The Internet is buzzing tonight. Something big, we hear, is appearing in the Daily Record tomorrow. The wags on Radio Clyde were discussing the dread fate that may await Rangers. Clearly my blog post yesterday has been read in high places!
The suggestion is that the Record is breaking a story that, horror of horrors, Rangers Football Club PLC had mortgaged four years’ worth of season ticket income, in a large corporate version of an Ocean Finance consolidation loan. This was to bring in funds to, perhaps, allow Mr Whyte to pay off the Lloyds Bank debt and provide working capital for the Club. But what happens when the loan is spent and the debt is still there?
Did Leeds United Not Do This?
Keen observers might recall that one of the fateful actions by Leeds United, before it plunged into insolvency, was to mortgage future season ticket and other income. As “The Director” magazine reported in October 2006:-
“To most lenders, the idea of becoming involved in football finance sparks the kind of panic attack suffered by England footballers in penalty shoot-outs. They remember when Leeds United posted a £49.5m loss in 2003 while carrying £78m of debt securitised against future season-ticket revenues. They recall how creditors waved goodbye to enough money to keep the entire gaggle of England WAGs (wives and girlfriends) in Gucci bags and Cristal champagne for life.
The then Leeds chairman, Peter Ridsdale, explained the profligacy that had led to the collapse of his club’s fortunes as “living the dream”, but it was the beginning of a nightmare for other teams seeking to fund their success by mortgaging future revenues.
It is easy for clubs to be caught in a downward spiral. Relegation from the Premiership, for example, as happened to Leeds in 2004, represents a year-on-year drop in income of at least £15m, while the collapse in 2002 of the Football League’s broadcast deal with pay-TV start-up ITV Digital, left lower-division clubs £180m out of pocket. No wonder banks are jittery.
Yet such is the clamour from fans for on-pitch success and shareholders’ desire to tap into Premiership riches, that football boardrooms have tended to chase Ridsdale’s dream by spending money they have not yet received. The difficulty now is that the banks are no longer prepared to fund such speculation.” (Emphases added)
As that reliable source Wikipedia records these events:-
“O’Leary’s Leeds never finished outside of the top five, but following their defeat in the UEFA Champions League 2001 semi-final against Valencia their fortunes began to change. Under chairman Peter Ridsdale, Leeds had taken out large loans against the prospect of the share of the TV rights and sponsorship revenues that come with UEFA Champions League qualification and any subsequent progress in the competition. Leeds signed Robbie Fowler and Seth Johnson for large fees and big wages. However, Leeds narrowly failed to qualify for the Champions League losing out to 4th place to Newcastle United, and as a consequence did not receive enough income to repay the loans.”
Remember this was before the global financial crash too!
However, it seems that Rangers were able to find someone to fund a similar deal for them.
The Secret Sources of Information
What digging has the Daily Record done to find this story (if that is their big splash)?
In the words of the great Alex “Candid” Cameron, I have the solution in an envelope here, which I will now open.
Here is what is hidden in the envelope.
Extracted from the Rangers Tax Case Blog post Reflections on Craig Whyte’s Obsessive Secrecy – 6th June 2011
“… it looks like Rangers are preparing the ground for a credit facility worth about £30-35m . Such a credit line would be secured by a large percentage of Rangers’ season ticket revenues over the next four seasons. … While such an approach would saddle Rangers with a very large debt burden, and would drain much of the blood supply that sustains any football club, such a strategy at least allows Rangers to live and to fight another day. At a club that would likely have gone bankrupt had it not managed to play in the Champions’ League group stages three years in a row, who is to say that they cannot continue this streak? … Unless one of Craig Whyte’s backers antes up cash to make borrowing unnecessary, the club’s viability depends upon many random variables. … if Rangers lose their appeal against the tax bills in their possession, and if Rangers fail to qualify for the Champions’ League in the next two seasons, it is hard to see how the club can operate at its current scale if it has surrendered close to 70% of the revenue from its season ticket sales for the next four years.”
This was prompted by the lodging at Companies House, as identified by diligent and indefatigable posters on RTC of a form MG05s. This is a document which publicly intimates the withdrawal of property from the coverage of a floating charge. Put shortly, Mr Whyte’s company took over the security over Rangers’ assets provided by the floating charge granted to the Bank of Scotland in 1999. This charge allows Mr Whyte’s company to appoint a receiver, thus giving him first crack at the assets to repay the debts due to his company by Rangers. However, it is possible to take property out of the coverage of the charge.
The MG05s revealed that the “Released Assets” were the “Tickets, Season Tickets, Ticket Proceeds, Designated Accounts and Account Proceeds as defined below”.
The “Season Tickets” were 23,154 for 11/12, 27,017 for 12/13, 27,014 for 13/14 and 23,154 for 14/15. Effectively Rangers were giving up their rights to this income for the seasons mentioned. The form was signed by Phil Betts, director of Rangers and also heavily involved with Close Finance, and Mr Whyte himself.
There was however a problem. The MG05s had released all the assets, except for the “Released Assets”! In June therefore Rangers went to the Court of Session to “fix” the mistake, with an application for “rectification of the register”. You will find the court order here.
