Where Stands The Rangers Bidding War? Is Either Bid in the Interests of the Creditors? Or Is it all Just PR?

 

 

In which I look at the most recent pronouncements by the administrators; the Blue Knights v Bill Miller battle; the appearance that Duff & Phelps are uninterested in the interests of creditors; the brilliant plan by Bill Miller; the inevitability of liquidation; and as an aside, the suggestion that Messrs Whitehouse and Clark of Duff & Phelps could themselves be summoned for bringing the game into disrepute!

 

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Rangers administrators, Messrs Whitehouse and Clark of Duff & Phelps (D&P), seem to be reaching the end of the road in the bidding process for Rangers. The final deadline, at least the most recent final deadline, has passed. Nearly 11 weeks have gone past in the administration process, with D&P’s costs running at over £200,000 per week.

After interest from Club 9, Bill Ng, a German consortium (did we ever find out who that was?), Brian Kennedy, the Blue Knights without Brian Kennedy, the Blue Knights with Brian Kennedy, the Blue Knights with Ticketus, the Blue Knights without Ticketus, and Bill Miller, we seem to have reached the final contest.

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The Trucking Tycoon v the Blue Knights – Let’s Get Ready to Rumble!!!!!

In one corner, wrapped in the Stars and Stripes, we have Bill Miller, the trucking tycoon, who has bold £11.2 million, and at first demanded written confirmation from the SPL and SFA that Rangers would face no more sanctions other than the 10-point penalty already imposed. His demand was followed by the SFA Judicial Panel imposing fines totalling £160,000 on Rangers, and a 12-month embargo on registering players other than under 18’s.

There remains an SPL investigation into “double contracts” and illegal payments, and the SFA appeal process is still to conclude.

In the opposite corner, wearing the Saltire and the Union Flag, we have the pick and mix assortment of the Blue Knights, led by Paul Murray. Mr Murray of course was a director of Rangers for four years, during which time, undoubtedly based on detailed legal advice, the Rangers Board made no financial provision whatsoever for the “Big Tax Case” which would be crippling to Rangers if the actions of Mr Whyte over the last year had not already resulted in administration.

No one has yet answered the question as to how Mr Murray qualifies as a “fit and proper person” having been a Director of a football club in the five years prior to an Insolvency Event. Although, as the SFA Chief Executive Stewart Regan said, the test is a “myth” and the SFA relies on clubs to fill in the forms correctly, if Mr Murray does gain control, then as long as he ticks the correct box, the problem is solved!

His new sidekick is Brain Kennedy. He is a very successful businessman, but one who seems to have no attachment to Rangers, He is believed to be a Hibs fan, but in fact more interested in rugby. His involvement in this process seems to have been reluctant, with him saying earlier that (and I paraphrase) he did not want to be the successful bidder, but he would step up if no one else did to save Rangers and its legacy. That was not exactly Bruce’s speech to the troops at Bannockburn, or the Gettysburg Address as far as rallying cries are concerned.

However, this is set to be the final battle, and as the money at Ibrox runs out, as the players get closer to returning to full pay, as the time for selling season tickets has arrived but none can be sold till matters are clarified, how likely is it that we are near the result?

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What Did D&P say on Friday 27 April?     

(With my comments in bold)

David Whitehouse, Joint Administrator, said: “We can confirm this afternoon that we are in receipt of two formal bids for control of Rangers Football Club. Both bids at this stage remain conditional.”

The last date for unconditional, best and final, bids passed a while ago. However, what is a deadline for if not to be passed?

 

“We are in receipt of a bid from Bill Miller whose bid is conditional on securing greater comfort and clarity from the football authorities in relation to sanctions against Rangers. Clearly, the events of last Monday night when the SFA’s judicial panel imposed severe and, in our view, unwarranted penalties on the Club had a destabilising effect on the sale process. “

I wrote before about this. Good luck to Mr Miller seeking “comfort and clarity” from football authorities! I cannot see how the authorities can backtrack now from dealing fairly with Rangers. As has been discussed, for example by the NoToNewco group, it would be a travesty for Rangers to have its offences ignored.

Did the decision of the SFA Judicial Panel lead to a reduction in Mr Miller’s offer? If not, then it has not “de-stabilised” his offer. As he made clear just over a week ago, if he did not get the written guarantees he wanted, then he was out of the process.

D&P might find the verdict severe and unwarranted. They can argue this at the appeal!

One wonders whether their comments regarding the decision might render them liable for action by the football authorities. I will come back to that in another piece (if time permits).

