A Liquidator Speaks on Why a Business Would be Shut Down and Assets Sold Off

Joint liquidator, David Menzies, said: “This was a successful business in the past, and without the debt that the firm has built up, and the right management skills to run the firm, it could again be viable, but unfortunately in this economic climate it is more likely that the property will be acquired on its own rather than the business as a whole.”

A successful business, brought down by debt and poor management and better off sold as a property than a business…hang on…wrong picture

Thus spoke the liquidator of House of Beauly as he took over and shut down the tourist centre near Inverness.

Now, can you imagine Messrs Whitehouse and Clark of Duff and Phelps having appeared at a press conference in February or early March and saying the following?

“This was a successful business in the past, and without the debt that the firm has built up, and the right management skills to run the firm, it could again be viable, but unfortunately in this economic climate it is more likely that the property will be acquired on its own rather than the business as a whole.”

If they had, then one suspects that the creditors of the Rangers Football Club PLC would have ended up with a rather better deal than that which they will get as a result of the D&P plan to keep trading and sell off as a going concern with a CVA. Except of course that that plan depended on HMRC ignoring its own published guidelines for deciding on CVAs, so when it failed they sold off all the assets in a job lot for an apparently remarkably low price.

A business running the world’s most successful football team, brought low by debt and mismanagement, but best to be kept open as a going concern…

It is also remarkable how accurately the words of Mr Menzies describe the Rangers situation. One would almost think that this was a common occurrence in businesses which fail, and that the “shut it down and sell off the assets” process is one with which liquidators and administrators are familiar.

Let’s see what happens when BDO, the liquidators of RFC 2012 PLC, turn up.

Posted by Paul McConville

About these ads

39 Comments

Filed under Administration, Insolvency Act 1986, Rangers

39 responses to “A Liquidator Speaks on Why a Business Would be Shut Down and Assets Sold Off

  1. Ed Dunne

    Paul.Why is all this traking so long?

    • That’s the question we’d all like answered Ed. Could it possibly be that BDO are under orders from some powerful goat fiddling secret society to bide their time until the Scottish MSM, ably abetted by Sky Sports, have successfully convinced the worlds’ population that Sevco did indeed save Rangers from obliteration with history intact?

      • mick

        @althetim dont forget the sfa were abetting it to over, a 100mil owed to tax ,nurses on pay freezes its sick and sinister ,BDO d&p sfa and green and his backers the only connection a can think of is the handshake if bdo come clean and scubber the deal then we will know they were not in on it we will just have to wait and see

  2. JimBhoy

    Wonder what the D&P bill is sitting at now… My Qn is what happens in the even that the liquidators come in and all the funds are gone? Who pays their fees for the year or more it could take for the sequestration?

    • mick

      @jim 5mil lol there bill is in the creditors report some are on 500 a hour lol
      its sick and a slap in the face to manual workers and public services providers

  3. mick

    Great sunday morning read Paul, the bdo have a lot of info that makes the deal nil and void its the biggest phoniex ever in scotland and makes a mockery of scots law .Its damaging to inward investment to ,who would bdo take it back and sell it on the property market is it possible ,Also company house have been slow to mention the nameing issue also the fsa should be doing some sort of investigation .

  4. the unknown wanderer

    when are bdo taking over?

  5. mick

    should the tourist center not be publicly funded for scots and others on tour thats shocking the back bone of the highlands is visitors and there shutting centers thats not right the tourist board should hang its head in shame ,we all pay our taxes surely that should cover info centers for us and people from abroad .

  6. ecojon

    @JimBhoy

    Possibly the Joker in the Park is that BDO won’t actually liquidate the oldco because it is not ‘in the public interest’ meaning there is no money to pay for it and in these straitened economic times we cannot waste millions in public money on what will financially prove to be a futile exercise.

    To be honest – I really wonder what is to be gained. Revenge against the ‘guilty’? Every day businessmen are daily involved in highly illegal and morally dubious activities with Ltd and Plc companies and often disappear with tens of millions. No one blinks an eyelid. So does revenge only matter when it comes down to a hated football team who have long been viewed as an ‘enemy’ because of a history & culture which has little or nothing to do with sporting prowess.

    At the end of the day HMRC can, I understand, still pursue anyone guilty of transgressions on EBTs through its tax tribunal procedures but as to the rest are they actually interested in proving who did what to who when. Especially if there is no money to be regained at the end of the day.

