DUFF and Phelps, Administrators of Rangers Football Club, today (Tuesday 21^st February) issued the following statement.

David Whitehouse, joint administrator, said: “Since being appointed administrators last week there has been widespread concern raised with us, not least by Rangers supporters and season ticket holders, about the agreement between the Club and Ticketus.

“Following information received, it is now apparent that the proceeds from the Ticketus arrangements amounted initially to a sum in the region of £20 million plus VAT. Subsequently, £18 million was transferred to the Lloyds Banking Group.

Was the information, as was suggested over the weekend, from Collyer Bristow? Or was it from Mr Whyte, who was described by the administrators as “co-operating” with them. Not so much as to tell them where the Ticketus money was, it would appear!

The apparent role of Collyer Bristow is worthy of attention, I feel. Before I start, I am sure that they have fulfilled all of their obligations and duties regarding client identification, checking of sources of funds and conflicts of interest, but there are some issues that, to a lay observer, might seem worthy of note.

The administrators had suggested they were getting information from “Rangers’ former lawyers”. Gary Withey, a partner in Collyer Bristow, is Company Secretary to Rangers Football Club PLC (in administration). He personally, and his firm, have been acting for Rangers, as I will refer to the PLC. For example, he was the person who, on Rangers’ behalf, sent a formal complaint about Messrs Levy & MacRae to the Scottish Legal Complaints Commission, alleging that L&M were themselves acting in a conflict situation. This complaint was made despite L&M having produced clear expert opinion that its behaviour was entirely appropriate, and that information not having been passed by Mr Withey to the SLCC.

In addition, it is understood that Mr Withey was responsible for the choice of Edinburgh lawyer for Rangers in the Martin Bain case, the original choice, as it turned out, not being up to the high-powered team assembled by Peter Watson of L&M for Mr Bain.

As well as acting for Rangers, Collyer Bristow act, as far as has been made known, for Rangers FC Group Ltd. That company, referred to as Group, has its Registered Office at Collyer Bristow’s address.

Collyer Bristow may act personally for Mr Whyte and for his Liberty Capital Ltd company.

As the suggestion re Ticketus is that season tickets belonging to Rangers were sold off by Mr Whyte, with the proceeds going to Group to settle the Lloyds Bank debt, does this not, I have been asked, present a potential conflict?

If one company on a group transfers assets to another, then the paper trail has to be transparent. It is not for directors to shift funds and assets around without good cause and proper records. After all, the directors run the company in the interests of the shareholders.

What legal advice did Mr Whyte, who assured us he had such “high-powered” assistance, receive regarding the Ticketus deal? Was this provided by Collyer Bristow, and if so, to whom?

Might they have advised Mr Whyte in each capacity?

If indeed Mr Whyte/Rangers/Group was advised by Collyer Bristow on this point, was that advice followed?

These matters might well be examined by the administrators as the insolvency proceeds.

Back though to the administrators – they conform that £18 million went from the Ticketus pot to Lloyds. This establishes conclusively, I think, that Mr Whyte did not get a discount on the debt deal, which for a company apparently facing bankruptcy seems rather odd. Distressed debt is discounted debt, at least in a normal situation.

How do Rangers books reflect this? We would seem to have a situation where (1) Rangers’ season tickets are sold off; (2) Ticketus makes the payment to Group, either directly or to its solicitors, Collyer Bristow; (3) Rangers sells season tickets to its fans, as agent for Ticketus and (5) remits what it has collected to Ticketus.

How can the books show Rangers paying Ticketus? Or has some creative accountancy been deployed to effect the transaction? Is this why Grant Thornton would not sign off on the audited accounts?

“The application of the remainder of these proceeds is subject to further examination.

Good.

“We are now investigating all the circumstances surrounding both the purchase of the majority shareholding in Rangers Football Club plc and the flow of funds which stemmed from the transaction and were intended to fulfil the purchasers’ obligations at the time of the sale.

A couple of points here – the first may be a trivial one, but the statement, copied verbatim above, refers to the “purchasers’ obligations”. Purchasers – plural. As far as we have always believed, the “purchaser” was Group – a single entity. I suspect that my observation is simply grammatical pedanticism.

As a second point however, an administrator would not normally be investigating the acquisition of a company. This is unusual, unless, as might be the case here, the concern is that the purchase is closely connected with what went wrong in the company.

“We cannot comment further on these matters while enquiries continue.”

And quite right too. If there is potential criminality, then the administrators need to be very careful about what they say. They will not want to prejudice any criminal investigation by making public statements regarding criminal allegations.

However, this could be a factor which allows the administration process to drag on and on. If there are concerns about possible criminality, then the party or parties suspected would be entitled to independent legal advice before being questioned. The advice might be that, in an effort to avoid prosecution, no answers should be given till any criminal case is closed.

There remains a right against self-incrimination (although there is European case law regarding the powers of government inspectors to demand answers in insolvency inquiries – that’s for another day!)

How easily will the administrators be able to lay their hands on information of the parties they would wish to question, being the present and former directors of Rangers and Group, for example, receive advice to say nothing?

We are a long way from any criminal proceedings, if they ever commence, and these comments should not be taken as an implication that there has been any criminality at Rangers but the UK does not have a good record on dealing with criminal matters in the context of corporate “dodgy dealing”.

Cases take an extraordinary length of time to reach court, and almost the same time again, it seems, for a trial to progress.

Whilst the American system is held up as an example of how quickly matters should go ahead, a la Enron, cases such as that of Conrad Black, and “Sir” Allen Stanford still take a long time. In Scotland too, where any case could take place, it is a common complaint of defence lawyers that the prosecution takes cases till the last minutes for proceeding with them.

In conclusion, this is an excellent report by the administrators, allaying fears that their “softly softly” approach is not in the interests of the creditors. It makes quite clear that, whether or not they are permitted to speak to Craig Whyte, for the reasons mentioned above, they would proceed without fear or favour in their task.

However, there followed the Wednesday statement, of which more later.

It is of note that this is the first statement by Mr Whyte since administration which is not published on the Rangers website.

As before, Mr Whyte’s statement is in bold, with my comments below in plain text.

STATEMENT ISSUED ON BEHALF OF CRAIG WHYTE – TUESDAY 21 FEBRUARY 2012

Craig Whyte today promised that if he emerges from administration still in control of Rangers FC that he will give immediate consideration to gifting the majority of his shares to a supporters’ foundation.

I might be accused of nit picking (as indeed I frequently am) but maybe someone should tell Mr Whyte that he is not in administration, but that the company, Rangers Football Club PLC is. There are many things Mr Whyte might emerge from, but administration is not one of them.

It is good to see that he will “give immediate consideration” to gifting “the majority” of his shares to a supporters’ foundation.

I will now give immediate consideration to ringing for a chicken vindaloo from my local takeaway…I will now give my immediate consideration to mounting an expedition to climb K2…I will now give my immediate consideration to giving up writing about Mr Whyte for Lent…

Right. I have given all those matters my “immediate consideration” and decided not to do any of them…

Where was I? OK – on with the statement.

And he provided detailed answers to the blizzard of questions and allegations that have surrounded his decision to put the club into administration a week ago.

Detailed answers! Brilliant! I am looking forward to this!

TICKETUS:

On the Ticketus arrangement he said that, it was ‘without any shadow of a doubt, the best deal for Rangers.’

The best deal for Rangers…is that Rangers Football Club PLC (now in administration) or Rangers FC Group Ltd?

The Ticketus funds, which amounted to £20m plus VAT, was agreed as bridging finance while negotiations with HMRC were under way to try to reach a compromise on both the ‘wee’ and ‘big’ tax cases.

Now we have clarity regarding the Ticketus deal – £20 million plus VAT – that amounts to £24 million, £4 million of which to be remitted to HMRC as VAT.

“Bridging finance” – an interesting description. Normally that refers to funds needed to “bridge the gap” between funds having to go out, and other money coming in. For example, if a person was buying a new home at the same time as selling their old one, but the sale was only to proceed a few days after the purchase, banks would lend funds for a few days to allow the purchase to go through. Open ended bridging, where there was money needed to pay the purchase price, but where the sale had not been agreed, was frowned upon and now, as far as I am aware, it does not exist. The risks for the lender are too high.

The use of the phrase “bridging finance” would suggest that there was money coming to Rangers at some point, but that, in between times money was needed to pay HMRC.

It is interesting to see that the terminology coined by RangersTaxCase.com is now used by Mr Whyte (or his PR people) bearing in mind that he once referred to the RTC site as “99% crap”.

So Mr Whyte needed these funds to bridge the HMRC situation? That makes no sense.

I also like the suggestion of “compromise” regarding both cases.

The Big Tax Case was under appeal and no decision is released yet. The sale agreement allowed Murray International Holdings to deal with the appeal, not Mr Whyte. What was he trying to “compromise”?

As for the “Wee Tax Case”, Mr Whyte’s Shareholders’ Circular agreed that he would settle this. He did not do so. The funds were arrested in Rangers’ bank. It was thought they had been remitted to HMRC having been arrested for sufficient time, but, at the last minute, there came a rumour of an appeal.

Compromise? As I believe some football fans might say – Craig Whyte, you’re having a laugh!