 

“However, since then, Mr Miller’s bid team have worked to develop a structure which enables the wishes of creditors to be taken into account whilst ensuring that the Club is taken forward well-capitalised and the requirements of the footballing authorities are met. Mr Miller hopes a solution to all regulatory issues can be found and his team has been in constructive discussions with all relevant parties this week.

Hooray! D&P have mentioned the interests of creditors! It has taken nearly eleven weeks, but they have now done so! The Proposal to Creditors, running to over 30 pages ignoring Schedules and Appendices, mentions “the interests of creditors” once! This is in the context of the Ticketus deal.

The Insolvency Act requires more than taking the wishes of the creditors into account. Any and all actions by the administrators, whether to save the company as a going concern or to sell off the assets MUST BE CARRIED OUT IN THE INTERESTS OF THE CREDITORS. I think this phrase is becoming my version of Carthago delenda est!

“Mr Miller hopes a solution to the regulatory problems can be found”.  I hope to find the Treasure of the Sierra Madre, but if I don’t leave Hamilton, it will be difficult.

What “relevant parties” have Mr Miller and his team had “constructive discussions” with? Presumably in light of the Rangers fans opposition to the SFA as expressed in their march yesterday, they might not take kindly to Mr Miller sitting down with the SFA?

Will Mr Regan or Mr Doncaster tell the public, or even their own members what these discussions are, and whether or not there is any consideration being given to Mr Miller’s “demands”? I suspect not. Will Mr Miller’s discussions be disclosed to the Blue Knights? One assumes that, if the SFA give reassurance and comfort to Mr Miller, this would apply to any other bidder? Has Mr Murray asked for this, in the interests of “transparency”?

 

“This afternoon Brian Kennedy and Paul Murray submitted a bid which is conditional on a CVA being approved by creditors and we will seek guidance from prominent creditors. It is also conditional on the acquisition of the shares of Craig Whyte in the football club and we have asked for this and other points in the bid to be clarified.

The Blue Knights + Kennedy bid is conditional on a CVA. Therefore they need to make a proposal which gives something to D&P to allow a payment to the unsecured creditors.

 To do so requires:-

(a) enough to pay D&P, whose bill will now be over £2 million, and running at £200,000 per week;

 (b) enough to pay preferred creditors, such as employees with unpaid wages though this figure will be small and may in fact be zero;

(c) enough to pay the secured creditors, being Close Leasing for at least £1.6 million and Rangers FC Group Ltd, for a sum of unspecified millions; or

(d) action by D&P to eliminate or invalidate Group’s Charge.

If the plan is to rescue the existing club, then there must also be:-

(e) enough to buy Mr Whyte’s shareholding; or

(f) action taken by D&P to dilute his control or to invalidate his purchase.

If I was a “prominent creditor” I would be very interested to see how on earth the bids so far get anywhere near covering these issues!

It is also interesting that Mr Whyte was declared to be “irrelevant” or “not an impediment”. Now the bids have to deal with buying his shares!

 

“We note the statement today issued by Ticketus and its withdrawal as a potential partner for the Blue Knights.

So Ticketus join the list of unsecured creditors, or else the “rescued” Rangers needs to pay a huge percentage of its season ticket income for the next three years to Ticketus?

 

“What should be clarified is that neither bid involves liquidation of the football club. In terms of quantum, there are significant differences between the two offers in terms of a prospective return to creditors and approach to future funding and these have to be evaluated. We will provide a further update as soon as possible.”

Thank you Mr Whitehouse for the clarification that neither bid involves liquidation. Of course that decision is not ultimately in the hands of the bidders. It is in the hands of the administrators, acting IN THE BEST INTERETS OF THE CREDITIRS!

For all the talk of “incubator companies” and corporate heart transplants and the like, I have not yet seen a cogent explanation, short of someone wanting to put tens of millions of pounds into the pot for creditors, as to how Rangers avoid liquidation.

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That was Friday. Over the weekend, so farm, there have been further discussions. Scotland on Sunday reports the latest position today.

I have extracted Mr Whitehouse’s comments from Andrew Smith’s piece and, as above, have added my own beneath in bold. I would commend the whole article as well worth a read.

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“We’ve had two bids and we continue to discuss them with both parties,” Whitehouse said. “The Blue Knights bid needs to be increased so that it is more value to creditors. They need to increase it significantly. Bill Miller’s position is clear. The Blue Knights position is not clear.

