One of the recurring themes on our podcasts over the last few weeks—and perhaps even months—has been the Ibrox takeover. We’ve talked about it quite a bit, and I’m one of the people who thinks that some version of it will happen. My two colleagues have been more sceptical. Joe McHugh openly believes that it’s all fake, a ruse to sell season tickets. And those season tickets are now being sold.
That’s why there are a lot of rumours about the deal now circulating, some of which claim that it has either collapsed or is close to collapsing. Keith Jackson and a couple of the hacks at the Record went out of their way the other day to expressly deny that. But I found it curious how they chose to deny it.
See, one of the things I suspect is going on here is that these guys have no plan for how they’re getting to 51%.
Almost every single one of the main Ibrox shareholders would have to sell for them to reach that number. If even one of those shareholders doesn’t want to go, then they’re going to have to go further down the list—and further down that list, there aren’t a whole lot of opportunities to get them to the magic number.
The Ibrox shareholding is essentially fragmented.
For the first time, the Daily Record put a hard number on where these guys are. Around 25%. Now, 25%—for those not familiar with how their structure works—is nothing. You need more than 30% to achieve anything substantial with a shareholding, and a lot more than that to actually wield power.
Let me lay out what 25% means on its own, and then we’ll take it from there and roll up through the various strata of board domination.
At 25%, all they can do is block any special resolution. This essentially gives them veto power over big changes—mergers, dissolutions, share structure amendments. No one can do those things without their say-so. But they can’t actually change much either—except in one circumstance, which I’ll get to.
At 50%, they can exercise some version of majority control because they can pass ordinary resolutions—that includes appointing directors, approving accounts and so on. This is where shareholder interest matters.
The reason they can do this is that at AGMs and major meetings, there will never be enough votes around the table to effectively block them in any way. As we know from our own painful experience, a lot of our shareholders don’t even know that they wield any power or influence at all. So even that 25% threshold could tip things their way, and at 50% you certainly can.
But to be sure—absolutely certain—you want 51%.
At 51% and up to 75%, you virtually run the table. That’s near-total control. You can basically pass anything except special resolutions. That is the critical point to reach if you don’t want to concern yourself with the opinions of the sheep.
At 75%, all authority is virtually yours. You can amend articles, approve mergers, change the company name, do whatever you like. You’ve got it locked up and sewn tight. This is virtually full domination.
And at 90%, you can force everyone else with shares to give them up under the Companies Act. At that point, you can assure 100% absolute control. You are the company. This is the Dictator Zone.
There’s a reason why Dermot Desmond has such power at Celtic, and it’s this. Desmond exercises what’s called soft power.
Not only does he probably have enough votes around the table and at the AGM to get whatever he wants all the time, but because Celtic’s shareholding is fractured and fragmented, his percentage is probably enough on its own to get things done. Because if you don’t vote, that effectively nullifies your shareholding.
What would normally take a 75% holding in the company can be achieved by people holding just 50% if enough shares aren’t in use when the time to vote comes around.
And this is very deliberate, of course. This is the position we’ve allowed ourselves to be in—a sort of benign dictator zone.
Here’s the difficulty the Ibrox guys are going to have.
They can get control of some sort with 25% if they get enough votes around the table, they can get functional control of the club.
But that number doesn’t even come up to the level at which they are required, under law, to make an offer to all the existing shareholders to sell at the same value; that needs more than 30%.
Get there and it might help them get to a higher overall percentage. I’d think they’d need to get to at least that level – concert party level – to start to feel secure. But even then, there’s no incentive for them to invest more of their money with only functional control. This is the part the media doesn’t seem to understand.
If you’re sitting at the table and you control just 30 or 40% of the shares, you could pretty much do what you wanted if you knew that the other 70 or 60% wasn’t going to roll up at an AGM and overrule you. Without real command, everything you do is a risk. Everything you do could be countered by someone else.
You’re more likely to invest your own money—your own personal wealth—in something you own, not something you only notionally control.
I’ll tell you a story. When I was at university, I lived in Stirling. But in my second, third and fourth years, I lived in the city centre and rented two different flats during that time.