Mr Whyte said: ‘The arrangement with Ticketus – which was a three-season deal NOT four, as has been reported – was originally to provide additional working capital as had been the case previously under the old board. My corporate advisors came to me with the proposition that it was entirely possible, as well as highly beneficial, to negotiate a deal with Ticketus that would allow us to complete the takeover and maximise working capital for the club’s day-to-day business.

Ticketus “was” a three year deal, says Mr Whyte. He says that it was not a four-year deal. That actually fits with reports. It “was” a three-year deal, and then, after Rangers could not pay the first payment to Ticketus in full, it became a four-year deal.

In addition, the MG05 form, which was intended to release the season tickets from the floating charge, was for four seasons.

The deal was “originally” to provide “additional” working capital – so not bridging finance then. Who were the “corporate advisers”? Were they from MCR LLP, now part of Duff & Phelps? Mr Grier of MCR, now Duff & Phelps, was definitely around Mr Whyte a lot at the time of the takeover.

The Ticketus deal was to allow him to “complete the takeover” and “maximise” working capital for the club. Why then did the administrators say there was no trace of the Ticketus funds coming into the Club? He previously denied that the Ticketus money paid for the purchase – and as the price was £1 one would hope he did not need a loan for that.

‘The Ticketus deal was by far the best way to protect the club given the circumstances in that they have no security over any assets. The only person at risk from the deal is me personally because I gave Ticketus personal and corporate guarantees underwriting their investment; the club and the fans are fully protected. In terms of exposure, I am personally on the line for £27.5m in guarantees and cash.

Ticketus have no security over assets? But they do have right to over half of the Rangers’ season tickets over the next three years! However it is interesting that Mr Whyte identifies that he has given personal and corporate guarantees. Strictly of course a corporate guarantee is by the company, not him.

What does he mean when he says he is “personally on the line for £27.5 million in guarantees and cash”? Which of his companies has the funds to provide such a guarantee? Does he have sufficient personal wealth to do so?

Perhaps his bullion trading was very successful!

In the same way as James Randi offers a $1 million prixze to anyone who can demonstrate paranormal abilities under labaoratory conditions, someone might choose to make a similar offer to someone who can identify a company of Mr Whyte’s which has made the money needed to underwrite such a deal?

‘By any stretch of the imagination that is a very substantial commitment to the football club of which I have been a supporter since I was a boy and dearly wish to see through this crisis so that Rangers emerge as a financially fitter and stronger institution. I am the biggest stake-holder in Rangers and I face huge financial losses personally if the restructuring fails or is not allowed to proceed.

A £27.5 million commitment is a substantial one, no doubt. Unfortunately Mr Whyte’s wishes to keep his cards close to his chest previously, and even now, leads a casual observer to be sceptical. He faces “huge losses personally”. He is a venture capitalist – that is what they do – he has never denied, as far as I am aware, that he went into the deal to make a profit.

In addition, as Rangers’ assets were shown on its last balance sheet, issued back when dinosaurs roamed the earth I believe, as well over £100 million, was it such a dreadful risk to pay £1 to buy the club and £18 million to pay off debt, and as a result become the 85% owner of the company? Even with the tax cases looming, that still seems a good deal on paper. Almost a “no lose” affair, especially with the floating charge available to him.

Interesting too that he refers to “restructuring”. I suppose a CVA could be called that, although, to my mind, it suggests a more tangible move, such as a pre-pack.

I like the suggestion of the risk he faces “if it is not allowed to proceed”. Bearing in mind that it would be the court, the administrators or HMRC which have the power to block rescue plans, he ought not to be getting short with any of them.

‘Despite the frenzy of media speculation and misinformation everything I have done has been with the best interest of this football club at heart. Any suggestion that I am trying to make a fast buck or have indulged in illegal manoeuvring is clearly ludicrous.’

As he did in his “farewell” statement, he talks about misinformation. Nature abhors a vacuum and as a result, when Mr Whyte’s affairs are under a blanket of silence, the gaps will be filled by diligent research, such as that done by Phil Mac Giolla Bhain, RTC, the Battered Bunnet, Billybhoy68 and others, together with the more fanciful speculation of the press.

I may be naïve in business matters, but I fail to see how selling off 3 or 4 years of season tickets for working capital now is in the best interest of the Club, especially when the money never makes it back into Rangers!

I also do not think people are accusing him of trying to make a fast buck. A venture capitalist is looking to make several million fast bucks. Their aim would never be so low as only to look for one!

As far as “illegal manoeuvring” goes, I note that the phrase he used in his last statement was “criminal wrongdoing”. Are these synonymous or is there nuance which suggests that activities could be one and not the other?

As matters stand, bearing in mind the involvement of Strathclyde Police and Crown Office, of the administrators and of the Court of Session, it is not for Mr Whyte to tell people what is, or is not, ludicrous.

PROOF OF FUNDS:

As far back as November 2010, at the start of the takeover plans and long before there was any discussion about approaching Ticketus, Sir David Murray and Lloyds Banking Group were provided with – and were satisfied with – proof of funds amounting to £33m. It was several months later, when negotiations were still on-going that the proposed Ticketus deal – ’100% the best deal for Rangers’- was mooted.

This is a poser. Mr Whyte was not a director of “Group” until 8^th March 2011. As it seems all along to have been intended that Wavetower, which became ”Group”, was to buy Rangers, why did he wait so long before he, and Mr Betts, came on board on the same day?

If it was four months earlier that “proof of funds” was given in the sum of £33 million, where did it come from, and where did it go? If Mr Whyte had £33 million of his own money as “proof of funds” as he says here and as he told Tom English, then why did he need the Ticketus cash? £33 million allows Mr Whyte to pay off Lloyds Banking Group in full, pay MIH £1 and have nearly £15 million left over for running costs. At the rate of £3.5 million per month, as Mr Whyte described it, those funds would, without any other income, have kept the club going for around four months, and indeed would have been more than enough to plug the £10 million “worst case scenario” gap.

Few businesspeople, even very successful ones, have access to ready cash of that amount.

His solicitors, Collyer Bristow, would need to be satisfied as to the source of the funds, in terms of the Money Laundering and Proceeds of Crime legislation (which is not to suggest that these funds were either, simply that lawyers must consider all payments in light of those rules).

“100% best deal for Rangers” – as mentioned before – which Rangers?

“There is nothing irregular or untoward about it, much as certain sections of the press would like everyone to believe,’ said Mr Whyte. “In business terms it makes perfect sense and is the best possible deal for the club.

OK. The best possible deal for the club. My simplistic analysis, and thankfully those far cleverer than I am, have looked at the figures and declared that to be nonsense. Perhaps, as the administration make progress, we will get the clarity on that issue denied by the absence of audited accounts and an AGM?

“I regret now not making the arrangements more transparent, but at the time I regarded it as I do with all my other business dealings, as a confidential transaction. In retrospect I should have been completely open about it, but I’m not sure Ticketus would have been very happy about their confidentiality being breached. In any event, the deal was, and still is, fully guaranteed by me so the accusation that I paid the bank debt without any personal financial commitment is just plain wrong and quite ridiculous. This was a way of trying to maximise working capital for the club.

We are back again at the working capital argument, the bridging finance tag having disappeared. This is a sale of tickets, which Rangers will sell to customers as agent for Ticketus, and remit the appropriate funds to them.

Mr Whyte has still not explained how Rangers managed to get to the position where they could not pay the first instalment, leading to the fourth year being added to the deal!

Has he “guaranteed” the sale? It is ironic that, even as he mans that he ought to have been more transparent he still refuses to give any details about which of hs companies is involved.

In addition, despite his concern for Ticketus, as a PLC Rangers would have needed to disclose the Tuicketus deal in its accounts. His desire for secrecy and the still limited openness of the PLC structure are clearly very much at odds with each other.

I ask again. If he had £33 million, why get £20 million from Ticketus, unless, having proved he had the £33 million, he had no intention of actually putting it in to the Club.

“It also has to be remembered that this was not me working alone and in isolation. I hired top-rate corporate, financial, legal and tax specialists to guide me through this process and when you’re paying for that kind of advice, it would be daft not to follow it.’

An unkind person might ask how many of these top advisers have been paid, but that would be unfair.

I will post next about a situation regarding the Tixway case which contradicts what he says here, but I will leave that for another post.

£9M PAYE AND VAT ISSUE AND THE BIG TAX CASE:

Craig Whyte explains: ‘It is simply not true to say that Rangers or I have reneged on paying these liabilities since the takeover. The truth is that around £4.4m of the £9m demand is, in fact, the ‘wee tax case’, including penalties, and which is in dispute. We offered to pay £2.5 million of the PAYE and VAT up front with the remainder at £500,000 a month, but HMRC flatly rejected that.

This is extraordinary. Mr Whyte’s position seems to be – Rangers do not owe £9 million in tax since I took over 9 months ago; it is only £4.6 million! In addition we are challenging the £4.4 million wee tax case, which I accepted in May I would pay.

As he said elsewhere, it was untrue to say that Rangers owed £5 million of VAT. He did not, in that statement say how much they owed however!