“The Blue Knights’ position is not clear”. After all of the to-ing and fro-ing, after the weeks of discussion and analysis, the Blue Knights’ position is still unclear, yet they have submitted an offer. If the offer is not clear to D&P, how can it be capable of acceptance?

If, as commentators such as Professor David Hillier believe, the Blue Knights are “low balling” because they do not believe Mr Miller can come through with his bid, have they too forgotten about the interests of creditors?

They are being told, in clear terms, that the administrators want more. How much more do they need to meet goals (a) to (f) as outlined above?

 

“We are in detailed discussions with the Blue Knights to see if their offer can be increased to a level which will be acceptable to creditors. We would encourage both bidders to focus on finalising their bids in terms of deliverability rather than seeking to discredit the other. We only have two bids and therefore it is important that the removal of one of those does not make liquidation actually more likely.

A sensible call for the bidders to focus on their own bids rather than the PR. However, as many consider there is no alternative to liquidation, then surely any bid, short of an offer far larger than either party is contemplating, can only be PR.

Interested parties are moving into position to proceed with an offer to buy the assets from the administrators, leaving oldco to liquidation, or to buy the assets from a liquidator. However, as neither wants to be seen as having delivered the coup de grace, they have to maintain what appears to be the pretence of not planning for liquidation.

“It is important that the removal of one of those does not make liquidation actually more likely.” That is an odd sentence, I feel. Of course having two bidders is better than one as there is more prospect in a normal case of the bidders competing to raise the price – that does not seem to have been the case here.

 

“We are not in a position of supporting one over the other. Bill Miller has made it very clear that he values the support of the Rangers fans tremendously. He sees the fans as his customers in support of his bid. We would encourage the fans’ groups, therefore, to embrace both bids at this stage to keep alive the prospects of a successful outcome.”

“Mr Miller sees the fans as the customers”. Basil Fawlty would have referred to that as a statement of the bleeding obvious!

 

Those prospects should become clearer in a matter of days, according to Whitehouse, who accepted that “people would be fed up with hearing” of possible end-points to the bidding process. But this has been the case only because Duff & Phelps have received no bid that accounts for owner Craig Whyte’s 85.3 per cent shareholding, no “quantum” offer that makes a CVA seem genuinely deliverable and no word about the timescale for a decision of the tax tribunal that could land Rangers with a £60m bill for the use of an Employee Benefit Trust scheme.

At least there is a recognition of the varying end-points and the problems this has caused.

Mr Smith has either taken the last part of the paragraph verbatim from Mr Whitehouse, or else the writer possesses a very dry wit.

What are the obstacles to a successful bid?

(a)    No bid accounts for the 85% shareholding owned ultimately by Mr Whyte.

(b)   No bid is of sufficient value to make a CVA deliverable.

(c)    No decision yet about the First Tier Tribunal.

To quote the great Mr Fawlty again “Otherwise OK?” Short of having two dead pigeons in the water tank, how could it be worse!  

 

“This really is the last minute,” he said. “Bill Miller is basically there in terms of his bid and we would expect to know by Monday or Tuesday whether we’re dealing with Bill Miller or not and whether we’re dealing with the Blue Knights or not. Both parties need approval from the football authorities, otherwise it makes a mockery of the business plan.

The vital words in the statement come here. Bill Miller is “basically there in terms of his bid”. That implies that Mr Miller’s £11.2 million bid is acceptable to D&P.

Does this suggest that the vital votes by creditors have gone in their favour, allowing them to batter on with a CVA?

What approval from the football authorities has been asked for? Do the SFA and SPL consider they have duties to consult their members, or id the Chief Executive of each company happy to use executive powers to reassure the bidders?

It is also telling that, in an echo of what counsel for D&P said in the court last week, Mr Whitehouse is saying this is the last minute.

 

“There is no reason, in our view, why these bids should drag on into the later part of next week. If the successful bidder goes down the stand-alone CVA route they can be in control of the club before the start of next season. If it‘s a newco with a CVA on a side route then they can take control by 11 May.”

Here we are again at the “with one bound, it is free” position. After all of the posturing, D&P have said that the Miller option, “a newco with a CVA on a side route”, can allow control to be taken by 11th May.

Alternatively, under a traditional CVA, the new owner can be in control by the start of next season. Both options depend on the matters mentioned above, and neither looks to be putting up the money needed to give a CVA any chance. So whilst in theory a CVA could result in a new owner being in charge by next season, I do not see how it can be achieved.

Let’s look at the “newco with a CVA on a side route”. This is, I assume, D&P’s analysis of the “incubator company” route.

