How about a quick pop across to Rangers.co.uk?
Yes?
Okay then – here we go! (With my comments in bold)
———————————————————–
THERE has been growing speculation recently that an announcement from the First Tier Tax tribunal is imminent.
The Club has no knowledge of when such an announcement will be made. However, the Club as it now stands as part of The Rangers Football Club Ltd. has been informed by Her Majesty’s Revenue and Customs that any decision by the First Tier Tax Tribunal will not affect the operations of The Rangers Football Club Ltd.
I like the repeated references to “the club”. Just to make absolutely clear that the club exists, then, now and forever. Nothing to do with the “holding” company, so-called.
Mind you, when it comes time to sell the shares perhaps a different slant will be put on it, especially when it is pointed out that it is the holding company for the “holding” company in which shares are being sold!
It is quite correct to say that the FTT will not affect the former Sevco Scotland Ltd. Why should it? They are entirely separate legal entities.
You will also note that the club is referred to as “part of” the limited company. Presumably, a part that can be sold off although of course no one is suggesting that will happen.
This tax liability which is under consideration by the Tribunal is historic and was a matter for The Rangers Football Club plc (‘oldco’) which is in administration and will be subject to liquidation in due course.
The Rangers Football Club Ltd. is a corporate entity formed following the acquisition in June this year by a consortium led by Charles Green of the business and assets of Rangers, including the Club and its honours.
The Rangers Football Club Ltd was re-named after the acquisition. It however was formed before the acquisition. Otherwise, it could not have acquired the assets!
And as far as “the Club and honours” go, these were purchased for the princely sum of part of £1.
Unpaid tax liabilities led to the demise of ‘oldco’ and the EBT arrangements were part of ‘oldco’s’ liabilities. As HMRC stated in June when they decided to vote against the proposed oldco CVA, no tax liabilities relating to ‘oldco’ would transfer across to the new company. HMRC have recently reaffirmed this position to the Club’s tax advisers, Deloitte.
It did not need HMRC to confirm that, did it? However, HMRC would not reaffirm this to newco’s advisers without being asked – is this prudence, belt and braces, or was there a sneaking suspicion that, perhaps as a phoenix, HMRC might choose to purse newco in some way?
The Rangers Football Club Ltd. is a company free of external debt and all liabilities relating to ‘oldco’ are a matter for the administrators.
And so to the most important word in the statement.
“EXTERNAL”.
I wonder what it means by saying that it is a company free of all EXTERNAL debts? After all, Mr Green told Messrs Keys and Gray yesterday that the company was debt-free.
Surely the CEO did not make a mistake about this?
And if he did, then what could this “internal” debt be?
Is it a reference to money due back to the original investors? Or is it a reference to corporate transactions in a group structure, where the “football company” will owe money, perhaps for use of the stadium, to the PLC?
Bearing in mind this is an official statement on the official website, one imagines that a word like “external” would not be added in unless clearly intended?
The impending decision of the First Tier Tax Tribunal once again calls into question the validity of the SPL Commission into the use of EBTs. They are clearly a matter for the old company and The Rangers Football Club is trying to rebuild as a great sporting institution.
This paragraph is, with due respect to the anonymous author, as Oolon Coloophid would have described it, a load of foetid dingo’s kidneys.
The Tax Tribunal is directly nothing to do with the SPL Independent Commission under Lord Nimmo Smith. As I wrote many, many months ago it would be possible for Rangers to win the Tax appeal in its entirety, yet lose the SPL case. It could win the SPL case and lose the Tax case. The results are not dependent on each other although the evidence underlying each case is the same.
The preliminary decision of the Independent Commission in fact agreed with the submission that as between oldco and newco, it was oldco which was subject to penalties for rule breaches. However, and this point is totally ignored by the statement, the Commission considered that the club could still be punished for the rule breaches of oldco in connection with the running of the club. Accordingly, any penalty imposed on the club would impact newco, within which, as the above statement says, the club is now a part.
