Rangers Football Club PLC to become RFC 2012 plc; Sevco Scotland Ltd will be Rangers Football Club Ltd

A quick snippet from Duff and Phelps – remember them?

—————————————–

Duff and Phelps, administrators of The Rangers Football Club plc (in administration) issued the following statement today.

“We have written to all shareholders of The Rangers Football Club plc (in administration) to provide notice of a general meeting of the Company to be held at Ibrox Stadium on July 31.

“The resolution to be put forward at that meeting is to change the name of the Company to RFC 2012 plc and there will be no other business on the day.

“This is a procedural measure in order for Sevco Scotland Limited – which acquired the business and assets of the Company from the administrators on June 14 – to change its name simultaneously to The Rangers Football Club Limited.”

—————————————–

I hope this is all clear?

Duff and Phelps get ready for the July 31 shareholders’ meeting

The Rangers Football Club PLC (in administration) was the owner of the “assets and business” of Rangers Football Club. It sold those assets to Sevco Scotland Ltd, which trades as The Rangers Football Club, and which wishes to change its name to the Rangers Football Club Ltd. At the same time, the Rangers Football Club PLC (in administration) is proposing to change its name to RFC 2012 plc. Coincidentally, on 21st June 2012, Mr Green incorporated a company of which he was sole shareholder and sole director. That company was called RFC 0712 Ltd. The following day it changed its name to RFC 2012 Ltd.

So the former Rangers Football Club PLC which traded as the Rangers Football Club will be called RFC 2012 plc which is very similar to RFC 2012 Ltd, a company set up by Charles Green, who also set up Sevco Scotland Ltd which is to become the Rangers Football Club Ltd trading as the Rangers Football Club.

Apart from the fact that I can now hear Rolf Harris singing those words in my head, to the tune of the Court of King Caractacus, I do have some quick questions for Duff & Phelps.

Now the boys who put the powder on the noses of the faces…..

1                     Who is paying for the letters to be sent out to the 25,000 or more shareholders of Rangers Football Club PLC?

2                     Who is paying the costs of the meeting on 31st July?

3                     Are D+P being charged by Sevco Scotland Ltd for use of Ibrox?

As D+P remain in place, till replaced by liquidators, for the benefit of the creditors, one would not expect that the costs of this resolution would be met by the company in administration. Why? One assumes that Sevco Scotland Ltd will have paid for the stamps, postage, security and the rest of the paraphernalia.

4                     Did Mr Green, or Sevco Scotland Ltd, or Sevco 5088 Ltd, actually buy the shares in Rangers Football Club PLC from Rangers FC Group Ltd?

5                     If not, then presumably Mr Whyte’s decision on the vote is final. If so, has he confirmed his agreement?

6                     In that event, has Mr Whyte received or been offered any payment or other inducement to assist D+P and Sevco? As Mr Green has been less than complimentary about him, and D+P are suing him, one does not imagine Mr Whyte exercising the milk of human kindness to agree to the name change.

And a final one, which might become the new “Carthago delenda est”.

7                     D+P, in the CVA proposal, said that they had a binding agreement to sell the assets to Sevco 5088 Ltd. They did not do so, and the above statement confirms that they sold to Sevco Scotland Ltd. What changed in the few days, and ought D+P to have told the creditors about who was actually buying the assets?

 

Posted by Sevco McConville

 

 

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38 Comments

Filed under Administration, Craig Whyte's Companies, Football, Rangers

38 responses to “Rangers Football Club PLC to become RFC 2012 plc; Sevco Scotland Ltd will be Rangers Football Club Ltd

  1. Lennon

    Is it possible that there was no asset sale?
    That the deal was all conditional on SPL football?

  2. What was that thing again about possibly probably maybe almost certainly being held to account for the debts of the oldco if it’s patently bleeding obvious you’re trying to phoenix?
    Can’t see that the simple change from plc to Ltd is going to fool many folk.

  3. Tyke Bhoy

    As this is as of no benefit whatsoever to the Creditors how can D&P justify this action. It even appears to be aiding and assisting someone else who’s only aim was to stuff the creditors. Lest anyone forget the last auditor approved balance sheet had the fixed assets alone valued at over twenty times the value Sevco obtained all assets for

  4. ADM

    Think the theory was that the CVA was dependent on SPL football, but not the asset sale? However, some time in the last 48 hours or so, I recall reading somewhere – probably on RTC – a post claiming that the D&P deal with Sevco was not final (i.e., no assets were transferred) until July 31st, from which the poster drew the inference that Sevco could still withdraw, leaving D&P with the baby… Paul, is that remotely plausible? Is the deal published anywhere, allowing us to check?