First of all, a newco implies the end of the oldco. More realistically, it involves the assets of Rangers being sold to a newco, and then, supposedly, the proceeds of the sale of the assets being used to fund the CVA for unsecured creditors so that, once everyone is happy and the debt extinguished, the newco and oldco merge and the history is saved!

Such a plan, which seems to be an acknowledgement that the company cannot be rescued as a going concern, would still have to overcome the issues I identified at (a) to (f) above. Otherwise Rangers Football Club PLC will be wound up.

In a business sense, and Mr Miller has made clear he s in this for the money, as indeed he is entitled to be, there is no case at all for the “incubator company” route. It is far more likely that Mr Miller would buy the assets and put them into his newco “by 11th May” as D&P say and then winding up of the oldco would happen.

Why have the change made by 11th May?

That seems to be an effort to resolve the problems caused for a newco in relation to a licence to play in Scottish football, membership of the relevant bodies and ownership of the SPL share by having the newco step into oldco’s shoes before the last game of the season.

Under this plan newco, owned by Mr Miller, would become oldco. It would inherit oldco’s points and position in the league. It would be bizarrely similar to Mr Whyte, who completed his takeover last year just before the league was won, and pranced about with the SPL trophy as if he had been an ever present in the team, rather than the owner of the club for a week!

Mr Miller might think that, if newco gets to inherit oldco’s position, then newco can start next season in the SPL, no questions asked, and indeed, in those circumstances none of the SPL penalties to be discussed tomorrow would apply!

It would be a brilliant plan, except that it depends on the SPL allowing newco to buy all of oldco’s assets, to include its points this season! It depends on the SPL agreeing, mid-season, to the SPL share being handed over from oldco to newco. It depends on the SFA and SPL agreeing to permit a newco, with no trading record, to parachute directly into the league.

It would depend on the SPL agreeing that such an event was not a liquidation so as to save Hibs or Dunfermline from relegation.

It would depend on natural justice and good corporate governance and sporting integrity being dumped overboard.

Mr Smith ends his piece with his own line of commentary, which I think is suitable to end this piece too.

 

And if it is a newco, the old Rangers timeline will effectively end.

 

Posted by Paul McConville

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37 Comments

Filed under Administration, Football Governance, Insolvency, Insolvency Act 1986, Rangers

37 responses to “Where Stands The Rangers Bidding War? Is Either Bid in the Interests of the Creditors? Or Is it all Just PR?

  1. Derek

    Paul
    I get a bit pedantic about the use of the term CVA – there can be no CVA if the oldco sells the assets and the business to a newco. There is simply a CVL.
    And don’t forget there are the expenses of the Admin (including post-Admin tax liabilities) to be cleared before D&P’s remuneration –

  2. J Graham

    Thanks for the comprehensive summary of the current position; getting to the stage where I can understand just about all of it (domestic finance is at the limits of my understanding never mind corporate). I realise it’s about poker & posturing now, but even so the admins’ utterings are contradictory even in the same article, thanks for taking the time to dissect & expose.

    “I love deadlines. I like the whooshing sound they make as they fly by ”
    Douglas Adams.

  3. Garibaldi

    Paul,
    I wish I had went to study as a lawyer when I left school, your site is first class, at the moment I just lke to be a pretend Sherlock Holmes in order to help me work out why Brian Kennedy has shown such a keen interest in a Club he has no attachment to, easy to say I can only guess but searching on the internet assisted me. To anyone who with a spare hour on their hands do a little research, you will find out a number of things which might explain why the Media have over keen to paint such a nice picture of a wealthy benefactor.

  4. Seems to me, with my limited knowledge of company law, that the appropriate term is fecked.

    I can’t see any way that all of this can be resolved. The obstacles you set out, Paul, are just too big. And the timescale is much too short to have anything at all, any type of structure, in place for next season.

  5. I had no idea that was the plan …that newco just simply becomes oldco mid-season picking up the SPL share and their remaining points. Really?

    I realise people keep saying that newco won’t be liable for any oldco debts…but this sounds like a total phoenix.. the very definition of a sham liquidation. Surely HMRC would pursue a company that welshed on its taxes and just carried on with no change except a number at companies house.

    To me that sounds like a fraud.

  6. Tommy B

    I am naive but please tell me how a CVA can be either organised or agreed, without or before the FTT decision. Surely HMRC are going to have a major part to play. D&p appear to downplay the BTC, do they know something we don’t, or is it all a big charade?