Now, had there been any reaction to RTC’s prescient article?
Yes there was!
Extract from Darrell King interview with Craig Whyte – June 2011
“Contrary to a report elsewhere this week, no form has been signed that would allow season-ticket money to be used as a guarantee against any FUTURE loans; indeed, the form lodged at Companies House by RFCG last month does the opposite: it prevents season-ticket money from being used for that purpose.“ (Lots of emphasis added!)
Nothing about past loans though!
There were other hints about this issue too, although not easy to find.
Extract from the Rangers Independent Board Committee (IBC) statement contained in the Shareholders’ Circular – June 2011
“…the IBC is concerned about a lack of clarity on how future cash requirements would be met, particularly any liability arising from the outstanding HMRC case.
“The IBC is committed to ensure that the transaction and future investment and funding proposals should be transparent to all the shareholders and supporters of the Club.”
The issue was also raised in the court action pursued by the former Chief Executive, Martin Bain, against Rangers Football Club PLC:- June/July 2011
“As a result of concerns about tax liability and liability for wrongful trading (Rangers FC’s) Board of Directors prior to the takeover by Mr Whyte were making arrangements with the defender’s bankers to ring fence the subscriptions from season ticket holders to guard against those sums of money being lost in the event of there being a substantial tax liability. It is understood Mr Whyte has not ring-fenced those monies collected from season ticket holders. What is more it is understood Mr Whyte has arranged for the defender to assign its season ticket income for the next four years to a London based finance company in exchange for cash flow at the present time.”
So, by June/July last year it seemed to be the case that (a) the season ticket income up to and including 2014/2015 had been released from Craig Whyte’s security over Rangers: (b) the IBC was concerned about how Mr Whyte was going to fund running costs; (c) Martin Bain was concerned about this issue too, as it related to the ongoing solvency of the Club; and (d) Rangers had made such a mess of the deed that they had had to spend good money engaging lawyers to fix the mistake.
Who might these London financiers be?
Close Brothers Group is a finance house, closely connected to Primary Asset Finance. One of the main men there is Mr Phil Betts, erstwhile director of Rangers. He resigned suddenly less than two weeks ago.
It is understood that, through Close, substantial sums were borrowed on the strength of the season tickets.
On 9th August 2011 Rangers granted a security in favour of Close Leasing in connection with income from their catering contract with Azure (a company from the Murray stable!). This was recorded in a form MG01s.
Then, on 26th October, a further form MG05s Security was registered in connection with alterations to the floating charge in connection with the Azure contract, ranking this ahead of the floating charge holder. The parties to this deed were Close Leasing, Rangers Football Club PLC, Rangers FC Group Ltd and L:iberty Capital Ltd (being Mr Whyte’s 100% personally owned company based in the British Virgin Islands).
There does not appear, yet, to have been a security registered for the season ticket “mortgage” but as all the parties are on the same side, it might have been decided to leave it unregistered till necessary, as there was no way that Messrs Whyte and Betts, who have a long, productive and successful history together rescuing companies, would fall out.
Now however, Mr Betts is gone from both Club and Group. Hot on the heels of that Sir David Murray re-appears at Murray Park. In the immediate follow up the mainstream press suddenly start to turn on Mr Whyte.
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EDIT FOR ACCURACY – 8am 31/1 – Whilst Close is involved with some funding, Ticketus appears to be the company responsible for the “big loan”. More detail when the Daily Record comes online!
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Rumours abound that they have run, or are running, out of cash, and that even the transfer of Mr Jelavic won’t bring in enough to fund the ongoing operations.
Have Rangers Run Out of Money?
The short answer is that we do not know. However, if Rangers had not failed at the first Champions League hurdle, or even at the first Europa League hurdle, or if the £9 million offer for Jelavic in the summer had been accepted, then this speculation would undoubtedly be even more groundless than it is clearly is already.
Mr Whyte, as an astute businessman with a proud record, though he won’t name the companies he is proud of, will clearly have a plan to deal with these storms, and with the sudden departure of his “close” colleague.
Random Thoughts Re Scots Law by Paul McConville 
It’s all timmy media lies!!!!!!!
haha haha ha ha ha
‘How just how’ did you uncover this 😉
TBK,
If I revealed my sources, I would have to kill you…well, ok then. My friend Mr Google is a star!
I noticed a lot of rumbling around this myself earlier- the sad sad thing is, as you alude to in your links: this has been discussed and done to death some point last summer. All of a sudden, a rumour that the daily record may publish such findings = acceptance of some form.
Got to love the Scottish public, infact- who am I kidding, in this case… You got to love the head inter sand rangers fans
Garry,
As has been said many times, if Rangers fans had mobilised in a similar way to Celtic’s when Fergus McCann rescued them, or Hearts and Hibs fans when Wallace Mercer suggested that they should merge, or fans of Airdrie who succeeded in getting their team revived in a zombie undead like sense, then this scenario would not be playing out.
But when there was a share issue a few years back, when matters were far less serious than they stand today, the average investment by RAngers fans was £454 and I think about 98% of the shares were taken up by Murray International.