    Personally if public money was to be spent I would rather see and investigation into every aspect of D&Ps involvement with Rangers right back to Murray/Whyte and through their stewardship of oldco Rangers.

    But what we should never overlook here is the small creditors whose businesses have been damaged and in some case wrecked by Rangers default and all their employees who have been made redundant or put on short-time because of the damage done.

    If anyone has a right to decide whether public money should be spent to uncover the whole sorry saga, and there is no guarantee that proof can be achieved in view of some of the polished liars involved, then surely it is the creditors and not opposing football fans who mainly support the same team that I do.

  7. mick

    @ecojon now the man that does 8 hours aday knows about this wrong doing via the demise of oldco is it not time we tightened the law in scotlant to stop phenoix companys in there tracks am disguisted at that no wonder there is a global recession going on the 10% that own 90% have no souls and its time scotland via new rules put a stop to it.

  8. charliedon

    @ecojon
    There has been one positive aspect of the Rangers/Sevco fiasco. That has been to bring sharply into the public eye the shady dealings that go on with PLC’s and Ltd companies as well as all the dodgy schemes to reduce tax liabilty for the wealthy. In particular, Craig Whyte’s myriad of companies within companies which in turn are the sole shareholders of other companies simply sets my head spinning. It’s about time legislation was laid to prevent this kind of corporate double dealing. Let’s hope BDO come steaming in and make an example of all the shady dealers in this case.
    But I’m not holding my breath…..

    • ecojon

      @charliedon

      Oh I am totally with everyone that wants the laws changed but it goes way beyond constructing cleverer and cleverer laws in an attempt to deal with the morally corrupt. They will just hire more professionals to find ways round the laws.

      And meanwhile we cut staff in HMRC and the whole UK police major fraud units could be put if not in a phone box certainly in a disabled toilet.

      As long as these people think they can get away with it without going to gaol then we will never stop it. We are still witnessing a City of London which is one reckless casino which would never survive in Las Vegas because of its losses – but London has the taxpayers to bail it out and friends at the top of Governments sadly of more than one colour.

      The amount of money-laundering for international drug cartels by British Banks just being revealed and the Libor scandal of which we have only seen the tip so far is sickening. And these are our betters all puffed-up at their Mansion House Dinners looking down at the serving staff on minimum wages whose tax they are stealing.

      And don’t get me started on Offshore Trusts which they are all into. I am a great believer in transparency and in particular publishing the income from all sources and the tax paid by any individual or board who profits in any way from the public purse. And if they don’t like it then don’t tender for any public contracts and don’t work in any way for the public as a paymaster.

      New laws are basically a waste of time unless they taget individuals and make them sh*t themselves and when they come out because it’s public money they stole then they are on a lifetime licence whereby their fiancial affairs can be examined without reason at any time and any expenditure by their wife or children as well as relatives/friends can be examined if there are reasonable grounds.

      If that fails then I’m afraid it’s the firing squad with no blindfold supplied free of charge :)

    • Charliedon, for new folks on this blog I’ll just post a link to the CW company structure that Paul provided in a past post. I know things have moved on with MHG (shares suspended) and Pritchard (in special administration).

      http://scotslawthoughts.files.wordpress.com/2012/02/cw-corporate-structure.pdf

  9. charliedon

    @redetin

    Thanks for the link. I’ll save it for reading later when my mind is fresh and focused and I have a spare hour to lie down in a darkened room immediately afterwards!

    @ecojon

    All you say is sad but true. In my opinion most of the current economic problems arise from the culture of greed which has grown ever since the rush to deregulate everything during the tenure of a certain female Prime Minister. And not helped in any way during the more recent lengthy tenure of a male one!
    But surely there is some legal or other
    strategy which could make it at least more difficult for the slimy Craig Whytes of this world to get away with it? Sadly, I’ve never been able to get my head round economics and the workings of shareholdings etc. I’ve always had this suspicion that it’s made deliberately unfathomable so your average joe can be kept in the dark.

    • ecojon

      @charliedon

      There’s no doubt that the cult of ‘self’ under Thatcher was the beginning but I think the whole changing socio-economic climate was propitious for that type of leadership and if it hadn’t been her then it would have been someone else.

      It certainly took a lot longer to establish itself in Scotland but it has and we have changed as a people for the worse.

      I doubt there is any going back and all we can do is make sure that we collect the tax that is payable and prevent the immorality where a boss of a major company can pay less in tax than Aggie.