The biter bit; what’s sauce for the goose etc…
If Mr Green declared that, in fact, the club was a new entity, and one which did not have the history and baggage of the old club, then the SPL case disappears.
However, especially when trying to sell shares, Mr Green could not change the slogan from Rangers Then, Now Forever to Rangers Yesterday, Today, Tomorrow!
Posted by Paul McConville
Random Thoughts Re Scots Law by Paul McConville 
Big pointy chapeaux……,,brilliant!!!
Hey Paul, nice blog once again. I wonder why they keep banging on about the debt issue? I mean everybody knows by now that it’s got nothing to do with the new company! (Unless, as you point out, they had something to fear re the pheonix-ing issue). They must, however, be aware that the bampots will crawl all over this word “external.” I mean, why mention anything at all about debt in that case? “Debt? Oh no, no debt here. Oh, I mean, no “external” debt here”. It’s not as if debt in and of itself is inherently bad: it’s a perfectly sane and rational approach to business planning if managed properly and risk is assessed properly. And you don’t build your whole business plan on the largesse of a “friendly” bank to see you through. And you don’t play fast and loose with the tax laws of this country at the same time. It’s fascinating seeing, day by day, PR puff that seems to desperately scream “nothing to see here, walk on. Oh and please remember to spare some cash for our upcoming bonanza share offer”. It’s bizarre. And compelling.
@Paul
‘If Mr Green declared that,in fact, the club was a new entity, and one which did not have the history and baggage of the old club, then the spl case disappears’. Surely the spl would still have a case against the old club re. dual contracts, after all they still cheated their way to honours granted by the spl. Albeit the only sanctions the spl could apply would be stripping of titles. Or am I missing something?
Green’s tactic of appealling to the baser WATP instincts of his customers might well be his undoing should he have to choose between being Rangers FC 1874, or The Rangers FC 2012. By using this No Su**ender hype he has backed himself into a corner and can’t be seen to accept the loss of all that history and titles just to avoid any penalties, no matter how severe they might be. He’s created this siege mentality that so many of the bears seem to be revelling in and it’s that, more than anything else (certainly not reasoned argument), that has created this follow follow him without question mentality, without which his plans seem destined to fail.
Hi Paul,
On the ball again and cut right through the centre of the nonsense continually being spouted from the other side.
I’m convinced that Chuckles is beginning to get a bit of a ‘sweat on’ now all the ducks are starting to line up, there is so much negative announcements due that he may find himself holding the baby and his pockets not nearly half as full as he would have wished….well, the Klan aren’t exactly known for their tolerance, are they?
Well! An official statement from “the club” and no mention of “history”!
What we have is the “acquisition of assets of Rangers … including its honours.”
Are they now saying they have acquired the trophies as assets only, and have no history of actually earning them?
BOOM!!!!!
Back on the 12 June 2012 HMRC issued a Statement on Rangers Football Club which stated:
“A liquidation provides the best opportunity to protect taxpayers, by allowing the potential investigation and pursuit of possible claims against those responsible for the company’s financial affairs in recent years. A CVA would restrict the scope of such action. Moreover the liquidation route does not prejudice the proposed sale of the club. This sale can take place either through a CVA or a liquidation.
So the sale is not being undermined, it simply takes a different route. Liquidation will enable a sale of the football assets to be made to a new company, thereby ensuring that football will continue at Ibrox. It also means that the new company will be free from claims or litigation in a way which would not be achievable with a CVA. Rangers can make a fresh start.”
Which is clear “the new company will be free from claims or litigation” & “Rangers can make a fresh start”.
It surprises me that Charles Green via Deloitte has gone to the length of getting this reaffirmed by HMRC.
It would have been a very different situation if the CVA had gone ahead, the debts as they stood at the time would have been cleared, but Charles Green may have had difficulty in escaping the outcome of the First-Tier Tribunal scot-free.
