NO offer for at least three weeks – assuming King has all his ducks in a row. That sounds quite comtemptuous to me – having already proved himself perjurious.
I do hope the Court of Session is paying attention to Mr King’s scant regard for the rule of law in the country of his birth.
what does it mean
About a month ago King lost the final appeal against the judgment that he had to make an offer for all the shares he didn’t own. He has fought this in various courts for over a year. He had thirty days to place £11m aside for this and prepare a detailed breakdown of the company (The Rangers), its assets, debts, etc. This was to show what the shares were really worth. At the last possible minute on Friday (the deadline) he announced the offer would be made today.
As of today there is no offer. He’s now saying the money will be there on the 23rd, with no explanation given for the delay. They’ll throw the book at him, if he’s lucky.
The can has been kicked doon the road……….again!
It means he’s at it.
Methinks that a lot of people are going to be “How could one put it delicately Properly FKD Again”