And the bare faced cheek and arrogance of the man shines through with his suggestion that Rangers would pay the admitted (for now) £4.6 million at one payment of £2.5 million UP FRONT!!!  with the balance at £500,000 per month. The implication is that, having deducted PAYE and National Insurance from wages, and having collected VAT, he was going to sit on it till a further four months had passed, meaning that it had taken him over a year to bring things up to date. I see what HMRC “flatly rejected that”. I know from personal experience, though on a much smaller scale, that when HMRC gets its teeth into you, it does not let go, and idiotic offers like the one Mr Whyte refers to do not help.

The answer, I suspect, to his proposal would have been – why have you not given us money which was never yours, Mr Whyte? The bank of HMRC is not one which intends to be on the High Street ever!

I also like the narrow interpretation. Neither he nor Rangers have “reneged” on paying liabilities for tax. In fact, he hs. He agreed to pay the wee tax bill, and is now, many months later, disputing it! If that is not “reneging” I do not know what is.

‘On the big tax case – and, of course, no-one yet knows whether that has been won or lost or how much the liability would be – we wanted HMRC to confirm that they would accept repayments of £2.5m a year if we lost. But again they said, “No”‘.

Mr Whyte is correct that the outcome of the Big Tax Case is not known yet. However it would have been prudent for Rangers, either before he took over, of afterwards, to make some provision for losing it. As I have mentioned before, Rangers would have “won” the case is the Tribunal decides that in fact it owes £1 less than the assessments. However that “victory” would be worthless. I cannot see Rangers walking away with nothing to pay. The amount will be many millions.

Let’s imagine the conversation for a minute though.

CW                  –           Mr Hector, I know that we owe you £9 million, half of which I agreed to pay but I have now changed my mind about. Let’s just ignore that £9 million for just now, ok?

Mr Hector       -           I don’t really think we can ignore £9 million Mr Whyte, but carry on…

CW                  -           (Thinks – this is going well) We’ve got this big tax case on the go, and we don’t know how it will end, but just for a minute, imagine that you win, ok?

Mr Hector       -           I will imagine that result, and I have no great doubt abut it. As Ms Jessie J would say “It’s all about the money”. I think we are just waiting for an amount. What, pray tell, do you propose, bearing in mind the sums due could well be in excess of £50 million?

CW                  –           (Leaning across desk and lowering voice to a whisper) We’re both men of the world, aren’t we? Here’s the plan. £2.5 million a year till it’s paid off. You can’t say fairer than that.

Mr Hector       -           (Eyes bulging in astonishment) Did you say £2.5 million per year?

CW                  -           Like the look by the way! Look, how am I meant to win titles at Rangers if I hae to pay all the bill, and after all, most of the people who got the dodgy money have left and indeed I have fallen out with almost all of them! Look, if it’s £25 million, that will only take 10 years to pay! If the result is £2.5 million, we will get it cleared in a year. It costs us £3.5 million am month to keep Ibrox open. You cannot seriously expect us to pay more than £200,000 per month towards the bill. I’m doing my best here!

Mr Hector       -           NO!!!!!!!!!!!!!!!!!!!!!!!!!!!!

(The above conversation is entirely fictional and should not be taken as referring to any serious individuals).

Given that HMRC had seen fit to reach agreements with huge corporations owing far more than Rangers – Vodafone, for example – it was difficult to understand why they were being so inflexible unless, of course, they were simply determined to make an example of Rangers.

A fine appeal to the Rangers fan here. Vodafone “got away with it” so we should too. Perhaps one of his expensive advisers could explain the differences between the Vodafone situation and Rangers to him.

The time for negotiation was really long before Mr Whyte came on the scene, but now that the Tribunal has run its course, why should HMRC reach a deal with someone as obstructive as Mr Whyte?

His stance also smacks of the driver pulled in for speeding who complains that even though he was speeding, other people were going faster. That argument does not work!

Of course HMRC want to make an example of Rangers. Otherwise businesses would think they could get away with the same tactics, with ruinous effects for the economy!

“In these circumstances it would have been far too risky to pump further funds into the club while the result of the EBT tax case remained unresolved.

It would have been too risky to put more money in, but it was alright to put in the Ticketus money, guaranteed by Mr Whyte? I don’t think that makes sense.

“People need to understand that the big tax case has had, and continues to have, a huge bearing on Rangers’ future and that I have done everything in my power to safeguard the club against the possible outcomes which could have included the possibility of Rangers being forced into liquidation. Anyone who pretends that this has somehow been my goal is either a fool or has a particularly sharp axe to grind.

What has Mr Whyte done to safeguard Rangers from liquidation? He has not put in money. That would be the best way of keeping the club safe.

In recent interviews going back to last year, Mr Whyte has mentioned that “administration was always a possibility”. Liquidation is a possible effect of administration. By his own words he is condemned. It takes only a prudent businessman to contemplate liquidation here.

“Remember also, that HMRC had frozen some our bank accounts while we were in dispute. On top of that we had other funds frozen because of legal claims by certain former members of the board all of which contributed to why we fell into arrears on our monthly PAYE liabilities.

HMRC froze the bank accounts because Mr Whyte promised to pay the debt in relation to the wee case. He then reneged on the deal. He was free to negotiate this one with HMRC but he refused to do so.

He blames the arrestments for falling behind with PAYE.

In October Mr Whyte gave an interview to Tom English. There was the following exchange:-

TE                   -           So what about all your cash flow, then?

CW                  -           The arrestments by Bain and McIntyre don’t help, but we’re fine.

TE                   -           No issues about paying your bills?

CW                  -           No.

Now he seems to be saying that that was the reason for the problems. Mr Whyte’s credibility seems to have been assessed very well by Sheriff Ross in the Tixway case, where he described Mr Whyte’s evidence as “wholly unreliable”.

And if things were so tight, why not sell Mr Jelavic for the reputed £9 million offer in August? Why not try to sell more players to get the wage bill down and capital in?

Why give players extended and more lucrative contracts?

“Negotiations with HMRC about trying to reach a compromise on the EBT case continued right up until the very last minute, but HMRC would have none of it – if they had, that would have released further funds and we could have avoided administration. I understand why the fans are angry and believe that I am to blame, but in the position we find ourselves in meant that administration was the only option.”

Mr Whyte accepts the blame will not be the heading. In fact I missed that the first two times I read this!

I fail to see how a compromise would have released further funds – HMRC had not arrested £10 million, for example!

HISTORICAL FINANCIAL PROBLEMS:

“The fact is that Rangers, had they not gone administration now for the reasons I have given, would have done so some time in the future whoever the owner was because they could not go on funding losses of up to £15m a year. People seem to forget that the previous board under Alastair Johnston were talking seriously about administration two years ago. If things had turned out differently with HMRC, then I seriously believe I had the correct plan that would have avoided administration and put Rangers back on a sound financial footing.

The deficit has gone up from the £10 million he identified to £15 million. Perhaps that includes the £5 million he contracted to pay towards transfer fees each summer?

When Mr Whyte refers to things turning out differently, he can only mean that in an alternate universe somewhere, in the infinity of worlds, in the same way as an infinite room with an infinite number of monkeys and an infinite number of typewriters will eventually turn out the complete works of Shakespeare, at least one HMRC official somewhere in the whole of space and time would have agreed to the deal.

What was his plan, as it is not the big tax case which caused the insolvency?

“‘Of course, there would have been some pain especially after the spendthrift days when the massive debts were run up in the first place – but that’s the hard facts of life.”

And what about increasing players’ wages significantly, as he boasted he did over the summer. Odd way to reduce costs!

FANS’ DEAL AND FUTURE INVESTMENT:

“If I can succeed in coming through this administration process I am very keen on the idea of gifting the majority of my shares to a supporters’ foundation. It makes a lot of sense, but fan ownership would work only after the current process if completed because the club has to get into a position where it is running at break-even in order for that prospect to be viable.

As I mentioned above, it is not Mr Whyte in administration. He is “keen” to put shares at the disposal of a fans’ foundation. He seems to envisage spitting the club with the fans at tee point when the health of the club is secure. But surely he needs support to get to that stage, and none is forthcoming.

“I am open to all serious offers of outside investment. Indeed, I am currently in active discussion with a number of potential bidders and investors. However, the reality is that everyone needs to have a final settlement of the big tax case one way or another.

It is not for Mr Whyte to be entertaining offers for Rangers till finances are better. It is the administrator who is in control. Where is he digging up the potential bidders and investors? He remains the owner, but with no control.

“I remain very confident that Rangers will emerge from this and move on in a much better position than it found itself in before the takeover. There is a lot of raw emotion at the moment, and that is understandable, but I’m sure people will look back on this and realise that I was absolutely right in what I did.”

I think this is called wishful thinking, to be polite, or as Lord Sorn was prone to say in the Court of Session “it’s a pile of dingo’s kidneys!”.

MY FUTURE INVOLVEMENT:

“I will not continue as Rangers Chairman post-restructuring. Regardless of administration and irrespective of the tax case, the club had serious long-term structural problems financially and they needed to be addressed with some urgency. I knew that when I stepped up to the plate and, despite the accusations and abuse that I have suffered over weeks and months, I was determined to see things through. I will admit there have been times when I have wished that I had never entertained the idea of taking over Rangers.

Mr Whyte will step down as chairman. What will he do? Will he join a local speaking club in Costa Rica or Monaco? Will he, like Ken Bates, Milan Mandarin, Peter Ridsdale and Ron Noades move round football becoming involved in different teams?