  10. Ecojon

    I believe Rangers PLC will be liquidated and that the Liquidators will then pursue the Directors and shadow Directors personally.

    This will be the case because HMRC rejected the CVA because accepting it would prejudice their ability to follow this very route.

    Only the Liquidator of a company that has been placed in Inslovent Liquidation can pursue the legal remedy against Directors.

    As for funding such an exercise that is easily explained– even if there is no money in the kitty. I am aware of similar situations in the past where firms like BDO, Grant Thornton, and other big companies take on such a job almost on a no win no fee like basis for the revenue.

    In this instance they believe that they have such an open and shut case, with targets who are demonstrably able to pay up, that it is worth their while to come into the job on the basis that I mentioned above. Much of the paperwork may well have been made available– including the famous or infamous missing Nimmo Smith Report– which of course effectively sits as either an obiter style judgement or at worst a bloody persuasive legal opinion, upon which to kick the recovery process off.

    Further, as you say, public sentiment and feeling towards corporates who persistently and deliberately rob the public purse with the pen is now such that organisations such as HMRV must now be seen to actually take a stand and use the legal tools available to bring such banditry to an end….. or at least be seen to try and bring it to an end.

    • ecojon

      @BRTH

      I have to admit that I didn’t realise that no-win no-fee applied in this way and that, in a sense, is heartening. But call me a cynic and I instinctively wonder what’s in for these companies by scratching Hector’s back.

      I might be way off-beam but that’s the devious, twisted way my mind works :)

      If the economy wasn’t so bad I would want to spend whatever it takes to bring these scum to book but when the most disadvantaged in our society are being hammered through ‘cuts’ then they take priority.

      So let’s hope that that someone takes this on and wins a huge fee!

      Of course if HMRC and the Police hadn’t been so hamstrung by regulation and lack of cash and numbers then matters might have been uncovered a helluva lot sooner.

  11. Tam Makondi

    Is it not the case that someone like Peter Lawwell could take steps to have newco liquidated because of the time it has taken to pay Celtic the £40,000 that they are owed? Not that the cowardly Lawwell would even consider such a step.

    • ecojon

      @Tam Makondi

      Have you actually checked what the mechanism for paying all the footballing debts are – why don’t you email the SFA and ask them.

      As to Lawwell maybe £40K is a big deal to newco but I don’t actually see it registering on Celtic’s radar – it’s money that’s coming and I really detest posters who hurl insults at anyone without chapter and verse as to why they are justified.

      From what I have seem of Lawwell in action then ‘cowardly’ is not a word I would use to describe him.

      • Well said ecojon. Incidentally, Tam may like to know (or maybe not) that Lawwell was one of the people who helped ensure that Scottish clubs did not suffer too much of a financial hit with the new Sky deal – a deal, I should remind him, which was in danger of falling through due to the self-inflicted problems of one errant club.

        He should therefore be lauded (geddit?) by everyone, particularly Div3 clubs (great coverage yesterday, don’t you think?).

      • ecojon

        @Kenny McCaffrey

        I think Tam may believe that Rangers should get 90% of the SFL TV deal with the rest being distributed to the ‘diddy’ teams who they only view as supporting acts to the main perforamce. Well we”ll see :)

    • jedi

      What shite you talk!

  12. Gobsmacked

    Unless BDO are willing to reverse the property sale then there is no money in this. HMRC who send out threats to businesses who are 1 day late in completing their returns, slept on 10 months unpaid VAT & PAYE. The SFA with their fingers and toes crossed that the Ibrox House of Cards wouldn’t fall down. SDM and the Directors hoping that their suspicions were wrong. Sssssshhhhhhh if we all drag this out a bit longer then everyone will forget how we all screwed up.
    The only person from BDO that will be in Ibrox will be as a supporter. One day the shady deals and screw-ups will be fully exposed but not this season. At least for the Munro Baggers there is another one to climb, it’s the carpet under which all this s*** has been swept.

    • charliedon

      @gobsmacked

      I hope you are wrong but I fear you are right.
      I keep asking if anyone knows anything about the now long overdue report to be delivered to Lord Hodge by Duff & Phelps. They were given 3 weeks on, I think, June 22nd to report back. D&P won’t be released from the administration until this happens and BDO and, as I understand it, can’t move in until administration ends. It is indeed beginning to smell like a delaying tactic to allow it all to just fade away.

    • You’ve got a point Gobsmacked, not least given the history and connections of all concerned (I dare say there’s a tiny bit of faecal matter attached to everyone in Scottish football, notwithstanding the huge dollops stuck on the walls of Ibrox and Hampden).