    • redetin

      ADM,
      4,23 may be the clause of the CVA Proposal that you are referring to:_

      4.23 In the event that either this CVA is not approved, or the other Conditions of the loan are not satisfied or waived by 23 July 2012, Sevco is contractually obliged to purchase the business and assets of the Company for £5,500,000 by 30 July 2012. All further terms of that sale have been agreed in advance and are confidential.

      CVA Proposal: http://www.rangers.co.uk/staticFiles/c9/b3/0,,5~177097,00.pdf

  5. Schneeb

    Posted by Sevco McConville ! That must be a new contributor – no history, no accounts, no connection to Paul McConville – nobody will notice !

  6. Pensionerbhoy

    Hello and goodnight from the Sevco pensioner!

    H H

  7. Pensionerbhoy

    EEE! I’m back. I don’t know if I’m coming or going. I headed for the PLC bed but found LTD already in it. I then tried the 2012 bed but that was occupied by a new guy called Scotland. Two other beds were occupied by 0712 and 2012 Ltd. 2012 Plc had simply taken a bed without asking and left RFC PLC, who thought that one was his, to find another one. There were two old dilapidated beds left, one of which was on the verge of collapse. One had oldco in it and the other had newco and both were already snoring there heads off annoying everybody else. I then discovered there was not a bed for me anywhere. So I have come down for a blow-up mattress and I am going to just sleep on the floor, if it doesn’t collapse under all the different guys that are now in bed here. All that is left is to count the number of new beds and occupants are here in the morning. Nighty, night to you all again.

    Sevco 2012 or 0712 or 007 or fantasy pensioner

    • hoopsmon

      Pensionerbhoy! Can you still sire babies? I hope so. That scenario reveals brilliance almost on a par with the original article by PMcC.

    • riw1

      You know old boy, among the extremes of passion associated with this farce, a little good old fashioned banter is most welcome. First class Sir, keep up the jolly japery !

  8. Dhougal

    Paul my head just exploded !!”!

  9. Den

    If D&P were working in the interests of creditors then the question to SEVCO would be “how much”. There must be a value to SEVCO in getting use of the Rangers name.

    I suspect it is a freebie and the Creditors will meet the cost.

    All of us taxpayers are creditors.

  10. campsiejoe

    This stinks more than a stinky thing, in a room full of stinky things
    When people try to be to clever, their cleverness inevitably comes back to bite them on their derriere
    More fun on the way I think

  11. West Lothian Steve

    Paul,
    Legal opinion please on how close the new rangers name can be to the old one?
    Also who/what entity enforces the compliance with the rules on this?

  12. Jim

    Stenhousemuir have fallen hook line and sinker for the SFA’s 15.7 million line and will support Newco into SFL1:

    http://www.stenhousemuirfc.com/news/2012/07/05/790/

    • Stuart

      While I don’t necessarily agree with all of the Stenhousemuir’s boards conclusions, I do congratulate them on writing the most comprehensive and understandable explanation that I have seen of the issues from the clubs’ points of view.

      SFA, SPL & SFL, please read this and learn how these issues should be explained to the public.

    • JT

      This statement does provide more clarity around the purported financial effect of the options proposed than anything else I have seen. However, it does raise some questions I think.
      1. The statement suggests that the SPL have the ability to curtail the payment to the SFL depending on the income it receives. Is that correct or is the payment contractually linked to SPL income?
      2. Unless I’ve missed it, the maths does not include any recognition of increased gate receipts for the SFL clubs due to Sevco’s presence.
      3. Are the statements with regard to tv money consistent with the public statements from Sky on this issue?
      4. The SFA appears to be saying that if the clubs do not install Sevco Scotland into SFL1 then it would support the creation of SPL2. (Presumably SFL clubs would have to apply for entry to SPL2. It’s an interesting, though I suspect purely theoretical thought as to what happens if none of them do?)
      4. The 2 million pound payment to the SFL is equivalent to 40k per week. I.e. The whole of the SFL receives less than the equivalent of a top SPL player’s salary. It strikes me that if nothing else, this provides the SFL with an opportunity to renegotiate the size of the SPL payment if they are minded to go down the SFL1 route.
      6. Admission of Sevco to SFL1 will, I think require amendment of the SFL rules to allow this to happen. Will those rules be changed back once Sevco is admitted?
      7. With the proposed transfer embargo, Sevco could get relegated next season. Would the SFA still support the creation of SPL2 in those circumstances and invite Sevco to join?
      8. When would the proposed transfer ban be effective? Aren’t Sevco already trying to sign players?
      9. If tv revenue is so dependent on Old Firm matches, what is to prevent the SFA organising “friendlies” to provide the necessary number of games, assuming they don’t meet in the Cups? They could play these under the banner of a Glasgow Challenge or something similar. I realise it’s left field and possibly impractical but drastic times can demand drastic solutions.