This paragraph makes you wonder (and he never explains it) why, with all these problems, he took the task on.

On the other hand, a decent European run would have kept the club afloat till the Tribunal decision anyway. Maybe it was one player’s petulant behaviour which set all this shambles in unstoppable motion.

I suspect there are many fans of Rangers who also wish he had never entertained the ides of taking over!

“But I am a Rangers fan, and, like other Rangers fans I don’t do walking way.”

And a brilliant non sequitur to end. I’m not walking away, says the man who is walking away!

Perhaps he is not walking away in the same way that the fans who left prior to the end of the Kilmarnock game did not walk away (they must have teleported out!)

So do we have the detailed answers we were promised? Not a chance, and I suspect his repeat appearances might be few and far between.

Following on from my earlier piece about Mr Craig Whyte Mr Thomas Craig and the Bullion company, a second piece which sits on the shoulders of Billybhoy38’s researches.

I think Mr Whyte has a sense of humour. How else can one explain his registration of LeaveBritain.com as mentioned earlier, and now the following website?

Ladies and Gentlemen, I Present FearAndGreedReport.com

Yes – you read it correctly. In 2008 the domain name Fear and Greed Report.Com was registered.

As you can see (and click to enlarge if needed) the Registrant is HTX Holdings of Florida.

However, a quick search for HTX Holdings reveals this.

“Company: htx holdings s.a. HTX Holdings S.A.

Address: TixPay Ltd, 65 Bath Street, Third Floor, Glasgow G2 2BX United Kingdom”

Of course Mr Whyte’s company Tixway UK is registered at Bath Street, but what is this “TixPay”?

A quick company search reveals that this company, under company number 04566751 was dissolved in 2009. Its registered office was at the Skylines Village address in London where many of Mr Whyte’s companies seem to be based.

The human directors of TixPay are shown as Thomas Whyte (Craig’s father) and Kenneth MacLeod, the disgraced accountant. Mr MacLeod is listed as a director of 15 companies along with Craig Whyte (1969 vintage).

It is of note that TixPay was formed in 2002, after the various other companies in which Craig Whyte and Mr MacLeod were involved had gone under.

It is also easier than that to see a connection between Fear and Greed and Mr Craig Whyte – he is listed as the administrative contact, under the email address – ctw@libertycapital.biz.

Take a note of the phone number listed too – 561-282-6641.

Because that leads us to the following.

BellaVistaCR.com

The contact details from Fear and Greed match up with the web domain for the above site.

Here, via the Internet wayback machine, you can see the website as it was, shorn of the pictures.

The property was up for sale for $1.875 million. Was this Mr Whyte’s home in Costa Rica, being sold to generate the funds to buy him Castle Grant? Or was Mr Whyte branching out into estate agency? Maybe he was acting as the estate agent for the sale, and generating himself a fine commission?

In any event, there is still a web presence online for this property which can be found here.

And it is fair to say that this looks to be a lovely place for an escape, and only $1,200 per night too! What a fine place to while away the hours contemplating the cold and wet of Glasgow, and the ingratitude of those enemies of Rangers who have chased you away from Ibrox before your work is complete.

Perhaps Mr Whyte was simply the selling agent, or else he might have retained ownership to rent it out? Otherwise he might have booked this sunny hideaway for a bit of a rest.

Some cruel people have been suggesting that Mr Whyte’s apparent fondness for Costa Rica relates to its lack of an extradition treaty with the UK.

Such a suggestion is grossly unfair. After all, it was reported that prior to his departure to pastures unknown, Mr Whyte met with Duff & Phelps in London, and also, as the administrators said in their coda to Mr Whyte’s farewell missive:-

“CRAIG WHYTE has co-operated with us since our appointment as administrators”.

Perhaps Duff & Phelps have a sense of humour too?

Mr Whyte, as we all now know, was disqualified for seven years in 2000 from being a company director in the UK. The Sunday Herald yesterday raised questions about his company, Liberty Capital Ltd, registered in the British Virgin Islands, doing business in the UK during that period. Even though that is perfectly legal, it does seem to raise questions about the efficacy of the company disqualification laws, where they could be circumvented by means of an offshore company (although it is not suggested that Mr Whyte indulged in any such doubtfully legal behaviour).

Billybhoy68 was also intrigued by this period in Mr Whyte’s life. Did Mr Whyte, he wondered, devote all his time and energy to running his BVI operations from his home in the playground of the rich and famous in Monaco?

The detective work which follows is worthy of Sherlock at his very best!

LeaveBritain.com

We start with the above domain which was registered on 15^th April 2004. It is an interesting and either a nostalgic or precient domain name, to say the least.

It becomes more so when we see, as shown below, the email address of the “Administrative contact”. (If, like me, the eyesight is not as good as it was, click on each image to enlarge.)

That is a Mr David Smith, whose email address is given as ctw@libertycapital.biz. Now, do we know of anyone with the initials CTW and a connection with a company called Liberty Capital? Yes, I think we do!

Sadly “David Smith” is such a common name that we have not been able to locate him. It would be wrong to make any accusation that this was a name created by Mr Whyte for the occasion. It is almost certainly one of his hapless admin staff who, as we know, are dreadful at keeping track of the official paperwork. Mr Whyte would therefore be quite justified in making sure that his underling’s email went to him personally.

You will also notice the phone number listed under the Florida address “3054338101”.

That leads us on to the next part of the story.

BullionReserve.com

This domain was first registered on 14^th March 2003 to Bullion Reserve Ltd. The Registered contact is listed on the registration as shown below.

The telephone number matches that of Mr Smith of LeaveBritain.com, but now is attached (a) to a PO Box address in the BVI and (b) the contact is given as “Thomas Craig”. There are three options I can think of: (a) it is a coincidence that Mr Craig Thomas Whyte has a member of staff called “Thomas Craig” (and coincidences do happen); (b) Mr Whyte’s admin people have, yet again, failed miserably to record official details correctly; or (c) (and we must of course rule out this last option as highly improbable, if not downright inconceivable) Mr Whyte deliberately put down the wrong name.

The Bullion Reserve website is no more, but thanks to the internet archives we can still see what it was like by this link.

A couple of the screenshots are below.

So we have a company set up by “Thomas Craig” dealing in bullion, and in fact a “world leader in global bullion trading and in electronic transaction systems”. Even better, this company offers services which can send gold bars to anyone in the world with an email address, a check (sic) to anyone in the world or indeed can pay employees and suppliers anywhere in the world! (Any unkind people who state that the latter means this cannot be connected to Craig Whyte should leave immediately!)

BullionReserves.com

Whilst BullionReserve.com no longer appears on the web, there is a BullionReserves.com. This company is described as follows:-

“Bullion Reserves is fully owned by Sovereign Asset, a global financial and investment conglomerate. Head-quartered at Zurich, Switzerland, the $2-billion plus Sovereign Asset has interests in private banking, global investment solutions, portfolio management service, mergers and acquisitions and other financial and risk management products. We have presence in 23 countries, including the US, the UK, Asia Pacific and the Middle East. Two decade-old Sovereign Asset is built up on high ethical standards in support of our clients across the globe. All our practices are designed to safeguard our clients and our business interests.”    

I have not yet been able to ascertain when BullionReserves.com started, as opposed to Mr Craig’s BullionReserve.com which was registered in 2003, but it might be that the very wealthy Sovereign Asset saw the success of Mr Craig’s business and decided to muscle in. Alternatively it is merely a coincidence that Mr Craig’s business commenced with a name one letter away from that of such a major financial institution. I am sure that any operations carried out on the bullion trading and electronic transaction market by Mr Craig’s company were at all times done on the basis that the distinction between both bullion organisations was made clear. Anyone dealing with BullionReserve.com (based in the BVI) would undoubtedly have been made aware of the similarity of names to ensure they did not actually mean to use BullionReserves.com (part of Sovereign Asset) and vice-versa.

Conclusion

I must confess that, at present, I have not been able to clarify what regulatory regime would have applied to a BVI based, and Monaco resident, bullion dealer offering a worldwide service, including transacting with clients in the USA. No doubt, Mr Craig would have fulfilled all such requirements.

I did notice the following information on this link regarding bullion dealing in the USA.

“Q Are bullion transactions of $10,000 or more reported to the (US) government?

A Only if they involve cash or cash instruments such as cashiers checks which total over $10,000. No report on transactions involving single checks or bankwires are required. Currency regulations involving amounts over $10,000 were designed to thwart money launderers and drug dealers.”

This would all suggest that Mr Whyte’s claims of wealth untold (or those made allegedly on his behalf to newspapers) may well have had their foundations on his gold dealing whilst absent from the UK.

As I wrote before, Mr Whyte’s tale of how, having reached the heights, he fell to earth, but rose phoenix like to buy “the second most important institution in Scotland” deserves to be told to as wide an audience as possible so as to inspire future entrepreneurs.

It would be wrong for a casual observer of these matters to detect any similarity with Mr Whyte’s known business practices as regards (a) having very similar business names to much larger companies (b) having different variations of his name on official documents and (c) being very unforthcoming about his successes.

As has been commented before, all of this can be accounted for by errors by his staff and an innate modesty which should be admired in these days of self-aggrandisement.