The first flat I rented, along with my friends from Edinburgh, was an absolute dump. And although all of us wanted to do something with the place and get it into some kind of condition where you could actually call it a home, none of us was willing to spend money on it. Why would we?
All that would do was help the landlord, who might just jack up the rent on us and was now in a condition he could rent it out to non-students. If you’re renting, you’re not going to build a patio. You only do that when you own your home.
And by the same token, if you’re a minor player around the boardroom table, you’re not going to put your own money into the club. Even if you are a major player around the boardroom table, even if you control the board, unless you control the shareholding, unless the whole destiny of the club is in your hands, why would you spend a fortune on it? As a minority shareholder, that’s never going to happen.
So yes, it’s possible these guys could exercise a lot of soft power around that table even with a 25% shareholding. But in terms of making the kind of changes they want to make, they need more. And in terms of making the kind of changes they need to make for total, unfettered command? They need a lot more than even the 51% the media is talking about. And it’s just not clear that they’re even going to get there.
This whole thing, from the start, has been handled by the media as if people like this can just walk in and acquire the whole club lock, stock and barrel.
It was never going to be done that way. Never.
Ibrox fans, who are right now trying to make a decision about their season tickets, have just been given the first warning that this is not going to go the way the media has played it. And it never was.
This is far more complicated than they’ve been led to believe. It’s far more precarious than many of them think. Even if these guys can get to 30 or 40%, the task of getting the rest of the shares they’d need to genuinely run the table in a way no one can mess with them could take years. And in the meantime, they have no incentive to put a penny of their own money into the business.
New leadership may be coming to that club in one form or another. But new ownership certainly is not in its future anytime soon. So, in a lot of ways, my two colleagues are more right than I am. I think some version of this will happen—but I said a few weeks ago that it was more likely to be a minority shareholding, which would then try to acquire a majority over time.
Jackson’s little update leans more in the direction of where Joe and Eric are than where I think it’ll end up; a fakeover, not a takeover.
At 25%, these guys will have influence—but modest influence. They’ll wield some version of soft power around that table because, with alliances and the votes of others backing them up, they might have enough to get through some of their proposed changes. Whatever those changes are going to be.
But I repeat—until these people have total control, the Ibrox fans can expect things to go on pretty much as they are. They should not believe in mega-money investment. Not that that was going to happen in the first place, at least not in the manner the Daily Record has led them to believe.
James, what a great summation. you certainly opened my eyes. I had to read it a couple of times for it to make sense to me.
I had no idea how hard it was to get control of any business. Wait till the angry bears get wind of this, they will be aboslutely apolectic.
Think some of them (angry bears) read The Celtic Blog Loginagain as James remarked a while ago that they hated me for ma comments about them…
Well fuckin good then – Cos the truth hurts !!!
Or those angry bears will be happy with a renewed licence to keep doing what they’ve always done and have a Hate Party to celebrate
Oh dear, I hope the prize winning journalist that broke this world exclusive has a holiday home in Madagascar that he can run to when the gullibillies get angry and realise how much of a sponge they really are. I personally think the deal will collapse completely. Why have a minority stake in the klub where you can make no real change and your reputation is tarnished by being connected to it? And we all know how theRangers treat deals with others. It’ll be more litigation in the future. I don’t think it will happen in any form whatsoever. Next season is looking to be a delight of epic proportions ? HAIL HAIL ?
I agree entirely with the view that there will be some change in the Ipox boardroom and that it initially won’t be a controlling one. I’m thinking that even a new minority shareholding might at last put the hun on the long road to sustainability if it gets rid of the disruptive influence of King. I say ‘might’as that mob have a habit of pouring petrol on the flames and burning themselves.
The MO of these buyers is caution, small steps into the purchase as per Leeds. They are buying King’s shares, he has instigated this to get out of dodge. I am certain of that.
The other shareholder have said nothing, why should they. There is no need to sell and if they do there is no guidance on cost so they can demand any price for their shareholding.
I love the Klan’s optimism and subsequent failover will be sweet too….