    • David C MacKenzie

      I do not think that they have fallen “hook line and sinker”, for anything. Personally, I feel that they have been bullied into a situation where they feel that they have no real choice in the matter. I will never attach blame to or threaten a boycott of these small clubs. I think that the games administrators should look at themselves and see what they are doing to these small clubs, and apologize to them.

      What I think would be interesting would be for the SFL clubs to insist on a proper outline in terms of SFA and SFL regulations before they decide anything. Start off with a clear exposition of what is required including the guarantee that they would be able to fulfill their obligations to play games, and provide surety against their not being able to do so, if deemed appropriate. Compare that with what the applying club has to offer. Ally McCoist has complained that he only has SIX first team players. Now, they may be good, but are they good enough to take on even East Stirlingshire? Of course, they do have other players, who could make up the team, but do they have enough to realistically complete a campaign. You should at least have THAT before you apply. The point is that you have to look on the application ON ITS MERITS. Forget who it is. If TEAM X came up to you with what they are offering in terms of what is required by the rules, would you let them in. If the answer to that question is NO, they you have to say so.

      Surely if they are asked to do anything else, then it would be open to challenge in the same way that the transfer ban was challenged, and who knows what would happen. If they ARE being asked to break their own rules, they need to know, not just why they are being coerced into doing it, but also, if there are any immediate repercussions, or if there are any repercussions down the line. Supposing, for example UEFA and FIFA take a dim view of what is going on and suspend Scottish football from international competition. Suppose they do a ‘fix’ for ‘the club that would be Rangers’ (with all the good bits, but the bad bits are nothing to do with us); change the rules and, within a few years, Celtic get into financial trouble. Do we go through the whole rigmarole again?

  13. Glazert Tim

    See Sally is at it again. STV have covered his comments on Rangers TV.

    I honestly think a) he thinks he’s clever b) he’s above censure c) about to go ‘aff his trumpet’

    Read this and make of it what you will:

    McCoist said: “We had a meeting with our supporters last night and the vast majority of them – in the region of 75-80% – have said enough is enough, let’s go to SFL 3.

    “Our good friends at Celtic across the city issued a statement that stated that integrity was of paramount importance to Scottish football and we totally agree with that.”

    He added that he needed to sign a dozen new players and would have a better chance of rebuilding the club if it sank to the bottom of the football pyramid.

    Although taking exception to the Celtic comment is clearly my own paranoia. Hmmmmm

    • hoopsmon

      Ally needs to keepy uppy. Scotland and its football supporters have spoken. The wee pie guy just hasn’t got that. Or maybe he has, finally.

  14. Greg72

    Now I’m getting REALLY angry! Just to say it again, I’m a retired insolvency practitioner. Now, it’s a fairly common practice where the assets of an insolvent company are sold to a newco for the ‘deal’ to include the oldco to change its name to something like ‘A Realisations Ltd/plc’, where its original name was, say, ‘Andover Ltd/plc’, thus enabling the newco to become ‘Andover Ltd/plc’. As I say, that’s a fairly common practice. However, in this case, we have Administrators about to be replaced by Liquidators. I have no idea whether the ‘Rangers’ name has been sold by the Administrators to one of Mr Green’s companies. If it hasn’t been so sold, then I cannot understand why the Administrators would be giving the name gratuitously to mr Green: if the Administrators HAVE sold the name, I think this is a matter for the Liquidators to review to decide whether they are bound to make the ‘transfer’ – after all, the name ‘Rangers’ must be of some value!

    I see that the General Meeting of shareholders of the company in administration has been convened for 31 July 2012. Do we know whether the Liquidators will be in office by then? (Incidentally, that is not a rhetorical question!) I also wonder whether the soon-to-be appointed Liquidators are aware of this development. I have to say that, based on the limited knowledge I have about the D+P ‘deal’, were I about to become the Liquidator, I’d be seriously considering seeking a Court interdict to prevent the General Meeting being held, subject to my being satisfied as to the position.

    • Marching on Together

      “Now, it’s a fairly common practice where the assets of an insolvent company are sold to a newco for the ‘deal’ to include the oldco to change its name to something like ‘A Realisations Ltd/plc’, where its original name was, say, ‘Andover Ltd/plc’, thus enabling the newco to become ‘Andover Ltd/plc’.”

      Absolutely correct. Indeed if the intention of Sevco was to purchase the Rangers ‘brand’, then any solicitor who negotiated the asset sale agreement for Sevco, which did not contain provision for this to happen either as specified in the agreement, or on a specific request being made by Sevco, would have been negligent in his/her work. The cost of carrying out this exercise would therefore have been factored into the analysis which D&P made of the offer from Sevco.