    • Very good questions Tommy.

      I must be as naive as you. I am sure Duff & Phelps will make it clear soon!

    • Surely it makes complete sense from the creditors (and D&P’s) point of view to fast-track the meagre bid offerings into a CVA before there’s an additional £30-50m of debt to factor in?

      The winners (sic) of the bidding process will then take on the running of an unprofitable fitba’ club, with the spectre of HMRC deeming them too similar to theor previous incarnation and starting this whole show all over again.

      As a Celtic fan, thanks Messrs Whyte and Murray – it’s the gift that keeps giving.

  7. Paul, another excellent piece, as par for the course.

    One point I need some clarification on though, and I may have misinterpreted your comments towards the end of the post.

    My understanding is that, notwithstanding RFC entering liquidation before the season ends, whoever finishes bottom of the SPL will be relegated (i.e. Rangers’ demise would not save the bottom club). Rather, Dundee as second placed club in the first division, would take the vacant spot in the SPL.

    I realise the point is moot to a large degree, either way one of Hibs, Dunfermline or Dundee would suffer if a newco was allowed to assume the place of the oldco in the SPL.

    • Hi Rob,

      SPL rules are trhat, if a club goes into liquidation and thus disappears, there is no relegation. It is easy of it happens mid season, but more comples if in the close season. When, precisely, is a team relegated?

      I think I can sense a few thousand words coming on!

      • Thanks Paul, I have to admit that your position is what i had originally believed the situation to be, but some posts on other blogs seemed to suggest otherwise. I’m happy to accept your informed view, and the additional point you make is very interesting!

        No doubt there could be interesting debate if the situation arises. My view would be that if a club in the SPL is unable to take it’s place in the league for the new season, then it’s place should be filled by the club that dropped out. That seems a fair and rationale outcome, but then when did fairness and rationality start entering the equation?!

      • Bhoywonder

        The saving grace is that, since RFC (ia) are in the top six, they cannot effect the relegation battle. That could have caused problems. But, I fully expect RFC (ia) to finish the season. Therefore, regardless of status, this should allow promotion into the SPL and leave Dunfermline or Hibs where they are….I think.

      • Shyster, Flywheel & Shyster

        Hi Paul,

        I think how it works is that if a club goes into liquidation BEFORE the end of the season, then there is no relegation from the SPL and one club is promoted from the SFL.

        However, if a club goes into liquidation AFTER the end of the season (i.e. after the bottom club has been relegated from the SPL) then a second club will be promoted from the SFL.

        In both scenarios, the SFL will need to restructure its divisions and select a new club to join Division 3, which may or may not be Newco as the SFL would need to grant dispensation to Newco as it does not meet SFL criteria for joining.

        Of course another scenario might be that the SPL deduct enough points from Rangers to make them finish bottom of the SPL and thus relegated to Division 1 of the SFL.

        Flywheel

  8. Dhougal

    Brill Paul a wee tear in my eye there ,………….followed by a huge amount o giggles !!!!! BYE BYE GERS ITS BEEN HORRIBLE KNOWING YOOZ !!

  9. Niall Walker

    Paul, I hope you don’t mind me playing devils advocate, so here goes.

    I believe we have a situation at Rangers where the best interests of the creditors coincides with the best interests of Rangers and its fans, annoying as this maybe to some. I will not go into too much detail but I also do not believe this common interest was an accident, it was a planned worst scenario exit strategy.

    Anyway back to the interests of the creditors, its simple, is Rangers worth more to the creditors ( secured and unsecured) under a CVA or liquidation ?

    The answer has to be CVA or you can not add up,, a CVA offer of 9 milion c/w the original 26.7 million Ticketus deal guaranteed by B Kennedy, is worth 25.7 million to a secured creditor( CW) and 9 million to the ordinary crediitors. There will be also some deal that protects the 7 million bondhoders( debentures) and remove them from the secured creditor list. Also by not liquidating, there is no liabilkity for 200 redundancies @ 2-3 million.
    CW WILL HAND OVER SHARES TO WHOEVER GUARANTEES THE 26.7 MIILLION FOR £1, AND SAVE SOME FACE.

    Total amount returned to creditors approx aprrox 44-45 million under a CVA, 9 million of which is 10% of the remaining liability of 90 million. Most of this debt is to HMRC , and yes I am one those unfortunates who does believe they will do a deal, my reasons have already been posted.