What has happened, and why?

The only sensible explanation for the events of last week about Mr Cousin is, as I spell out below, that he was paid his wages for the rest of the season “up front” prior to the administrators coming in, and that Rangers did not manage to get him signed and registered because administration came upon them on Tuesday, almost two weeks before their planned date.

Read on, and see if you agree.

Daniel Cousin’s Previous Time at Rangers

Cousin is a Gabonese international striker, who had a successful season at Ibrox in 2007-2008. Having been bought by Rangers for a reported fee of £750,000, his value increased though his first few months with the team, until he was sold to Fulham for £3 million in the winter transfer window. However, as a result of him already having played for two teams that season, he needed FIFA dispensation for the transfer to go through, and when this was refused, he returned to Ibrox.

It is ironic that having, on that occasion, remained a Rangers player through intervention by the football regulators, he is now barred from playing for Rangers by the football regulators!

He finally left for Hull at the end of the summer 2008 transfer window.

The Hero Returns, or Does He?

We now fast-forward to this year where, after being released by his club side on 31^st January 2012, Cousin became a free agent. As Rangers forward line had been badly affected by injury and the transfer of Jelavic to Everton, good front men were very valuable to Rangers.

On 11^th February the BBC reported that Cousin had agreed personal terms and was headed to Ibrox to sign. His agent, Willie McKay, was quoted by the BBC describing the deal:-

He said that Championship clubs in England and others in Qatar and Dubai were also interested in Cousin, but the striker’s preference was to rejoin Rangers.

“He can go elsewhere for three times the money, but he fancied having Rangers Football Club back on his CV in probably his last season in football,” said McKay.

“The boy is happy to come back, but they have offered him 25% of what he was on in his last contract at Ibrox. They offered £7,500 then they came back and said ‘we’ll give you five grand a week’. It’s only 10 weeks.”

Ally McCoist was quoted in the same piece saying that he had not yet registered as paperwork from the Gabon FA was awaited.

As we know, 13^th February saw the intention to appoint an administrator signalled to the court, and on 14^th February, administrators were installed.

Mr Cousin seemed to be in limbo.

The SPL Board Refuses to Register Cousin

On Friday 17^th February, the SPL issued the following Press Statement:-

“The SPL was at 3.26pm today presented with a contract between Daniel Cousin (“the Player”) and Rangers FC dated 17 February 2012, signed by the Player and by Paul Clark, the Joint Administrator of The Rangers Football Club plc (in Administration). In terms of SPL Rule A6.20, the consent of the Board of the SPL was required for the Registration of the Player with the SPL. The Board of the SPL declined to give that consent. Accordingly the Player is not Registered with the SPL and is not eligible to Play in SPL Matches. Rangers FC have the right to appeal this decision to the Judicial Panel of the Scottish FA.

A6.20  Except with the consent of the Board and that only where (i) the term of a Player’s contract of service with his Club has expired and such contract has not been renewed or extended or such a contract has terminated with the mutual consent in writing of the Club and the Player concerned and, in either case, the registration of such Player with the League in terms of Section D of the Rules has been cancelled and a replacement Player is sought to be registered to replace the Player whose contract has so expired or been terminated; or, (ii) where the Player sought to be registered is a temporary replacement for a goalkeeper who is unable by reason of injury or illness to play and that only where written confirmation of such inability shall have been obtained by the Club from a qualified medical practitioner and submitted to the Board and the Board is satisfied that the Club concerned has no other goalkeeper who is registered and able to play, a Club that has taken, suffered or has been subject to an Insolvency Event or Events shall not be entitled or permitted to register any Player with the League and the League shall not register such a Player in terms of Section D of the Rules until such Insolvency Event or events shall no longer continue or subsist.”

The administrator has announced the intention to appeal this decision.

We shall look at that decision first, and then at the implications of the surrounding circumstances.

Can a Club in Administration Register New Players?

As we see from Rule A6.20, a Club in administration (being an Insolvency Event as per the Rules) cannot register new players unless with the consent of the SPL Board. There are two cases where the Board can consider such an application by a Club where there has been an Insolvency Event: (a) where the new player is to replace a player whose contract has been terminated by mutual consent, or which has come to its end and (b) where a temporary replacement for an injured goalkeeper is needed.

The former covers the situation where an administrator might agree with a number of highly paid players that their contracts are at an end, but the team still needs players (presumably cheaper) to play the games.

Other than those situations, a club in administration etc cannot register new players. The SPL Board authority to permit such registrations only extends to those two cases.

Was the attempt to register Daniel Cousin therefore done on the basis that he was replacing Jelavic? Did the administrator read the rules before applying?

If Rangers did not mention that Cousin was a replacement for Jelavic, but do so in their appeal, then it is possible that they would be successful. However, I cannot imagine that the SPL Board, in the interests of fair play, would allow an administrator to register a player on a £7,500 or £5,000 per week contract when many other SPL teams not in administration could not afford that!

This leads me to my wider point.

What Actually Happened?

The administrators’ primary role is to run the club with a view to rescuing it as a going concern, failing which to be able to generate as much as possible to pay off creditors. The duty is NOT to the Club.

However, as long as there are funds, the administrators can spend money, if it is in pursuit of their statutory goals, and if expenditure might bring more money back.

For example, Rangers may well have paid out the cost of policing the match yesterday in advance, knowing that failure to do so would have led to the game being cancelled, and therefore they expenditure permits larger income.

Why would an administrator want to register a player on a contract paying at least £5,000 per week? Surely there are cheaper free agents available?

I think, and this is speculation, but the time line makes sense, that what happened was this.

1                     Cousin’s agent is contacted about coming to Rangers. An agreement is reached for a wage of at least £5,000 per week until the end of the season (10 weeks at £5,000 = £50,000).

2                     Willie McKay is a very astute agent who will not act contrary to his client’s interests. Therefore he would not have signed his client up to a deal where (a) there was doubt about his being paid and (b) where, if Cousin had played for Rangers, and then the club folded, he would have had problems signing for someone else under the “more than two clubs in a season” rule.

3                     How would Mr McKay have protected his client’s interests as he knows that being a creditor of Rangers is a worthless position if there is an Insolvency Event?

4                     Craig Whyte and Rangers know that bringing back Cousin is a popular move with the fans, a reminder of happier times. It would take some of the heat off them for selling Jelavic without a replacement and indeed might be seen as good business as no transfer fee needed to be paid.

5                     Mr McKay wants his client’s position guaranteed. A promise by Rangers to pay could be worthless. The one way to guarantee his client’s pay (and indeed his own) would be to be paid up front.

6                     Rangers agree therefore to send Mr Cousin £50,000 or thereby to sign him until the end of the season, planning to meet with him and put pen to paper during the week just passed.

7                     On Monday the SPL website reported Rangers’ announcement that Cousin had signed, subject to international clearance.

8                     On Tuesday, after the HMRC dash to the Court of Session, administrators were appointed, triggering the Rule A6.20 restrictions.

9                     By this stage Cousin was not registered, and it appears that a valid contract had not been signed. In that case (and even if a valid contract had been completed) the administrator could have told Cousin to head back home as they were not taking him on.

10                 Instead, on 17^th February, as noted above, the SPL was resented with a contract signed by Cousin and the administrator.

11                 That can only, in my view, make sense if the administrator knows that the signing will cost Rangers Football Club PLC (in administration) nothing, because the player has already been paid in full!

In that event it would be wasteful of the administrator not to try to register Mr Cousin, as he effectively will play for the administrators for free.

If the player’s contract was conditional upon being registered, as I imagine must be standard practice, then the refusal of the SPL to do so would have allowed the contract to be torn up anyway. The only reason I can contemplate for the present position is therefore that, as the preparations for Monday’s announcement were being made, £50,000 or thereby left Ibrox for Mr Cousin’s account. The contract and subsequent registration application were caught up in Tuesday’s drama, and the administrators are trying simply to make the most of a bad job.

Any other explanation for their conduct would, I suspect, lead to Lord Menzies asking the some very serious questions.

Conclusion

As I said at the start, this whole mess is, in a nutshell, a sign of how the Craig Whyte administration operated. Last minute dashed with forms and money – moves made for PR purposes – failure to get the formalities right.

If my understanding of the position is correct, then there is a good chance that he will be registered as a Rangers player, but will there actually be any more Rangers games for him to play in?

Mr Whyte’s words are in bold, with my comments underneath the relevant sections.

WHEN I took over as majority shareholder of Rangers in May last year, I knew I had been handed a huge privilege – and an enormous responsibility. My intention then was to do everything I could to safeguard the club’s future. And that remains my intention today.

Good start, although selling four years’ worth of season tickets for a payday loan equivalent, and winding up (pardon the pun) HMRC at every turn when they are pursuing you for sums that might reach £75 million are interesting ways of doing so.

It is good that the safeguarding of Rangers’ future is still his intention, even though whilst the administrators are in he can only do so by paying off the debt from his enormous personal wealth.

The traumatic events of the last few days have, understandably, led to a great deal of angst and uncertainty as well as a firestorm of media speculation, much of it ill-informed and some of it downright malicious.