      But I’m hopeful (as ever) that some sort of justice will eventually prevail – and thanks Brogan Rogan above for helping keep that candle lit.

      To get back to basics, though, Paul, can you recap on what exactly the liquidators powers actually are?

  13. @BRTH agree entirely, we are just at the start, believe it or not of a very lenthy process that will actually see clarity on the dealings,(if they are made public) going all the way back to DM days and maybe even beyond subject to laws of limitation. There will be divisible lines of civil and criminal dealings and it will encompass most individuals already highlighted in the saga so for, right up to date.

    As far as the rangers football club are concerned, the valiant smoke screen and diversions being aggressively played out now by the fans club and MSM regarding title stripping are just that, a smoke screen. They will be happy to have them stripped……..I as a CFC fanatic will be happy to see them retain them, if cheating is they way they want to be remembered then let them keep them, we know the truth.

    I want the maximum penatly enforced for cheating and that is the expulsion from the SFA and they should be refused re entry for a minimum of 5 years and and even then in competition with other viable candidates.

    There is only one place they deserve to be and that is outside Scottish football until they mend their ways, something unfortunately I believe to be beyond them.

    I plead for all football fans in Scotland and beyond to stick together and forget the title stripping, I move that the rangers football club should be removed from Scottish football if found guilty of dual contracts etc…..don’t play the MSM and TRFC title game any more.

  14. charliedon

    @michaelk1888

    The dual contracts investigation and title stripping have practically become synonymous with one another. It will soon be getting called the “title stripping investigation”. It’s clearly agenda driven to focus minds on that being the only appropriate punishment and I’m sure the SPL/SFA will be quite happy to play along on that course. The message needs to be put back out that it is NOT the appropriate sanction.

    • @ charliedon, agreed pls help to spread the word across all fanszones/blogs etc, if we allow MSM TRFC and associated groups to push this agenda then they will be escaping the true justice, assuming of course they are found culpible. We need to combine and bring this back to the front again so that it takes its rightful place on the MSM and with the league executives. No more blue wash….

      • jedi

        Have sevco/sevco scotland/rfc/trfc and all other names they want to confuse me with, not been ‘punished enough’ Another two point penalty deduction at Peterhead, come on SFL give them a break. SFA why not inject a wee bit of the feel good factor and cap a 4th Division player next week, perhaps Peterheads Mcallister, naw that canni ever happen, can it?

  15. All,

    One thing to note, is that the SPL investigation is not, in fact, into whether or not there were dual contracts, but rather whether payments were in fact made to Rangers players “outwith contract”.

    The Following sentence is taken from the SPL’s own website following on their receipt of the original Harper McLead report:

    “The SPL Board heard a report from its solicitors following the investigation into payments to, or for the benefit of, players allegedly made by Rangers FC outside of contract.”

    Now that is interesting because from that it would appear that whoever turns up to defend the allegations investigated will have to explain any payments to players which appear outwith the terms of whatever was in fact registered with the SPL in terms of the employment of any player– and of course it is to be presumed that what was registered with the SPL would be identical to whatever was lodged with the SFA as part of the annual return submitted each June and the documents required for the annual Licence and the SFA Audit.

    So the SPL will not investigate if these payments were legal, if the EBT was legal or administered properly, if Rangers PLC disclosed the EBT’s in their accounts, or anything else.

    They will simply ask ” Were any of the players mentioned paid anything, any sum of money at all, over and above the sums stipulated in the contracts of employment submitted by Rangers and registered with the SPL?”

    Further they will ask:

    ” Were any of the players Registered by Rangers PLC paid any sum of money by anyone other than Rangers PLC?”. It doesn’t matter if it was a Rangers EBT, it doesn’t matter if it was a legal EBT, an Illegal EBT, or anything else!

    The EBT is an independent legal body– and not the Employer in terms of any contract.

    SDM and anyone else can say that these payments were loans– but the example provided by RTC re Gavin Rae shows that whatever the payments were– they were payments by a third party to Gavin Rae in connection with his playing football for Rangers FC– appearance bonuses and that type of thing cannot be anything else!

    However, for me the greatest question of all will be how any tribunal treats Servco— because they were not a party to any such contracts, nor were party to any such payments, nor any discussions or arrangements in relation to such payments. So– how can they comment on any of these payments contractual or otherwise?

    The only people who can actually comment on the payments are those who made the payments, those who received the payments and of course those who were party to the Registered Contracts.