I think it is also clear from the statement that Charlie has had sight of the FTT decision.
The statement says that they are unaware of when it will be released, not that they have no knowledge of its content.
No doubt D&P would have provided him with a copy.
I think I have finally cracked it! Charles Green must be playing this game show:
Really does sum up the Scottish media, doesn’t it?
One of the key issues here is exactly what was agreed to before allowing Sevco into Div 3.
There was lots of talk of them being forced to agree to pay off oldco’s debts and take their punishments for their cheating. But I don’t recall it ever being made public what was formally agreed to.
By the sounds of this statement and the general actions of Mr Clown Green Sevco think they can still get away without facing up to their responsibilities.
They have no honour.
They have no shame.
It is Scotland itself which bears the shame.
Never let it be forgotten:
“This has to be said about Rangers, as a Scottish Football club they are a permanent embarrassment and an occasional disgrace. This country would be a better place if Rangers did not exist.”
Ian Archer (journalist, 1970s),
Why would someone, who’s previously said they have no debt, now say they have no ‘external’ debt?
I mean, we all know that Charlie’s an urine ‘extractor’, and that he talks a load of ‘excrement’. But, to suddenly start using ‘external’, when referring to debt, seems odd.
Who knows, maybe the mention of ‘external’, might just be the catalyst, that leads to the ‘internal’ combustion, of Charlie’s ‘Get Rich Quick’ plan? But, then again, i’m sure some The Rangers fans, will probably think it means they’re not in debt to any Catholics, only to Protestants.
Seriously tho, if the debt is internal, are The Rangers legally obliged to disclose it, in their Prospectus? If not, then that, coupled with the over estimate of the assests, would catastrophically distort the ‘net assests’ amount. Which would be totally misleading, to any potential investors. Why would Charlie want to do that? Hmm…
Oh, and Oolon Colluphid, or ‘Oolon Coloophid’ as Paul calls him, wrote a book called ‘Everything You Ever Wanted To Know About Guilt But Were Too Ashamed To Ask’. But saddly, I don’t think Charlie will be endorsing it any time soon.
Rangers know that they can no longer stop the tide of bad news coming their way. They are now reduced to issuing bizarre pre-emptive disclaimers, in the guise of responding to unattributed “growing speculation” (FTTT) or “renewed speculation” (shareholders). These open letters take the form of vaguely, but stridently, refuting/defending/claiming something.
Charlie has been found out and he knows it. The MSM also know it. It is no coincidence that Glen Gibbons and Graham Spiers are now speaking out. Charlie is in a race against time. Will he escape with his bucks intact before the remnants of the House of Murray come crashing down about his ears?
What we are hearing from Rangers is the sound of panic.
@JohnBhoy
When reading your post, I couldn’t help but visualize:
Enjoy…. http://www.thecelticwiki.com/page/Rangers+-+quotes
@ JimBhoy
I was particularly interested in the bit about the ‘cheeky chappie’ revealed in all his inner rotteness by none other than Terry Butcher describing in particular how Jimmy Bell the club boot boy treated Mo Johnstone while his room-mate Allie did nothing.
Tel stated in his autobiography: “”Next day, the club wanted the Scottish and English players to hold a press conference to tell the media what a good signing he was. There was no problem as far as Ray Wilkins, Chris Woods, Mark Walters, I and some others were concerned. But the Scottish players – Davie Cooper, Ian Ferguson, Ally McCoist, John Brown and the rest – declined because they had received so many calls from friends telling them not to become involved.
“Jimmy Bell didn’t want to become involved at all. Mo roomed with Ally McCoist, as he had done for the national team, and it was Jimmy’s practice to put fresh kit outside everyone’s room for the next day. But he refused to do so for Mo, just leaving Ally’s, forcing Mo to go down three flights of stairs to the kit room to fetch his gear.