Trauma, angst and uncertainty – not quite what Mr Whyte intended when he came into the Chairman’s seat in the directors’ box for the first time. He has only himself to blame for the “fire storm” of media speculation. His persistent refusal to answer even the soft questions he was asked by the main stream media meant that there was very little clear information about him, and about Rangers.

For example, might people have been speculating about Rangers’ finances because the annual accounts are now 7 weeks late and the AGM that much overdue too? And remember that the annual accounts we are talking about are to year ended 30^th June 2011. This covers around 7 weeks of Mr Whyte’s reign.

He has told the various Rangers fans’ groups that auditors Grant Thornton (GT) were finalising the accounts and that papers were needed to let them do so. He did not say that, in all likelihood, GT wished to qualify the accounts and raise doubts about the “going concern” basis of the Club.

If my auditors could not finish the accounts to the end of June by February, then I would be very concerned and would be having very strong words with the management of GT. Perhaps Mr Whyte knows what the actual problem is, but he still cannot bring himself to say so.

I can agree that much of the media speculation has been ill-informed.

Most of the running on the whole Rangers financial mess has, to my knowledge, come from various Celtic websites, and particularly from the journalist Phil Mac Giolla Bhain, Scotzine.com and the eponymous  Rangers Tax Case Blog. It is fair to say that, in the early days of Mr Whyte’s involvement some Rangers sites raised concerns about Mr Whyte and his business history. However these seemed to be drowned out by the clamour of support for the new owner.

Indeed RTC has graduated to the main stream media, with an article in today’s Guardian, castigating the media for its failures in this story.

I have no doubt that some of the coverage of the issue is malicious, but most of what I have read, especially on the sites mentioned, has not been. Bearing in mind the history which was discovered regarding Mr Whyte, and the way things seemed to have to be dragged out of him, his coverage has been a long way from the antagonistic tone he suggested.

That an internationally-renowned institution such as Rangers should find itself in administration is bound to create shockwaves, particularly among the club’s magnificently-loyal fans, and I fully understand their anxiety.

Whilst Mr Whyte might “understand” the anxiety, his is clearly of a very different type.

As chairman, I have been at the centre of this firestorm – and quite rightly so. I knew when I stepped up to take over the club that the challenge of restoring Rangers to financial health after many years of living well beyond its means would be daunting. But I accepted it, both as a life-long Rangers fan and as a businessman with experience in turning round companies in distress.

Interesting. A further admission that, when he took over, the Club needed to be restored to financial health. Clearly a thriving team would not have been sold for £1. However that acknowledgement by Mr Whyte stands oddly with the sell off of the season tickets, and does not accord at all with the signing of improved contracts with higher wages for some players, and with the rejection of the £9 million bid for Jelavic in the summer.

As regards Mr Whyte accepting the challenge as a businessman with “experience in turning round companies in distress” the problem here is that no one has, as yet, been able to identify a company he has turned round successfully. This is not for want of trying, but it is fair to say that the companies with which he has been closely connected have ended up, almost always, insolvent, liquidated or dissolved.

When offered the chance to tell Tom English of any of his successful companies, Mr Whyte refused, as he did not want the scrutiny.

Perhaps if he was a man who did not like publicity, he ought not to have bought Rangers!

The decision to call in the administrators was painful but it was the right thing to do. They have promised to publish a full report as soon as possible and I very much welcome that. In spite of the endless speculation and attempts at character assassination by certain sections of the media, I am 100% confident that the administrators’ report will prove that every penny that has come in and gone out of Rangers has been properly accounted for. And I wish to state categorically for the record now that I personally have not taken a single penny out of Rangers since I became chairman and have paid all my expenses from my own funds.

No one wants to call in administrators. It is recognition of failure. In the same way that no one goes into a marriage contemplating divorce, no one should go into a business venture contemplating insolvency. Mind you, the Rangers conundrum is that insolvency seemed, from early days, the inevitable outcome for Rangers, especially once Rangers lost out in both European competitions.

Mr Whyte welcomes a full report from the administrators. Even if he did not welcome it, it would be coming anyway.

There has not been endless speculation in the media, as mentioned above. Equally I have not seen evidence of “character assassination”. I do not flatter myself to think that he is referring to blogs such as mine, but all I have tried to do is to look at the public records and publics statements, and compare them.

Mr Whyte, who was accused by Sheriff Ross in the Tixway judgement of being very careful in his answers, is also very precise here. He says that every penny in and out of Rangers will be accounted for. From the limited amount said by the administrators so far regarding Ticketus, and the £24 million, it seems that the proceeds of sale of season tickets, owned by Rangers Football Club PLC (in administration) never made it into Rangers. Therefore, if the funds did not reach Rangers, there can be no problem with accounting for it!

Mr Whyte also says he has “personally” not taken a penny out of Rangers since he became Chairman.

What he does not say is what fees have been charged by Rangers FC Group Ltd (Group) to the Club for management fees. It is possible that no fees have been charged, but surely the business expertise of the Group Board deserves to be paid for.

Money can’t buy business acumen of the quality present in Messrs Whyte and Ellis.

Will the administrators tell the public what the position is as regards interest and fees charged by Group to the Club? As Group is thought to be the holder of the floating charge, then it is important to see what they are owed.

Today I learned that my predecessor, Alastair Johnston, has urged the Crown Office to order an investigation into my takeover of the club. Again, I have absolutely nothing to fear because any fair investigation will prove that I have always acted in the best interests of Rangers and been involved in no criminal wrong-doing whatsoever.

Mr Johnston is entitled to raise a complaint regarding alleged wrong doing, if he has reason to make such a complaint. He was the man at head of the Independent Board Committee (IBC) who looked into Mr Whyte with a view to protecting the interests of minority shareholders. It has been suggested that what was produced to the IBC left Mr Whyte’s reputation in tatters with them, but the pressure from the bank to eliminate the £18 million debt owed by the club.

If Mr Johnston had evidence sufficient to report the matter to Crown Office, when did he get it? If he had it from day 1, then why did he wait till now to raise his concerns? If he had evidence of criminality since May, why not do something with it before now.

Has Mr Whyte always acted in the best interests of Rangers? That is debatable. Has he always acted in the best interests of Mr Whyte and Group? Probably – but there is nothing wrong with doing that. Have his actions been against Rangers’ interests?

Well, how does it affect the Club when the season ticket money is shifted elsewhere?

In addition, Mr Whyte denies any “criminal” wrong-doing? Is that an admission of “non-criminal” wrong-doing? How does Mr Whyte explain the non-payment of VAT and PAYE since he took over? What is the reason for that non-payment?

All the time Rangers were not paying its current dues, it was increasing wages to players. It was turning down £9 million offers for players. It was paying for new giant screens.

Rangers could have sold off players in the summer or winter. This would have brought players’ wages down, and also brought in cash, even if only enough to pay the PAYE and VAT.

Were Mr Whyte’s antics in Rangers’ interests? How?

Mr Whyte has one very simple way in which he could act in the best interests of Rangers, even now. He could write off the debt owed to Group!

If he did so, HMRC might take a more sanguine view, because they would not see the situation as one where a man with an alleged history of suspicious insolvencies was walking away with all his money intact.

Will Mr Whyte write it off, or some of it? Have the administrators asked?

While the administrators get on with their work, it is only right that they are given the time and space they require to complete their task. That is why I have decided to take a step back from events so that I do not become a distraction to either that process or to Ally McCoist and the players.

It is nice of Mr Whyte to agree to allow the administrators to do their work. It is the Insolvency Act which permits this, rather than Mr Whyte. Mr Whyte has taken a step back, not voluntarily, but because he is forced to!

In some companies, indeed most, when the administrators come in, the existing directors are moved out of the way, so as not to interfere. When Mr Whyte took over, he moved out the existing Board and management. In administration, the same thing happens.

It is not the place for the existing board to try to carry out management. They have no power to do so.

Mr Whyte may well be a distraction to Rangers, the process and the players – but it is not his decision to step down graciously. The law requires him to do so.

Regrettably, I will not be attending tomorrow’s match against Kilmarnock. Although I would dearly love to be at Ibrox for the game, my priority is, and will continue to be, to assist the administrators in any way I can to bring this process to as speedy a conclusion as possible.

It is good to see that Mr Whyte states that he will assist the administrators to deal with the matter. Perhaps he could explain to them where the Ticketus money is, and how it managed not to appear in Rangers’ books.

He might be able to explain why tax and PAYE was not paid.

Mr Whyte fails to mention the report that it is police advice keeping him away.

Mr Whyte mentioned that Group was prepared to provide funds to Rangers in administration. Is that still the case? An injection of the £10 million or so needed to get the club intact to the end of the season would take the pressure off the administrators, and would justify their decision to admit season ticket holders on the basis of the tickets, which now could be invalidated by the administrators.

Painful though it is for all concerned, administration now gives Rangers a fighting chance – a welcome breathing space – to fix major structural problems that will allow the club to grow and prosper again both on and off the field.

The major structural problems? Income £35 million; Expenditure £45 million. This is the case even before the Big Tax Case is decided. The ambition of a business owner in trouble is, as far as possible, to trade out of it. How can Rangers trade out of their problems? They cannot.

Even if the Big Tax Case disappeared the Club would still owe Group a figure in the mid or high £20 millions. In addition they would still have their £10 million deficit. Maybe administration would “solve” that by eliminating the debt and allowing the highly paid players with little or no resale value to be disposed of.