    In liquidation, Rangers assets would have to be sold for 44-45 million to give the creditors the same return, in fact the offer has to be above 36 million for the ordinary creditior to get anything at all, secured creditors come first in a liquidation, Now anyone who values Rangers at 50 million in liquidation with no history and brutal penalties , would value Rangers HIGHER under a CVA for the before mentiond reasons. Ergo it is financially impossible for Rangers to be worth more to the creditors in liquidation than a CVA..In the unlikely event liquidation did occur then HMRC better pray someone bids 45 million for the assets because they will be blamed by all the other 300 creditrs for their loss.

    Crag Whyte restructured the debt and increased the security liability right up to the maximum breakown value of Rangers…36 million. He intentionally made the returns from liquidation zero to ordinary creditors, knowing full well who the largest vote casting ordinary creditor would be in a years time.

    He believes they will do a deal and I agree with him.

    Anyway just a thought.

    • How are you so sure Craig Whyte will do a deal? He has said consistently he won’t. And why does a guy with a brass neck suddenly want to save face? I reckon he’s going to need at least a million quid just to get those boys at Google to delete his interweb history all over again.

      Joking aside, I can’t imagine Rangers fans would back the selling of their club for a pound and the clearing of debt – wasn’t that what Whyte did?

      My understanding is the Septic’s bid is around £13m and the Barren Knights (brilliant whoever came up with that!) is less than half that. There will be buttons for creditors in either of these cases.

      Let’s not forget that Rangers have been “unprofitable” in the SPL for a decade – even with Champs League money and serious investment from a tax-dodger in SouthAfrica and a tax-exile in the Bahamas. What’s suddenly going to change? Rangers will need to cut their cloth according to the new order and that will undoubtedly affect their “product” on the pitch.

      This isn’t the place to talk scorelines, but yesterday’s performance by a full-fat Rangers team may seem stellar compared to the Rangers-lite that will be the result of a CVA. the SPL may need to re-negotiate that “4 games a season” clause with Sky even if they someho manage to stay int he SPL…

      • Niall Walker

        Hello Jocky,

        Craig Whyte has never intimated he would not do a deal, in fact its the opposite, he has consistently stated there is no reason why Rangers can not be sold under a CVA, and this involves him selling his shares. I have explained that his shares under a CVA are worthless unless there is a Ticketus shortfall, any value he places on these shares outwith the Ticketus deal affects the CVA-liquidation coefficient, and he gets nothing in liquidation. If he asks for more than a £1 then the buyer will go for liquidation, the new shares cost nothing, he gets nothing and he is publicly blamed for causing a liquidation he clamed was unnecessary.

        I have demonstrated to you HOW the 9 million bid from TBKs-BK can result in a 45 milion return to the creditors and nothing you have said contradicts my calculations. As for BMs bid of 13 million, in all my years of being involved in administrations, receiverships and liquidations I haven’t a clue what he is proposing and have no intentions of trying to unravel his musings, like Paul I believe it is liquidation wearing Emperors clothes and he is hoping the SFA, SPL and fans don’t notice it is naked..

        Finally, I do accept that turning Rangers aroUnd is no small task, especially with the unrealistic expectations of the modern Rangers fan.
        However if this never-ending fiasco does nothing else it will force fans to come to terms with their new reality, like Celtic, the squad will be of a standard that occassionally ventures into Europe past qualification and loses one-off cup matches to SPL rivals more than they used to.

        Rangers and Celtic are not even selling clubs like the old days, any young player of exceptional talent will be pinched long before they can mature into a high value player. In the old days before Sky there were few teams in England that could compete with OF wages, now there are over 30-40 of them.

        I have no problems with players in the OF only earning 250-500,000 per year, its actually quite a lot of money.

        • OK – I should have said “Craig Whyte has consistently said he won’t give up his shares for nothing and £1 is a number approaching zero in monetary terms.”

          You might have written “HOW the 9 million bid from TBKs-BK can result in a 45 milion return to the creditors ” but I’m not sure its been demonstrated as I don’t understand it. Sorry, I don’t have years of experience in admin, receiving or liquidising but I certainly don’t think I was contradicting your calculations as tbf I didn’t understand them, I was merely questioning your suggestion that Craig Whyte would do the obvious and morally correct thing. Given his track record I think those are the last things he’d do!

          Serious bit here, I promise – if you could explain to a layman like me how £9m returns £45m to creditors I would massively appreciate it as I really don’t get it.