“Mo did so stoically and without complaint. In fact, in the end he made a joke about it. But this was a complete upheaval for the club. Even at meal-times there were a number of Scots who would not sit with him.”
http://www.heraldscotland.com/sport/football/how-green-turned-blue.19293636
Just read the above which is another Rangers PR piece by Herald chief sports writer Michael Grant fawning over Allie. With regards to Tel – Allie states: “Terry is a perfect example of that. He loved his time at Rangers and we loved having him at Rangers because that time was legendary in Scottish football and for us. It said a lot for Rangers, and the Scottish public as well, that big figures like that came up and were drawn into the whole thing in a positive way.”
Would appear that neither Allie nor Grant have read Te’s autobiography or are suffering collective amnesia. Just keep saying things are fine and we won’t need to recognise let alone deal with the nasty stuff.
Oh, it’s all in the past you say. Oh really, what about the recent demands of the Rangers faithful for Tel to be removed from their Hall of Fame – not a mention in Gran’t cringeworthy article and what a wonderful opportunity for Allie to support Tel. Nothing changes!
BDO “Bring On Death” The Grim Reaper may be given the go ahead by Lord Hodge today to start the liquidation process of Rangers. How apt it would be if the halloween spooks were to be unleahed on the dying carcus tonight of all nights. Happy Halloween.
I think the easiest way to judge the level of panic really is to listen to Chico – he is not only in love with his own voice but keeps testing our useless MSM by making more and more outrageous statements wondering where their credulity line lies.
He start’s off with his I’m only here for a year to fix things and go – we are never told what he would regard as job over but then it switches to Zadoc the Priest being played at Ibrox and when none of the media laugh in his face he ups the ante to winning the UEFA Championship League.
By now anyone else would have been taken away by the men in white coats.
But I’m beginning to think that in the absence of any responsibility from the MSM that perhaps the London Stock Exchange and the FSA might be starting to wonder about corporate governance in this new AIM flotation.
Especially when chico basically states he is Rangers and he makes the decisions: Oh Yea? Do the Board or the Shareholders get any say in things? And what about the non-execs will they be able to stand up against Green and his bombast?
I wonder what the likes of Ahmad and Stockbridge think about the statement although I suppose it’s possible that at a future dat it may be be helpful to say: ‘Not me Guv! I knew nothing about it.’
One can only wonder whether any votes will ever be taken although I have heard that Zadoc the priest will be played on a loop during board meetings to provide inspiration 🙂
I like Charlie. He has been sent by Zeus, ruler of Gods, to plunder and punish Hades. His chosen earthly persona is a comical Frankenstein amalgam of capitalist and jester. This contradictory facade manifests itself in his speech and behaviour: liquidation will kill Hades and a new child of Zeus will come forth!, Liquidation allows Hades to breathe again!; I will be gone soon, I will stay forever; I accept the punishment as it is right and fitting as foretold by Zeus, I oppose the punishment as it is an abomination to Zeus; Arif the God of Increased Liquidity worships the epicentre of Hades’ Underworld and brings riches beyond belief in tribute, Hades’ Underworld is outwith Arif the God of Increased Liquidity’s core geography; Charlie seeks monetary presents to rebuild the great Underworld as a gift to Hades, Hades has no need of foul lucre; Charlie has but little knowledge of the one you call Craigie The Saviour, Charlie and his fellow Demi-Gods have met the one you call Craigie The Saviour loads of times; business is business and Charlie does not pretend love for Hades; I love Hades and will lay down my life for Hades! I will miss Charlie Two Faces when he goes.
Have I read into this statement something that is not there?
“The Rangers Football Club Ltd. has been informed by Her Majesty’s Revenue and Customs that any decision by the First Tier Tax Tribunal will not affect the operations of The Rangers Football Club Ltd.”
With my cynic’s hat on, I read this as saying that the FTT decision will not affect Newco – but it says nothing about how subsequent HMRC decisions may affect Newco.