So I send Ally McCoist and the team my very best wishes for tomorrow. And I will end by simply saying to Rangers fans: I know that tomorrow you will prove why you are the best football fans in the world.

His last rallying cry seemed to work as reports suggest that Ibrox was full. However it appears that fans were leaving an undoubtedly disappointing game prior to the end.

It does rather appear as a farewell message. From the triumph of May when, a week after the purchase Mr Whyte was on the pitch with the SPL trophy, to being booed on the steps of Ibrox, and advised by police not to attend the match. It also seems, to me, a very sad statement, redolent of broken dreams.

His only comfort might be his money.

Statement from joint administrator David Whitehouse of Duff & Phelps:

CRAIG WHYTE has co-operated with us since our appointment as administrators and we believe his announcement brings further stability to the situation as we conduct the administration of Rangers’ business.

As administrators we will continue to ensure the Club’s business is run seamlessly as a plan to exit administration is developed.

And just to finish of we had this bizarre coda from the administrators. As with much of what has happened this week, I do not really understand the point of what Mr Whitehouse is on about here.

If Mr Whyte has co-operated fully, why the mystery of the £24 million?

I wonder if this was negotiated by Mr Whyte as a form of indemnity so that if, in future, the administrators were to consider action against him, he could use in evidence Mr Whitehouse’s statement. That may be incorrect speculation, but I simply cannot see any other sensible reason for the statement having been made.

Maybe it is in return for Group funding the administration? But in that case I am sure Mr Whyte would have told us.

Perhaps the further information apparently discovered by the administrators was deliberately left till after today’s match to avoid disorder. We will find out soon enough.

My reader will recall that this company is owned by Mr Craig Whyte, who was, I note, referred to by the BBC as the ex-chairman of Rangers, yesterday.

One Stop v Tixway UK Ltd

Tixway UK Ltd lost a court case and has been ordered to pay One Stop Roofing Supplies, one of whose directors is Paul Martin, manager of the mighty Albion Rovers, in excess of £90,000.

Craig Whyte’s evidence was unconvincing to Sheriff Ross, and the judgment can now be read on the Scotcourts website here.

One of the most experienced civil court practitioners in Glasgow described the judgment to me as follows:-

“Sheriff Ross leaves Whyte without a name..that’s as scathing an assessment of a witness’s evidence that I have possibly ever seen in my quarter of a century of court practice.”

Bearing in mind Mr Whyte’s/White’s name confusion, that would suggest the Sheriff took two names from him – now that is severe!

This ties in with the defamation action which has now been served on the BBC, notwithstanding my clear and unshakeable belief there would never be such a case. I plan to write about that over the weekend.

Strike Off of Tixway UK Ltd

Moving on with Tixway UK Ltd, this company had, when its accounts were last prepared, net assets over £2 million. However, because of delay in responding to Companies House queries and tardiness in lodging official returns, the Registrar of Companies had started, for the third year in a row, proceedings to strike Tixway UK form the Register of Companies.

Today the Companies House website disclosed the existence of this – Diss16. This temporarily halts the strike off process. It can be brought by directors intimating that the company is still active, or by a creditor advising that it had an unsatisfied claim.

In any event, the strike off process is halted for now.

Craig Whyte’s Change of Address

As I was looking at the Tixway UK Ltd page on Companies House, I thought I would look at a couple more documents.

First of all, I noted that “Craig Thomas Whyte” date of birth 18/1/1971, was resident at Castle Grant when he became a director on his wife’s resignation.

However, in 2010 his address changed from Castle Grant to 82 Eaton Place, London. The latter is what we in Scotland would call a tenement, although, being in Belgravia, I am sure there is another name for it.

According to the CH01 filed at Companies House, Mr Whyte changed his address on 10^th January 2010. This indicated that he had moved from Castle Grant to Eaton Place. However, he did not notify Companies House until 27^th September 2010.

Section 167 of the Companies Act 2006 requires notification within 14 days of a change in a director’s particulars, including a change of address. Under s167 (4) it is an offence on the part of the company, and of any officers of the company who are in default, the offence being punishable by a fine.

Rarely will Companies House seek a prosecution on such a ground, unless the miscreant was a serial offender, for example. This seems to be the first time that Tixway UK Ltd, apart of course from its annual failure to respond to Companies House, was in breach of s167. Mr Whyte, as a consequence no doubt of his busy business life, or lack of attention to detail by his administrative staff, has had a number of occasions where relevant paperwork has been completed in error, or not at all.

For example, I have not checked thoroughly, but I have not yet seen a notice changing Mr Whyte’s personal address to Eaton Place in connection with any other companies where he was a director in 2010.

In addition, when Mr Whyte formed two companies registered at an address connected with Wulstan Earley, as mentioned in my blog here, he gave his address, as of March 2010, as Castle Grant.

This seems to suggest that he moved to Eaton Place in January 2010, as per his form lodged at Companied House in September 2010, but must have moved back to Castle Grant by March 2010.

However, he has not notified Companies House of the change, and if he has done so, then the Registrar has lost or mis-filed the information.

The last Annual Return for Tixway UK Ltd, lodged on 16^th January 2011 - Annual Return – also lists Mr Whyte as resident at Eaton Place.

As Mr Whyte is the sole director, and the Company Secretary is a Company, and not a person, he has ultimate responsibility for the accuracy of any and all documents issued to Companies House by Tixway UK Ltd. Even if the lapse is by a member of his staff, Mr Whyte, as the only flesh and blood officer of the company, would be the person prosecuted in the event of criminal proceedings being taken.

The Tixway UK Ltd Annual Return

Having mentioned the Annual Return (the next one being late), it also raises a couple of interesting points.

First of all, to remind my reader, Tixway UK Ltd has its Registered Office at 65 Bath Street, Glasgow. The Company Secretary, according to the Annual Return, also has its Registered or principal Office there. The Company Secretary is Liberty Corporate Ltd.

Liberty Corporate Ltd is however listed on Companies House as follows.

Name & Registered Office:
LIBERTY CORPORATE LTD
48 SKYLINES VILLAGE
LIMEHARBOUR
LONDON
E14 9TS
Company No. 05831290

It is a dormant company, whose only director is Thomas Whyte, believed to be Craig Whyte’s father. The company has issued share capital of £1,000 and is solely owned by Liberty Capital Ltd.

Duedil.com lists the business address for Liberty Corporate Ltd as :-

Suite 5 2nd Floor Viking House
Lodge Lane Daneholes Roundabout
Grays
RM16 2XE

Can a dormant company act as a Company Secretary? I believe it can, but could not charge a fee for any work done in that capacity, as this would require to be show in the company’s books and thus render it no longer dormant. However, I have not had the time to check that through and would be happy to be enlightened further on the point.

Back to the Annual Return – the only director of Tixway UK is Craig Thomas Whyte, born January 1971, and resident at Eaton Place. Remember this was sent to Companies House in January 2011.

I don’t recall any of Mr Whyte’s publicity, after November 2010 when he was first revealed as Rangers’ saviour, as referring ton him being resident in London, although in the One Stop case he stated he was only at home in Castle Grant 3 or 4 days per month.

Who owns Tixway UK Ltd? Mr Whyte does not, at least directly, according to the return.

That tells us that there are 1,500,100 Ordinary Shares held by “N/A Liberty Capital (sic)” and 500,000 3% Non-Cumulative Preference Shares held by Merchant House Group PLC.

Merchant House Group PLC and Tixway UK Ltd

Merchant House Group PLC  is not a company where Mr Whyte is a director, although he has very close connections with it.

As a Merchant House Group PLC circular put it in 2010, the company was very reliant on Liberty Capital via Tixway UK Ltd.

“Approval for issue shares upon any conversion of the Tixway Convertible Loan Notes

On 30 December 2009, Liberty transferred £500,000 of 10% preference shares in Tixway (the “Tixway Preference Shares”), a wholly owned subsidiary of Liberty to Merchant Capital Ltd, a wholly-owned subsidiary of the Company. This investment holding of the Tixway Preference Shares strengthens the subsidiary’s balance sheet and capital position, which allow Merchant Capital to continue to comply with the continuing capital adequacy requirements of the Irish Financial Services Regulatory Authority for the establishment of a Dublin-based UCITS fund platform. In consideration of the transfer by Liberty of the Tixway Preference Shares, the Company has issued to Liberty an unsecured convertible loan note of £500,000 carrying no interest and which shall mature in 2015 (the “Tixway Convertible Loan Notes”).

The Tixway Convertible Loan Notes may be converted into new Ordinary Shares at 0.5p each at any time. Shareholder approval for the issue of up to 100,000,000 New Ordinary Shares will be required for this loan note to convert. In the event that Shareholders do not approve the Resolution to enable the issue of these shares, the Tixway Preference Shares will need to be returned to Liberty, and Merchant Capital will need to seek alternative arrangements to satisfy its capital adequacy requirements.

Liberty Capital currently holds 14,223,174 shares equivalent to 5.06 per cent. of the current issued share capital of the Company. Liberty Capital is a ‘related party’ for the purposes of the AIM Rules. For this reason, the issue of the Tixway Convertible Loan Notes is related party transactions under the AIM Rules. The Directors consider, having consulted with Shore Capital and Corporate Limited, the Company’s Nominated Adviser, that the terms of this related party transaction are fair and reasonable insofar as the Company’s Shareholders are concerned.”