  10. Mike Murphy

    What annoys me about all this hullaballoo is that, ultimately, it’s a fairly obvious insolvency situation. Any company (and I mean ANY) which trades while insolvent and which cannot clearly show a serious income stream or new investment which brings the company out of that insolvency is trading illegally. Obviously D&P are acutely aware of this but it appears that they have been some latitude while trying to find ‘buyers’. If Rangers had been an unknown business which owed tens of millions to HMRC would they have had so long to sort their mess out???

    • Niall Walker

      Mike,

      The January transfer window is CWs get out of jail free card on the trading while insolvent charge, he anticipated a large influx of funds to pay arrears and for future working capital, and it simply did not materialise, happens in business all the time. He also never took out a penny personally from the company which removes another potential charge.

      He called in the administrators within 2 weeks of this transfer window closing.

  11. Niall Walker

    p.s.

    The main intention of HMRCs policy is to prevent shareholdres or owners from being rewarded by a CVA, this is another reason why Craig Whyte will sell his shares for a £1.

    No reward to owner, 45 million to the creditors, 7 million to HMRC, 2 million to 300 small creditors, and 4 months of national coverage on EBTs.

    HMRC will agree to the CVA.

    • Bhoywonder

      Niall,

      That just doesn’t make any sense. Why would CW buy what he believed at the time to be around £74m debt; go through all the stress involved in dealing with MSM, meetings and court cases, then sell back for a £1 and walk away with nothing to show for it? CW is an asset stripper and will have little emotion directed at RFC (ia) I’m sure that is why Paul Murray was opposed to the takeover. He knew back then what we know now….RFC will be wound up and CW will make a handsome profit; no doubt about that. And “Rangers will be in a better position than they were in” as newco will be debt free and starting afresh with no financial baggage….and I’m sure handsome backing over the next 3 years to ensure rapid progress. I hate appearing to agree with CW, but what he has done is legal although somewhat immoral. CW holds the key to Ibrox and will not relinquish a possible bounty of £11m without a fight….why should he?

      • Niall Walker

        Morning, Bhoy wonder,

        Thanks for your reply, and I will endeavour to answer your two main points:

        The shares of Craig Whyte in liquidation are worth nothing, his floating charge goes straight to Ticketus, he invested no money in and took no money out, it is fairly obvious he did not buy Rangers with the intention of profiting from its liquidation.
        Can we say he bought Rangers with the intention of putting it into administration and making money out of a CVA ?
        Again we run up against pesky evidence that contradicts this premise, he increased the debt structure by some 9 million, and made himself personally liable for the whole 26.7 million. This debt plus other secured debt in effect reduces his share value under a CVA to zero, the total secured debt ( 36 million) is equal to or greater than the market value of the company, and subsequently his shares.
        There is also one other obvious reason why this strategy is unlikely, Craig Whyte knew the largest ordinary creditor ( HMRC) would vote against any CVA where the owner benefits or is rewarded.

        Orchestrated administration with an increased secured debt structure was plan B, only to be implemented if Rangers failed to reach the group stages of CL and Rangers became a 1 million per monh loss making business. Once Malmo knocked out Rangers in August, Craig Whyte had no intention of pouring in his own money for a year, knowing there was a potential 75 millon liability at the end of the year. He used HMRC contributions from this point to shore up the monthly losses, by October Rangers were out of two more cups and he himself has stated he should have put the club in administration there and then. He kept going in the hope that a January transfer window firesale would create a 10 million surplus, and it didn’t, it only balanced the ins an outs. He then picked up the phone within 2 weeks and called in the administrators.

        Plan A was to increase the secured debt to a level where liquidation could not be used as a threat by HMRC during EBT debt negotiations, HMRC would have to accept a payment plan for the BTC or liquidate and get nothing. It was a £1 gamble and it didn’t work out, football results on the park sealed their fate.

        Rangers got stuck with a group of unaffordable players that no one else wanted, when they failed to perform Rangers lost 10 million, it was a dreamers business strategy, SDM was a dreamer and CW was not.

  12. Pingback: Duff&Phelps… A Modus Operandi… | Web.3D.Law

  13. redetin

    What a strange “bidding” system!
    – No closed bids or agreed bid opening time.
    – No official closing date; multiple changing deadlines.
    – Non-compliant bids not rejected.
    – Invitation to one party to increase their bid.
    – No confidentiality, but daily disclosure by all parties of their discussions.
    I’m not surprised that bidders are not keen to part with a non-returnable payment for preferred status. In the oil industry we were always aware of the “winners curse” when bidding for business, and somewhere behind this Rangers deal there is surely a curse.