The issues might have been done to death in a few websites, but the majoroty of people will, I am sure, wake to a dreadful shock as to what has been going on (which is not to imply anything illegal, of course).
I find myself looking on with Intregue now. Infact, more like a social experiment.
I find this- satisfying, in a way.
As someone that has commentated on rangers issues – recently on the tax case and previously on David Murray about 4 years ago- I have been shunned, lambasted and often ridiculed by many of my fellow supporters.
In some ways- although taking no pride in rangers plight- I find myself developing a wry smile in the direction of all those that told me i was ” lying” or ” a Tim in disguise”
Ahwell- time will tell…….. 😀
The comments on the fans are a rather irrelevant attempt at point-scoring by trying to compare two very different situations.
Not really. Whilst I agree the situations may be different the simple fact is that through only minor trawling of the Internet and in particular companies house most of the information available out there can be seen.
The beauty of limited business is that as sneaky as it may some times be it is also at times easily transparent.
As a rangers fan, okay with a particular interest in such matters, I had a look at closer details. I couldn’t stop what I watched unfold but I certainly made sure I understood and expected it. The problem is that it all fell on deaf ears.
Too many fans were willin to lay in with fantasy stories about whyte or other secret billionaires ready to splash the cash at rangers. Very few actually listened to those of us trying to pain a more realistic picture.
As for point scoring- to be frank, fuck Celtic – they are of no interest to me. Good luck to them, they appear to have a far better financial
Model than rangers so really it’s very difficult to try and drag them down on such matters. Perhaps we should have learned from them many moons ago. But we didn’t and we must now deal with that.
The sad fact is that too many fans have already text me this
Morning on the basis of the DR story saying- “aw we might go into administration or that”.
Again: administration is but a pipe dream of a full tax liability is found.
We live in lively and interesting times
Magnificent, Paul.
🙂
Many thanks.
Is DR trying to reposition itself if the demise of Rangers is inescapable?
Utterly outstanding piece of work Paul .
” At a club that would likely have gone bankrupt had it not managed to play in the Champions’ League group stages three years in a row.”
The reason behind Celtic’s battles (club and support) with the SFA. The reason more than any other for the corruption of Scottish football and an issue the game needs to address, regardless of Rangers fate.
Glad i stayed up great read , may even buy a DR now , chapeau to you Paul sir …
What ever happen to that oft quoted “Work Ethic”…???
Couldn’t several hundred thousand Scotsmen go out of a freezing winters morn, wearing nothing under their kilts, and work like navvies…..then give all their wages to the hard working and ethical Mr Whyte…????
Shirley that would fix all these troubles….????
Why would “close” take such a gamble as this after what happened to Leeds? Could they not see what a state Scottish fottball was in.
Rangers sources denied these claims when they first emerged in June last year e.g. from The Herald 15/6/11: “Senior Rangers figures were irritated when it was erroneously claimed Whyte might want to mortgage off the next four years’ worth of Ibrox season-ticket income against a loan. In fact, under the terms of his takeover, Whyte signed documents which guaranteed to the stock exchange that he would do no such thing”. So we’ll see what transpires….
It is the phil betts involvement that I find, and always have found to be most… Interesting.
Certainly seems too add up towards a story I have been working on.
Glasgow rangers, craig whyte and other associates should genuinely be used in the teachings of company and business law within BA/ LLB courses………
IMO Murray left the club in such a state that they where only an attractive to negative business types such as whyte, Paul your name and blog ain’t mentioned enough on the net .I salute you sir
As always a treat to read, but also scary – especially if you are a fan of the club involved – Surely now all Rangers fans will wake up to the facts and see that there club is almost over the edge, I could say that the clubs demise is self inflicted but ech day just makes me more angry at the thought of what RFC have been getting away with for so many years, but then again I am paranoid.
“Did Rangers Mortgage Their Season Ticket Income For Four Years – And Is It All Spent?”
Paul, perhaps you could make an addendum to your opening gambit?
“And Is It All Spent?” – if not, where is it?
Perhaps the real reason for the delay in released accounts and the RFCGLtd account reference date being moved? We can only further speculate.
Interesting times indeed!
Paul, just read this and clicked on the link for Primary Asset Management and noticed their registered address, 10-15 Queen Street in London, exactly the same address for Merchant House Finance Limited, where Mr Betts has been a director since 2008 and where Mr Bell also works. The same address for the rest of the Merchant House Group that Mr Whyte has so many ties with, same for Countryliner Group, etc, etc!
I also note that the other company which was registered by Mr Whyte following his takeover of Rangers together with the Rangers plc companies, namely Team Discounts Limited, the other director is Merchant Group’s, and a vast array of other companies, many of which are now dissolved, James Holmes. They’ve had links before over the years notably at LM Logistics Group of which you are obviously aware, and to which Mr Whyte has already confirmed to have had a previous directorship with. It’s also where another couple of “regular names” appear in Ms Sherri Ellison, whom you mentioned in your post yesterday, and FE Financial Services, whom I believe is the same Ms Ellison under a different moniker!