It has often been said about Trump and his cult that every accusation is a confession. In other words, when they loudly accuse others of something deviant or nefarious, they’re almost certainly indulging in that behaviour themselves.

Which is why it was hilarious to be reminded recently about the adventures of Darth Desmond, one of the least self-aware humans in a world where that trait is in short supply.

Desmond, a revolutionary comrade of the Golf Brigade, is currently engaged in an all-out conflict with the board of the ultra-exclusive Queenwood Golf Club or, as Desmond referred to them in an open letter, ‘a Putinesque regime.’

They sound terrible, don’t they? I wonder if they patronise their members, insult their intelligence, treat their views with contempt, block-vote to ignore their requests, give vague answers to deflect from obvious failures, and display a cavalier ‘well, if you don’t like it, you know what you can do’ dismissiveness to individuals with genuine, legitimate concerns?

Putinesque, you say? I wonder to what other business that description may apply? Although I’m sure that went straight over the head of Captain Oblivious.

Much like the time he hilariously hectored Brendan’s backside as he left the building. Landing a legendary punchline towards the end of his outrageous diatribe against Rodgers with the immaculately crafted line ‘Celtic is greater than any one person!’

He delivered it without a hint of irony, as a non-executive director and minority shareholder, using official club channels to launch a vindictive, childish rant at a departing employee who, to this day, has not said a word about it! At least someone displayed some dignity.

The main thing about a Putinesque regime is that a deluded despot must sit at the head of the unresponsive apparatus of state. A person fixated on displays of power (like having high-profile toys), driven by a narcissistic obsession with control, who has installed crony apparatchiks to carry out his commands without question. He can also then enjoy watching them cower in terror at his petty, vindictive displeasure, as they defer to his every whim no matter how illogical.

Won’t it be ironic (Alanis is getting a workout today) if that display of power and control, exerted with a billionaire’s arrogant certainty in their immunity from the norms that govern the rest of society, is what leads to a successful challenge against this de facto dictator?

A very good sign they realise they have provided prima facie evidence of a Rule 9 violation of the whitewash granted by the Takeover Panel, is the statement issued in the wake of the HoG protest.

Desmond brought shame on the name of the Club, as his oversight of Celtic’s managed decline drew a justified protest to the Home of Golf. Apocalyptically furious that he had scandalised Farquhar, Findlay and the committee for maintaining elitism and uptightness, some might suggest he would happily have razed Paradise to the ground that day.

He could not begin to process the brazen effrontery. Non-golfing plebs of questionable financial standing, interrupting his equivalent of the Olympics. Except, of course, he pays to play.

This time though, the furious statement which threatened actions of questionable legality, ranted epically but left the reader in no doubt of the priorities and passions of Desmond. For clarity, it wasn’t Celtic or football.

The most interesting part though, was the lack of an identified author this time. A ‘club’ statement about a non-exec’s hurty feelings, but unclaimed by any member of the Putinesque regime.

Maybe they can learn lessons after all

Consequences

As I understand it, a Rule 9 complaint is being formulated, and evidence gathered. An eminent member of the legal profession will deliver this. It’s a serious undertaking with serious consequences.

A breach of Rule 9 of the UK Takeover Code may trigger severe regulatory actions, enforcement powers, and sanctions by the Panel and the courts. Let’s look at the possible outcomes, with the most relevant ones highlighted.

Core Remedial Actions & Orders

• Mandatory Cash Offer: The primary remedy is an Executive direction to make an immediate cash offer for all remaining shares at the highest price paid by the acquirer (or concert parties) during the preceding 12 months.
• Compensation Orders: Under Section 954 of the Companies Act 2006, the Panel can obtain court orders requiring individuals responsible for a Rule 9 breach to pay financial compensation to former shareholders (e.g., historical multi-million pound compensation orders for losses suffered during unmade mandatory bids).
• Voting and Disclosure Restrictions: The Panel can impose restrictions on the exercise of voting rights attached to the offending shares or mandate the disposal of interests.

Disciplinary Sanctions

• Censures:
  • Private Censure: Formal warning issued behind closed doors.
  • Public Censure: Publicly naming and shaming the offender for breaching the Code or failing to consult the Panel.
• Cold-Shouldering Orders: The Panel can issue “cold-shoulder” orders barring FCA-authorised firms, investment banks, brokers, and other professional advisers from acting for or advising the offending individual or entity in any transaction subject to the Takeover Code (typically lasting from 1 to 5 years).
• Status Modifications: The suspension, withdrawal, or imposition of strict conditions on any exemptions, approvals, or special statuses granted by the Panel.
• Regulatory Referrals: Reporting the offender’s conduct to external regulatory authorities (such as the Financial Conduct Authority) or professional bodies for further investigation or disciplinary action.

Having to make a mandatory offer for all shares would cause even the Darth Lord to flinch. So, what’s the most likely way to value the club?

How the Mandatory Offer Price is Set

• The 12-Month Highest Price Rule. The offer must be at a price not less than the highest price paid by the bidder (or anyone acting in concert with them) for any interest in shares of that class during the 12 months prior to the announcement of the offer.

What happens when, as in this case, Desmond has not bought any shares in the last 12 months?

How the Takeover Panel Sets the Price

When there are no actual share purchases in the relevant 12-month window to serve as a benchmark, the Panel steps in. To decide the minimum cash offer price, the Panel typically weighs several factors:

• Recent Market Share Prices. The Panel looks closely at the middle-market quotations (the prevailing trading prices on the stock exchange) around the time the obligation was triggered.
• Underlying Value and Net Assets. If the shares are thinly traded or suspended, the Panel will examine independent financial metrics—such as net asset value, earnings multiples, and the target board’s financial advice—to ensure minority shareholders are not forced out at an artificially depressed price.
• Historical Purchase Prices. Even if the bidder’s last purchase was 14 or 18 months ago, the Panel may still use that price as a reference point if the company’s financial position has not materially worsened since then.

Celtic’s current market cap is £173.66 million, but when viewed as an acquisition using Enterprise-to-Value revenue multiples, the value is calculated closer to £379 million.

If Desmond felt this was even a remote possibility, I imagine he would act pre-emptively to dispose of the 4.8%, which would take him back to 29.9%. This is also the second option the Panel can enforce.

The unfortunate reality is that, with only 80% of the shares currently active, that 29.9% still represents a real-world 37.37% of votes.

That 4.8% stake is currently worth £8.34 million. The question is who would take it up, to what ends, and what would their position be on the Putinesque regime?

These battles may not wrest control fully from Desmond, but it may see the beginning of some real corporate governance being reluctantly adhered to in this Desmond family business PLC.