The FTT decision either upholds the HMRC’S EBT judgement or it does not. If the FTT finds in favour of HMRC, it is for HMRC to decide how best to chase the money owed. So HMRC decisions relating to this matter may have major affects on Newco – which Chico would rather the Bears don’t think abouit too deeply.
HMRC’s options seem to be a sumptious pick’n’mix available including: challenging D&P’s every move, leaning on BDO to reverse the sale, stopping the IPO in its tracks, pursuing individuals for repayment, asking many difficult questions about ownership/deeds/directors/investors and generally making Chico suffer a death by a thousand cuts.
Just a thought !
@ mcfc
I remember a scam way back in pre VAT days with a purchase tax fiddling ring which Customs & Excise broke. They were after the Mr Bigs and got statements from those further down the chain with letters of indemnity that they would not face penalties or criminal court action for their misdeeds as long as they gave evidence and paid what was due.
And Hector kept his word but just over a year later the Tax Man came knocking on all the doors and when the indemnity letters were produced the Tax Man smiled sweetly and said ah but we didn’t give any indemnities – there was much wailing and gnashing of teeth but it proved to me at a young age that there are an infinite number of ways to skin a cat and things are seldom as obvious as they appear to be on the surface.
I am sure that newco will learn that lesson in due course 🙂
@eco
I remember reading an analysis of “a bridge too far” at Arnhem. It concluded that there were five critical success factors and only a 50% likelihood of success for each. So the there was only a 1 in 32 probability of the whole exercise being successfully.
Chico’s no fool, so I bet he has a similar estimate of his chances of walking away with a reasonable pay-off with the nutter Bears still on side. And it must be looking pretty grim:
Get IPO done before Xmas,
keep HMRC at bay
keep SPL at bay,
keep CW at bay,
keep Nimmo Smith at bay,
keep investors quiet,
convert £17m “pledged” into £20m sold.
I’d guess the chance of some of these is around 10% so we are talking 1 in thousands. But what else can he do but plough forward and keep the nutters thinking he’s on their side.
@mcfc
I think the biggest mistake that chico might make is thinking he can fleece the bears and walk away with the money and remain unscathed. Or possibly he has actually picked up enough of the club history to know problems could lie ahead although I really doubt if he is fully aware of the extent.
But the almost frantic attempt to bring Smith on board might be a sign that he wants to have some kind of defensive wall built around him to protect him from his own fans.
On the button ecojon. Charlie will perform a sleight of hand, switch the season ticket money for the float and HEY PRESTO! be gone, but not before he feigns a “sound financial footing”, reinforced with “Rangers-minded people”, and a voice on a board for the fans. Job done, earlier than expected, will be his rationale to the multitude; exhaustion and ill-health his legal excuse.
@JohnBhoy
Yea but remembr he says there will be two Boards. The Plc one and the football club one anf the fans only get a seat on the latter with Ally – shows you how much power it will have 🙂
@eco
You must have a cynic’s hat as well. Smith is the perfect invisibility cloak for Chico’s “reluctanct” but brisk exit.
Charlie Boy appears at the SPL Judicial Panel
LORD HODGE LIVE
http://local.stv.tv/glasgow/197663-rangers-administrators-to-formally-appoint-liquidators-of-oldco/
Couple of tweets from Paul
Paul McConville @Paulmcc12
Collyer Bristow – lawyers for oldco #rangers oppose administration ending
Paul McConville @Paulmcc12
Why would CB oppose end of #rangers admin? 1 to stop liquidators coming in or 2 to try to strike at D+P court actions re them?
Was it predicted that they would be liquidated BEFORE the FTT Case was announced? Is it significant?
Someone from the BBC News Department, should tell someone from the BBC Sports Department, that this is the current situation – http://www.bbc.co.uk/news/uk-scotland-glasgow-west-20141946 – and not the tripe they keep peddling.
Are the Internal Debts they are alluding to not the interest thats accruing from the loan they gave for the purchase of the company?