    • Shyster, Flywheel & Shyster

      redetin,

      They certainly would not get away with this open bidding in the Oil & Gas industry.

      It does appear that the Administrators are playing one bidder against the other in an attempt to increase the bid value, but by doing so each knows the other’s hand.

      If TBK could not raise 500K with Ticketus for exclusivity I cannot see how they can raise the money without them.

      Flywheel

    • Niall Walker

      It is somewhat naive to suggest that the world operates on a sealed bid basis, it is ludicous to suggest this happens for companies in administration where the conditions are continually changing.
      Even in the oil and gas business, design modifications require a modified bid and in the case of Rangers there has been a lot of changes affecting its price.

      I must point out that liquidation sales are auctions, CVA bids are glorified Dutch auctions.

      • redetin

        “naive to suggest that the world operates” is a strawman argument, as is “ludicrous to suggest….continually changing”. Design modifications may indeed occur, in which case all bidders are informed simultaneously. My point is that this specific bidding process seems to lack business integrity.

  14. Niall Walker

    Rangers debts both secured and unsecured are greater than the asset or market value of the club, therefore it is impossible for Craig Whyte to make any profit, never mind an 11 million profit.

    Craig Whytes shares are worth nothing In liquidation and nothing under a CVA, if there is a shortfall in the Ticketus deal then he wil want this deficit for his shares but again he is not profiting, all the money goes to Ticketus.

    • Thanks Niall for your detailed and thorough analysis of the position.

      When time permits, I will come back to you with my thoughts in response.

      Your interest and contributions are greatly appreciated.

  15. Niall Walker

    Redetin,

    Is comparing the industrial bidding process against the bidding process of a company in administration any less of a straw argument than mine ?

    They are two different animals, it is the administrators job to drive up the price, they represent the victims and a lot of the time they are dealing with the perpretators or unscrupulous bidders trying to get a bargain basement price.

    I am not suggesting it is normal, I am suggesting it is normal in administration bids, it is an auctioning process.

    • redetin

      Thanks, Niall, I apprecieate these differences. My original point was that normal controls seem to be absent (as compared to other commercial bidding processes). But if we’re comparing it to an auction, you expect everyone in the auction room to know the rules. In this case there seem to be no rules, or they’re made up on the hoof. My experience is limited to oil asset divestment.

  16. Niall Walker

    I must point out the obvious, neither TBKs, BK nor BM are interested in the well being of the ordinary creditors, it is referred to as dead money. The whole point is to keep ones investment until after the debt is cleared, then it will make you more money. As far as I am aware any UEFA or SFA creditor will be paid out of current or future prize money, non-association members can whistle for their money or try and recoup their losses by trading with a more secure Rangers..

    Business is not a game for the faint hearted, it is by nature Darwinian, the survival of the fittest.

  17. Niall Walker

    I would suggest if Rangers fans are ashamed of the number of small ordinary creditors left in the lurch, they pay them from the RFF instead of wasting it on appeals and lawyers.

    Even exiitng from administration It is likely Rangers will not be in Europe for 3 years, and will face 3 years of point deductions and financial penalties, the scale of wrong doing is staggering and all the chickens have come home to roost.

    Rangers fans may even accept being stripped of certain titles, its better than being stripped of their whole history.

    • Richboy

      Niall, Just want to say that, although I don’t always agree with you, it is great to hear your point of view. On occasions where I have had staunch views on certain aspects ot this tragedy you have managed to let me see the other side of the coin. Thank You.

  18. Niall Walker

    Morning Jocky,

    Sorry I nearly missed your reply and I will endeavour to explain my case in laymans terms.

    Rangers have approx 36 million in secured creditors and they don’t want cash, they want their old deals back for various reasons, one of which is the assets sold under liquidation may not return 36 million. A CVA bid that includes their guarantees removes them from the list of creditors, add this to the 9 million offered to the unsecured creditors and you get a combined creditor return of 45 million.

    Everyone would get the same return and share in liquidation if the assets were sold for 45 million cash, 36 million would go to the secured creditors and 9 million to the unsecured.

    CVA bids offer more than the anticipated asset sale price as an incentive to the creditors not to liquidate, therefore it is illogical to state a liquidated Rangers would bring a better return to the creditors, secured or unsecured.

    The reason I do not believe a liquidated Rangers is worth 45 milion is simple, nobody has put an offer even close to this figure, asset strippers are vultures, they wait until the dying become the dead before they pick the bones.
    If I was a secured creditor I would be worried a liquidated Rangers asset sale would raise 36 million, never mind 45 million.

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