    One of them has of course made a public statement– making it clear that the payments were in fact a loan– still a payment outwith any contract of employment– but I wonder how many players will sing along with that particular song?

  16. charliedon

    @redetin

    I just looked the chart of Craig Whyte’s companies you kindly linked for me.
    I’m reckoning that going round and round that lot, Whyte must have passed “go” several times. Let’s hope he goes to jail soon.

  17. Jacko

    Totally agree BRTH.

    The defence of the tainted titles offered by a great many rangers (IA) fans is “EBT’s are not illegal. We declared them in the accounts. So there is nothing to be investigated by the SPL. Please go away. Nothing to see here. You’re wasting your time. Off you go and play golf or something else more constructive”

    Yes EBTs were declared in a very small portion of rangers (IA) annual reports. Unfortunately it is all clearly specified that each player’s remuneration needs to be specifically defined in paperwork lodged to register the player. It is no good to say “We pay some of our employees with EBTs” and not specifically define who are paid them, how much and if they are football players. The EBTs mentioned in the annual report may relate to directors, cleaners, turnstile operators or anyone else employed by rangers (IA). It is not the football authorities job to deduce the recipients of the EBTs from a vague line or two in an annual report.

    Further what I don’t think they grasp about the EBTs is that they may very well be legal. Porcine wings may develop too. But it is the non-declaration of these specifically in the player registration documents that is the issue around player registration. If rangers (IA) had paid players in tenners every month but half were declared in registration documents and half were in a brown paper bag slipped into their kit bag after each game they can hardly say “Tenners are legal so what’s the issue? And in our annual report we clearly say we pay people with money so we told you”. No, you need to declare how much the payments were and to whom.

    The legality or otherwise of EBTs has NO bearing whatsoever on the SPL investigation. They can be legal, aye right, and you can still be guilty of mis-registration of players.

    The clamor to investigate Juninho’s EBT strikes me as a case of “He did it too Miss. Belt him too” My understanding of the Juninho case is he was paid via an EBT AFTER leaving CFC to pay up his contract. He had left by then so no registration issue to see here. Move along. And even more, CFC declared this to Hector and took the tax hit. I stand to be corrected and if so please do investigate CFC.

    And a final thing. As a CFC fan I don’t want your tainted titles re-allocated. Simply deleting the winning of them from the record books will suffice. I can’t, nor would my Liver permit me, to celebrate these long past titles. Their day has gone. There is nothing to be enjoyed retrospectively. But if cheating has been committed the records must reflect this or the game is a (bigger) sham than it currently is. The correcting of the records will be the consequence of the cheating, not the punishment. If a player in any other sport is found to have deliberately cheated the removal any win would be the consequence. A ban would be most likely the punishment. Where’s the deterrent in saying, “If you cheat and we find out then we’ll take those titles that you wouldn’t have won otherwise from you. So cheat away and if you’re found out the worst that will happen is we will take what you win from you” ?

    Jacko.

    • Well put Jacko – I just wonder when ARE they going to get punished? As you rightly point out, changing the records will just be a consequence of the wrongdoing – not a punishment.

      And WHO gets punished? Surely, if the team that is proven to have fallen foul of the rules is acknowledged to be the team I saw wearing a strip with five stars on it yesterday (and I don’t mean Brazil), then I suppose it must be that team that takes the punishment. If it looks like… smells like … then it must be…

  18. Ernesider

    Rory has just won the PGA. Not sure if he is a Celtic supporter, but Well Done Rory and many more of them to you.

  19. Does anyone know the legal position on trying for a share issue for sevco when the company is still in administration with no clear view as to when it will be liquidated?

  20. Pingback: THE MANY MYSTERIES OF THE RANGERS FC SHAREHOLDING by Ecojon | Random Thoughts Re Scots Law by Paul McConville

  21. Curious

    Excuse me if this has been raised here before but could someone please clarify the status of the outstanding ‘loans’ made to employees via EBTs? If they are true loans then surely they need to be repaid and would therefore go into the creditors’ pot? If they are in lieu of wages then, contractual issues with the SPL aside, surely HMRC could demand backpaid taxes from both the club and the staff members?

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out / Change )

Twitter picture

You are commenting using your Twitter account. Log Out / Change )

Facebook photo

You are commenting using your Facebook account. Log Out / Change )

Google+ photo

You are commenting using your Google+ account. Log Out / Change )

Connecting to %s