FORMER Rangers chairman Paul Murray has said that shareholders remain interested in a controversial bid to part-own the club by a firm fronted by an American businesswoman despite being sued over allegations surrounding the purchase.
Kyle Fox has been assisted by Mr Murray and Adrian Bevington, a former senior executive with the English Football Association in an initial takeover bid to buy 75% of the club shares.
And the 49-year-old businesswoman of US-based KRF Capital has warned that the investment opportunity may not be there in the future having been accused in a club legal action in the UK of using the Rangers official crest and logs in a bid to lure investors.
She has accused the “all-male board” of “unfair and baseless bullying tactics” as Rangers claim damages over allegations that she was using an “investor presentation deck” document featuring the club’s logos to raise money from investors to buy shares in the club.
And Ms Fox has warned that the club were being deprived of crucial investment which she says was being blocked by the board.
She invited Rangers associates to join her in securing “ownership” and has been accused of issuing a plea to would-be investors for cash.
But directors were said to have been tipped off and immediately called in lawyers.
Rangers have said the investor presentation deck was created with the intent to “trick” any reader into thinking that the club was for sale and that it was working with KRF Capital to sell a controlling stake and that it authorized the offer and presentation.
It claims KRF have been meeting with,presenting, and soliciting Rangers’ corporate clients on the purported basis that the “fake sale of equity” in the club has been endorsed by Rangers’ board.
Rangers are seeking compensation from Ms Fox’s company KRF Capital for damage to its “business relationships, goodwill and reputation”. Ms Fox says the action is “frivolous” and that her actions have been “misrepresented”.
Mr Murray has said in legal documents seen by the Herald on Sunday that Ms Fox had an interest in her company acquiring a European football club and admitted that he “offered to help her explore a potential acquisition of a stake in the club and put her in touch with board members and shareholders.”
He said he had introduced Ms Fox to the board’s deputy chairman before she made a takeover bid.
Ms Fox initially offered to buy at least 75 per cent of Rangers at 25p per share — valuing the club at £108 million — according to documents submitted to a US court.
It would have needed a buy-in from several board members as 75% of the ordinary shares were held by ten shareholders.
The Miami-based businesswoman said the buyers would then invest a further £50 million in the club over five years.
But Mr says the board rejected the approach.
Mr Murray says that this was increased to 40p a share with an investment of £75m over five years.
He said board approval was not necessary to buy the shares.
But this, too, was rejected.
Former Rangers chairmen Dave King (right) and Paul Murray
Mr Murray says that after discussions with himself and other shareholders, Ms Fox felt comfortable that owning a minority 25% stake would have made her the club’s largest shareholder he said would be sufficient to accomplish her investment goals. The offer was also for 40p a share with the same commitment to invest £75m.
But he said that “given my familiarity with the board and the club’s every recent history – sometimes characterised by rocky relations with and mistrust of outside investors – I advised Ms Fox that being open and transparent with her acquisition plan and seeking the board’s recommendation and blessing of the proposal, as a courtesy, would be the ideal course of action to make shareholders feel comfortable.”
Mr Murray said that the board remained in the position that it did not have an interest in Ms Fox’s July proposed acquisition of the shares.
He said: “At that time, I was in discussions on Ms Fox’s behalf with certain large Rangers shareholders who were interested, in principle, in selling their shares at her offered price of £0.40p – which would have given Ms Fox a plurality ownership of Rangers. These shareholders remain interested in Ms Fox’s proposal.”
Ms Fox said that even though board approval was not required to buy Rangers shares she took Mr Murray’s advice in approaching the club to be “fully transparent about our interest to acquire ownership in the club”.
She said that after failing in her approaches to the board, she remained confident in acquiring the shares as Mr Murray was still in discussions with other shareholders who were interested in selling.
“Accordingly, on August 8, 2022, I sent emails to certain potential investors I thought may be interested in pursuing the investment opportunity.
“The emails I sent, which are identical to one another, provide background information on my company and its investment focus, explain the opportunity to acquire a plurality ownership of a first division football team in Scotland (without using the Rangers’ name, logo, or any confidential or proprietary information) set forth some of the proposed investment goals and objectives…”
In a filing to court, Ms Fox said that she did not receive a cease-and-desist letter from Rangers lawyers in Houston, Texas and claimed nobody on the club’s behalf had emailed or called her to follow this up.
The investor presentation deck complained about was “never intended” to be shared with investors and was subject of a non-disclosure agreement.
But she claimed it had been confidentially shared with the late Scottish musician Darius Campbell Danesh.
“Given his unfortunate sudden death, we are not able to verify if an NDA ws signed. We do not believe one was presented or signed,” she said.
Neither she or anyone at KRF Capital sent the “draft slide deck” to anyone other than the lawyer Gordon Dickson, she said.
“Given that all the statements I made in my emails to investors were true and I never sent any presentation using Rangers intellectual property to investors, I believe this lawsuit is nothing more than an attempt by certain Rangers board members to publicly bully and intimidate me from pursuing ongoing negotiations with minority shareholders, which, if successful, could disrupt those entrenched minority board members’ control of the club,” she said.
“For the moment, the large shareholders with whom we have been in discussions remain interested in selling their shares.”
She claimed that members of the board are trying to use the lawsuit as a threat to shareholders to “intimidate them not to sell”.
“Far from my investment proposals causing any harm to Rangers, it is the Rangers’ board that is harming their own shareholders and me by attempting to sabotage this investment opportunity for purely selfish reasons and blocking KRF Capital’s efforts to bring value to the club.
“I understand that a major shareholder recently sent an email to the board expressing frustration that the board never shared my investment proposal with him or other key shareholders, depriving them and the club of the opportunity and of an infusion of new ideas, technology and capital.”
She said she was incurring both “reputational and economic harm” as a result of the “meritless” lawsuit.
“It is unfortunate and highly disappointing that in the year 2022, women who dare to paricipate in the previously male-dominated world of finance, venture capital, and sports ownership are still subjected to unfair and baseless bullying tactics like those being employed by the all-male board.”
Rangers in their action lodged with the US district court for the southern district of Florida says that the club is not for sale and that KRF had without their authorisation approached “and actively soliciting potential ‘investors’ and Rangers’ current corporate clients “pitching an opportunity that does not exist — to purchase an ownership interest in Rangers”.
“[KRF} is doing so without Rangers’ consent, and in its materials is unlawfully using Rangers’ trademarks and branding. Rangers seeks injunctive relief and damages from this Court as a result of the harm that [KRF] has inflicted and will continue to inflict on Rangers and its business relationships, goodwill, and reputation.”
According to Rangers’ legal compaint, after its final rejection of KRF’s offer it consider it “already has access to the resources and skills required to execute its business plan”.
The club said: “At this point, Rangers considered its discussions with KRF Capital to have concluded.”
The club said that using the trademarks and “falsely representing facts” KRF had created a “false associaton between themselves, their fraudulent investor deck and Rangers”.
Rangers said the infringement and false association was “causing and will continue to cause Rangers irreparable harm”.