I would leave it to the more stockbroker oriented readers to work through what all this means.

However, there are two points I would make.

First of all, the circular refers to 10% Preference Shares. Companies House, as per the Tixway return, thinks they are 3% Preference Shares. Does that make any real difference (and don’t just say 7%!)

It is another instance though of confusion in paperwork related to Mr Whyte’s companies.

Secondly the Merchant House Group PLC annual results statement for the year to 31^st December 2009 states that “Finally, Liberty have transferred £500,000 of 10% preference shares in Tixway UK Limited, a wholly owned subsidiary of Liberty, to the Company, which were in turn transferred to Merchant Capital Ltd, a wholly-owned subsidiary of the group, inconsideration for the issue of £500,000 of ordinary shares.”

The earlier statement I quoted does not mention that the shares travelled through MHG PLC, but suggest they went straight to Merchant House Capital Ltd.

Conclusion

What does any of this mean?

A             Mr Whyte’s problems with forms seem to have struck again. Why did he report in September 2010 a change of address in January 2010, when he had, in the intervening period, continued to use his Castle Grant address?

B             Did he change his address to Eaton Place for any other of his companies, and if not, why not?

C             Has the strike off of Tixway UK Ltd been stopped by the company or by a creditor?

D             Why is Liberty Corporate Ltd, the Tixway UK Ltd Company Secretary, shown at an address, which it appears, is incorrect?

E              What, if anything, was the consideration to Liberty Capital for transferring half a million shares in Tixway UK Ltd to MHG PLC or to Merchant Capital Ltd?

F              To whom was the transfer actually made?

G             Were the Tixway shares 10% Preference Shares or 3%?

Lots of stuff today! The papers are full of it! (News I mean!)

Are you sitting comfortably, then we’ll begin.

The Rangers Website + Why Let Duff & Phelps Be Appointed

Let’s commence with the position regarding the notice on the website, or lack of it.

One of my readers, Joseph, posted the following comment here.

“Re Paragraph 45 of Schedule B1 to the Insolvency Act 1986, “when a company is in administration, … the company website must specify that the company is in administration and who the administrators are. It is an offence by the administrators, officers of the company and the company not to do so.”

I checked the website yesterday (Feb 16) and there was still no mention of the administrators. Intrigued by this I emailed Companies House for an explanation. The following is the reply:

THE RANGERS FOOTBALL CLUB PLC – SC004276
According to company records the Appointment of Administrator form has not yet been registered. Therefore there are no details on file yet of who has been appointed as Administrator.
Regards

HELEN MORGAN,
Liquidation Section”

There is a 7 day time limit for notifying Companies House, and the administrator is required to publish a required notice as soon as reasonably practicable. Today’s Edinburgh Gazette contains the Statutory Notice. You can find the extract from the Gazette here – Edinburgh Gazette notice of Administration Rangers

The notice confirms that the appointment of administrators was by “Notice of Appointment”. This means that it was Rangers board (Messrs Ellis and Whyte) who appointed the administrator. An application for administration by the company cannot be granted if there is a court application for an administrator outstanding. This proves that HMRC’s priority this week was to get an administrator in on Tuesday. The identity was not the most important thing; it was the fact of an administrator that mattered.

As we saw today with Portsmouth, if HMRC want to block an administrator’s appointment, it can do so.

As HMRC got their application to court before Rangers lodged its notice of appointment, HMRC could have insisted. However that would have left them with the prime responsibility of ensuring an ongoing Rangers was funded, and I suspect Mr Whyte would have been less than co-operative with HMRC.

HMRC were also awarded the expenses of the application. The judge, Lord Menzies, saw this therefore as an appropriate application.

HMRC managed to avoid the situation where their appointed administrator might have put Rangers into liquidation, with the potential political fall out that might have caused.

To appoint an administrator, the directors need to make a sworn declaration that the company is, or is about to be, unable to pay its debts. It is an offence for a person to make a declaration which is false or which the person making it does not reasonably believe to be true.

The fact that Mr Whyte was not suggesting that some cataclysmic event, such as the FTT(T) declaring, put the club in a position where it could not pay its debts, and that he had appreciated its difficulties from early in his tenure, seems to suggest that there will be very serious questions about when he realised that the company was insolvent. Especially if there is a large loss of tax to HMRC, it is likely that there will be a close examination of whether or not there was any trading whilst insolvent.

As the “old board” were concerned about this, took advice about it, and decided that the way to obviate the risk was to “ring fence” season ticket income, then one wonders what advice Mr Whyte had to the effect that these would not be concerns, even though he was selling off 4 years worth of season tickets at one go for running costs, and putting, it would appear, the funds other than into Rangers!

I am sure however that his activities were motivated by nothing other than sound advice.

No Bail Out says Scottish Sports Minister

Scotzine.com went direct to the Scottish Sports Minister, Shona Robison, after her comments, echoed by First Minister Alex Salmond, which seemed to indicate Scottish Executive support for Rangers in its present plight.

Amid frantic sounds of backtracking, Ms Robison indicated that no public money would be provided to bail out Rangers. She emphasised her concern for jobs at Rangers, and also confirmed that the company should pay its dues.

She also commented that it was far too early to predict the outcome of the process. I wonder if she said that to the administrators, who seem very confident in what they have to say!

It was also thought that any government assistance would have been illegal under European State Aid rules, and also that it would have breached the rules of UEFA and FIFA in relation to Government intervention in football, which is not something the ruling bodies of world football appreciate.

More to follow –

re Mr Whyte suing the BBC;

How newspapers work;

The administrators’ latest statement; and

Mr Whyte’s cri de couer.

HERE!

SOON!

However, it seems from reports that an important (!) issue is the £24 million or so from Ticketus.

The administrators do not know where it is! (Which is quite important, I feel.)

They say that it did not go through the Rangers’ bank account. However they are vigorously investigating the matter, and have asked Rangers’ former lawyers for assistance.

So we have the following scenario:-

Before Mr Whyte’s company completes its takeover of Rangers a deal is reached with Ticketus.

Someone sells or mortgages much of Rangers season tickets for the next three years to Ticketus.

The money, which may or may not have paid off Lloyds Bank, is not paid to Rangers, whose season tickets these after all are, but to someone else.

The administrators say the debt is not secured against Rangers’ assets.

They are baffled as to where it went and where it now is.

This might be a simple suggestion, as after all, I am a simple man.

DEAR ADMINISTRATORS – WHY DON’T YOU ASK CRAIG WHYTE, ANDREW ELLIS AND GARY WITHEY?

Mr Whyte is the man who bought Rangers with almost £33 million “of his personal wealth” as he told Tom English recently. He by his own boasting is the main man. Surely he would know?

Andrew Ellis has been a director of Rangers for a few weeks, but a director of the parent company since even before Mr Whyte. Perhaps he has some idea as to what has happened?

Gary Withey is Rangers’ Company Secretary. He is a partner in Collyer Bristow, in whose client account the money sat to prove to Sir David Murray that Mr Whyte was not making it all up.

Either (a) it has not occurred to the administrators too ask these gentlemen the question (b) they have asked and, perhaps because of other commitments, they have not been able to answer or (c) they have answered, but not to the administrators’ satisfaction.

Maybe a reporter could ask this at their next press conference?

Why ask Rangers’ former lawyers? Maybe their present lawyers know?

Maybe they could ask Ticketus for sight of their paperwork – after all, Ticketus might think it is a major creditor?

We shall see what happens today.

I suspect the possibility is that the administrators might say that they cannot speak about this as a police investigation is ongoing, in which case, trhat surely puts Rangers into limbo till the money runs out?

And if the parent company is funding the administrators through this funding, and, as Mr Johnston thinks, there has been criminality, can Duff & Phelps continue where they might be running the club from proceeds of crime?

On a side note, but also of great importance, indeed VITAL importance, one of my excellent readers, DCR, has prepared a map showing Mr Whyte’s corporate structure at present.

I tried something similar but ended up with a migraine and lots of waste paper!

It is excellent and I commend it to you. If anyone wants to chip in comments or additions, then feel free.

It is good to see that Mr Whyte’s affairs are ordered in a simple and straightforward manner!

You can find the document here. CW Corporate Structure

The plan does not list the following dissolved or wound up companies where Mr Whyte was involved, or is believed to have been.

1.       Vital Plant Services Ltd

2.       Vital Holdings Ltd

3.       Vital Development Capital Ltd

4.       In-Store Security Services Ltd

5.       CCS 1996 Ltd

6.       CSS 1996 Ltd

7.       ISS 1996 Ltd

8.       VPS 1996 Ltd

9.       HAG 1996 Ltd

10.   Hire Access Group Ltd

11.   VH Investments Ltd

12.   LM Logistics Group Ltd.

13.   Merchant Corporate Recovery PLC

14.   Email Factory UK

15.   Saltire Renewals

16.   EMF Management Ltd

17.   Kirsten Management Services

18.   Re-Tex Plastic Technology

19.   Cathedral Security Services

20.   Priceless Protection Ltd.