On 11 October 2019, The Panel on Takeovers and Mergers published a statement on their website on the 'cold-shouldering' of Mr David Cunningham King, the Chairman of Rangers International Football Club PLC.
'Cold-shouldering' effectively means that no FCA-regulated entity can act for this individual on any transaction subject to The City Code on Takeovers and Mergers (the Code).
On 16 September 2019, the Takeover Panel Hearings Committee (the Committee) considered disciplinary proceedings brought by the Executive of the Takeover Panel (the Executive) regarding a breach by Mr King of the obligation to announce a mandatory offer under Rule 9 of the Code and other related contraventions of the Code.
The Committee declared, in accordance with section 11(b)(v) of the Introduction to the Takeover Code, that Mr King is a person who in its opinion is not likely to comply with the Code and should be cold-shouldered. This sanction and subsequent ‘cold-shouldering’ will apply for 4 years from the date of the ruling (2 October 2019).
Following this ruling, we draw your attention to the provisions of MAR 4.3 (Support of the Takeover Panel’s functions), which relate to ‘cold–shouldering’. In particular, MAR 4.3.1R states that a firm must not act, or continue to act, for any person in connection with a transaction to which the Code applies if the firm has reasonable grounds for believing that the person in question, or his principal, is not complying or is not likely to comply with the Code. Under MAR4.3.2G, if a person is named in a ruling of the Committee, we expect a firm to comply with MAR4.3.1R by not acting or continuing to act for that person. See MAR 4.3 for further information.
We remind all regulated firms that they should not deal with the individual mentioned above, or his principals, on any transactions to which the Takeover Code applies. We also expect regulated firms to inform all approved persons at their firms that they should not deal with this individual on such transactions.
Regulated firms need to be aware that we take all regulatory breaches very seriously and a breach of MAR 4.3 may leave a firm and any individuals involved open to enforcement action.
If you have further questions, please contact us.