      I can’t see why you think the name ‘Rangers’ might be being given gratuitously to Sevco – Sevco have purchased the assets of Rangers (IA), and one of the major assets is the Rangers ‘brand’ , including its intellectual property, history, merchandising, etc etc.

      I can’t see what all the fuss is about. This particular item is absolutely bog standard.

  15. degough

    So what we have is;
    Administrators have convened meeting to change name for 31 July 2012
    Green has to pay, for the assets, 5.5 million by 30 July 2012
    Green tells the Rangers fans at a meeting last Wednesday he has 3 million in the bank and is promised a further 2.5 million.
    Brown is saying to one and all that Green’s name is not on the deeds of Ibrox.

    This is all falling into place!

  16. dandydon

    For me question 7 is the big one as D&P consistenly spun the tale that they could not sell the assets/business to anyone other than Sevco 5088 Ltd as they had a contractually binding agreement – now it transpires they actually sold it to a completely different company – you couldn’t make this stuff up! I agree if I were the Liquidators sitting in the wings I would be seeking an interdict pronto to stop this farce going any further.

  17. Jim

    Rolf Harris? Don’t you know that the definitive version is the Playaway one? http://www.youtube.com/watch?v=3MDVSHsFFh0 complete with a future Oscar winner and a Baldrick-to-be

  18. Stephen Dedalus

    I do not believe the new company can use the name ‘Rangers’ or its crest without the liquidators’ consent, which consent will be granted…..if the person wanting to use the name and crest pays the insolvent company’s debts! The legal position and the position under insolvency practice need to be established. Is there any authority on this point?

    • Marching on Together

      Not true. Sevco will have bought the rights to use the name ‘Rangers’ as part of the asset purchase from D&P on behalf of Rangers (IA). As for using the trading name or the name of a liquidated company, you cannot normally do this, unless you apply for an exemption to this rule, and one of the classes of exemption where it will be granted is where the trading name was bought from the administrator/liquidator with other assets for the purposes of trading under that name. Notices need to be place in The Gazzette as part of this.

  19. EBT Specialist

    Paul, your reference to Rolf Harris conjures up another of his catchphrases which seems apt in this case, “can you tell what it is yet?”.

    On a serious note, i fully expect HMRC, through BDO, to force the sale of Ibrox and Murray Park. Politically, the time is not right should another company be seen to be getting away with not paying their taxes and the govt have already challenged HMRC to maximise tax revenue.

  20. ian lewis

    What will happen now is that Rangers will be admitted to SFL 1-on completion day Green will not have the dosh-Uncle Walter and the Richest Man in Scotland will then buy out Green safe in the knowledge that the mugs will pour into the season tickets and Spl 1 awaits them in a season.

  21. Manwitwoheids

    Another suggested name change – Duff and Duffer (in maladministration) HMP.

  22. Marching on Together

    Paul

    You are barking up on the wrong tree on this one, so far as your question 7 goes IMHO.

    An asset purchase agreement such as the one Sevco 5088 Ltd will have used, will usually contain provision for title (or delivery) to be taken in the name of Sevco 5088 Ltd or such other party as Sevco 5088 Ltd may nominate. It is perfectly possible that D&P on behalf of Rangers (IA) have a binding contract for the sale of all the assets of Rangers (IA) with Sevco 5088 Ltd, but all the assets have been nominated in the direction of Sevco Scotland Ltd (or some third party). This could either be specified in the agreement at the time, if Green & Co had worked out their trading structure, or it could be specified that Sevco 5088 Ltd could nominate at a later date (obviously prior to transfer).

    IMHO, any corporate lawyer acting for the purchaser who failed to include such rights of nomination in any agreement of this type would have been somewhat negligent in their duties.

    • Fair enough – it just seems that after all the fuss about transparency and clarity that the fact that the named buyer was immediately transferring the assets to another comopnay might have been mentioned. The lack of publicity suggests too that there might be issues re the TUPE argument Mr Green wants to bring. After all, if the players were told they were to join Sevco 5088 Ltd (which is unclear anyway) when were they told that the employer was in fact Sevco Scotland Ltd?

      • Marching on Together

        Thanks. I think that if you look at the structure of many of the other top clubs, you will see that there are various companies for various things within the holding company e.g. media rights, catering, ground ownership, football operations. With many clubs it is also difficult to work out who is doing what, as there are often dormant companies as well for future use.

        I just don’t think that Green & Co are really doing anything different from other clubs, although as you say in the current febrile atmosphere some clarity and transparency would have been welcome. In addition I would have been surprised, bearing in mind the relatively short time-scale that Green & Co had to put their bid together, if they actually had their operating structure fully worked out by that point. Hence the nomination clauses for when they had done so later.

  23. Pingback: Wings over Scotland | Brechin City vs TBC

  24. lordmac

    why have these account not being handed over they were due by the 24th feb 2013

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