THE South African investment firm founded and run by Rangers chairman Dave King is fighting a fine of more than £32,000 for breaching financial rules.

Micromega Holdings Ltd, which the South-Africa based businessman founded in 1998 and of which he is executive chairman, is to appeal the penalty imposed by the by the Johannesburg Stock Exchange (JSE), saying it was "ill-considered".

The public censure comes just a week after Mr King was forced to make an offer to buy remaining Rangers shares worth £11 million after the UK's Takeover Panel ruled he and others acted together to force their way into the Ibrox boardroom.

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The JSE fined Mr King's South African firm one million rand, with half of the fine amounting to more than £32,000 suspended for failing to follow regulations over the purchase of more than four million shares worth nearly ten million rand (£641,000).

The stock exchange said Micromega also breached its rules by failing to get the approval of shareholders through a special resolution for the purchase of its shares from two counter parties.


Micromega said the share deals which were sealed almost four years ago were disclosed in a board statement and that 3.8 million of the shares involved the sale of a subsidiary and did not constitute a "repurchase".

However, the remaining shares were bought back by Micromega after a shareholder had approached Micromega to sell his stake in the firm.

It admitted the repurchase occurred during "closed period" when shares should not be traded which had "erroneously not been identified by the company".

But Micromega said there was no impact on its shareholders as, after discovering the breach, it sent a circular to shareholders to approve the repurchases. It said an associated resolution was passed by 100 per cent of shareholders present and voting at a general meeting on January 19, 2016.

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Micromega added: "The company previously apologised to its shareholders for the aforementioned infringements... and attempted to rectify the oversight by the issuing of the circular and allowing shareholders to vote on the repurchases, and views the latest announcement by the JSE as ill-considered and will therefore be appealing the censure by the JSE.

"The JSE has been advised that the sanction will be opposed by the company..."


Last week, the Takeover Panel in the UK decided that a formal takeover should have been triggered after a group led by Mr King secured more than 30 per cent of the voting rights in Rangers.

That meant under the code of takeovers and mergers, they should make a cash offer to all other shareholders at the highest price paid in the 12 months before the offer was announced.

The group – which includes Park's Motor Group founder Douglas Park, Rangers Supporters Trust and Rangers First member George Taylor and Rangers fan George Letham – has denied that they had acted 'in concert' to purchase shares in Rangers on December 31 2014 and 2 January 2015, at a time when a board said to be allied to Sports Direct founder Mike Ashley was in place.

It decided that an obligation should be imposed on Mr King to make an offer for all the issued shares in Rangers not owned by him, Mr Letham, Mr Taylor and Mr Park at 20p a share by April 2017.

Mr King said he did not agree with the "much delayed" ruling and would reflect on what the "best course of action" would be for "myself, Rangers International Football Club plc and its shareholders".

He saidhe did not believe that there was a substantial group of RIFC shareholders that would be willing to sell its shares as 20p did not represent a fair price for RIFC’s shares.

According to JP Jenkins, which operates the platform on which Rangers equity is traded, the share price was at 27.5p.

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The JSE said the the purchases comprised of:

# 1,995,134 shares repurchased on 11 April 2013 from Mr W Friedland at 250.00 cents per share;

# 1,806,281 shares repurchased on 18 July 2013 from Mr W Friedland at 220.00 cents per share and

# 318 302 shares repurchased on 19 August 2013 from Mr B Carolin at an average price of 305.52 cents per share.