As the heading says – a few quick questions.
Mr Miller plans to acquire the assets of Rangers – does this mean everything, including Ibrox, Murray Park, players, rights to income (ie SPL prize money) and “goodwill” (ie history)?
Is his offer a flat payment of £11.2 million, with no extra sums derived from future income to go to creditors?
Therefore, is it fair to say he has valued the assets and business of Rangers, debt free, at £11.2 million?
Do D&P believe that there is no way that a higher sum can be achieved in the INTEREST OF THE CREDITORS (Carthago delenda est) by a fire sale of players then liquidation?
What “guarantees” have been given to Mr Miller by the SPL and SFA?
Have any such guarantees been approved by the respective Boards?
When will the SPL consider the application for the share transfer?
How do the SPL intend to effect the transfer of players’ registrations from oldco to newco?
Does Mr Miller agree that, as the Herald reported this morning, players can refuse to join newco and walk away as free agents? If not, why not?
Will the SFA penalties apply to newco or oldco?
Have HMRC “approved” the Bill Miller plan, even though the FTT has not reported?
If not, why did D&P say it had?
Will D&P listen to an increased offer from the Blue Knights?
As D&P consider that administration of oldco will last many months (at fees of £200,000 per week) what will be left to put into an oldco CVA?
As a successful oldco CVA will mean that Mr Whyte owns 85% of oldco, debt and asset free, how does Mr Miller propose to merge the oldco and newco, which is an integral part of his plan to save the history?
Is Mr Miller’s plan therefore an admission that the “history” dies with oldco if liquidated?
If Mr Miller does not complete the purchase, and the Blue Knights walk away, is it inevitable that D&P wild Rangers up?
What happened with the creditors’ votes?
How on earth are “Rangers” being allowed to carry out a plan which seems to ride a coach and horses through “Financial Fair Play” and “sporting integrity” circumventing all of the SPL and SFA rules on licences, shares, membership etc?
Will “Rangers” who play at Perth on 13th May be oldco or newco?
I will try later on to offer some answers to the above, if I can!
Random Thoughts Re Scots Law by Paul McConville 
Paul
If you can provide answers, then you are a wiser man than Solomon
I suddenly understand Mill Biller’s tactic. He’s a D&P stooge- Announce that you plan to cut Rangers* in half, and thereby flush out the entity which cares most about keeping it whole. Shit has just gotten Biblical.
There is still one thing in all of this which is confusing (ok, there are many things, but one which hasn’t been discussed much in the last few days). Miller refuses to talk to Whyte or Ticketus and seems to assume that Ticketus in particular will become an unsecured creditor of oldco and therefore, not really his problem. However, if Whyte is to be believed (and I accept that a GIANT leap of faith would be required for that) he has given personal and corporate guarantees to Ticketus. If we accept that Whyte holds the floating charge over the assets what happens when Ticketus calls in its guarantees over Whyte and companies and Whyte in turn excercises his floating charge?
Paul
You are doing the work of the Scottish sports journalists for them. Armed with all these questions they will be grilling D&P! They will won’t they? What’s that you say don’t hold my breath!!!!
okay what about the SFO , ,read this it sound like bill Miller’s grand plan
http://www.sfo.gov.uk/fraud/what-is-fraud/corporate-fraud/asset-stripping.aspx
good luck with that one.
As someone with absolutely no knowledge of insolvency laws (except what I have picked up from this excellent site), I am astonished that D&P would put themselves in such a position. Blind Freddie can see that this deal is extremely unfair to the creditors and is only being allowed to save Rangers, D&Ps original and sole intention since February 14th.
What are the penalties if D&P are found negligent by not acting in the best interests of the creditors?
Paul, Why dont you ask David Hillier of Strathclyde Uni, he appears to have all the answers, conducting a Q & A session on twitter atm, apparently all legit and hunky dorey according to him
That has given me a sore head paul ,trying to answer all that , good luck you will need it
Mr Miller doesn’t “plan” to do anything because there are too many hurdles (someone said more than the Grand National) and his “plan” is NOT feasible. There are far too many contradictions, such as: players registrations/licences, asset disposal, SFA/SPL rules, TUPE rules, oldco history to whom?….the list is endless as you expertly detail above. Of course, HMRC haven’t agreed or approved anything as they have clearly confirmed. So, D&P have blatantly lied in public. Why? They are well aware, or should be by now, that a CVA is impracticable and as far from happening as Airdrie Utd winning the CL. Trying to save RFC {ia) at the expense of the creditors has been shameful and they should be held to account.
D&P now realise the mess they are in and want to exit by the back door and leave the passport-less BM to take the flak for something they have wrongly set up, because he has been placed firmly in the spotlight. Where is CW and Ellis in all this? (D&P cleverly omitted them from his press statement) Probably in Chattanooga with BM, waiting for a plane to Cuba hoping their solicitors can asset strip enough for the three musketeers to remain anonymous until the cigar smoke settles in Havana. Yes, I believe Ellis, CW and Miller are complicit with D&P the vehicle (or should that be auto-mobile)
Meanwhile back at the Ponderosa….I can hear the waterfall pouring from every rafter in the Big Hoose.
Technically speaking his offer is worth more than 11.2 million to all creditors, a liquidation sale of 21 million would achieve the same return.
8 milion to the secured debentues and 2 million secured redundancies would leave 11 million to the unsecured creditors. In effect by taking on these liabilities he is paying for them and removing the secured creditors from the equation.
From day one there has been nothing stopping anyone putting in a liquidation bid for the assets of 25 million, alas noone in 3 months has shown any interest in purchasing these assets. Asset book values are terribly misleading, and football stadiums are basically white elephants unless there is some development value.
I recall SDM stating that it would only take 25 million to buy Rangers, he wasn’t far off.
£1 is far off £25m…lol….but your right about the assets Niall
I think the SPL and the SFA will compromise and only penalise Rangers newco as if they are still in administration, if and when the two companies are merged then the penalty ceases.
Naill
Wishful thinking!
Even the SPL and SFA in their ivory towers are not immune to the repercussions not only from EUFA Scottish Football fans but the general public if they hand out a hand slap.
They have been backed into a corner by our American cousin and any concessions will be seen as giving in to threats. in addition the BTC and its findings will make RFC(ia) so toxic that the authorities will have egg on their faces if they blink now.
However it is the SFA (I disregard the SPL which has no scruples) and it is Scotland so who knows what they will do.
Administration carries a 10 point deduction (minimum) each year and an automatic ban from Europe, hardly a slap on the wrist unless you are Pontius Pilate. It may even speed up the merger if this bid ever happens, which I doubt.
I am an optmist and a realist, Celtic would not suffer badly without Rangers but half the SPL could not survive without their away support and Sky TV money. Unlike Celtic it is more than half their turnover, without Rangers you would have 6 SPL teams and the rest, 1st division mediocrity. Even loyal Celtic fans are not going to fill Parkhead to watch Celtic play first decsion quality opposition half the time.
Celtic need good opponents to get good crowds.
If newco are straight into the SPL without penalty then CFC will be the biggest losers. Our crowds will be down by over 20,000 per game as fans stay away from the League of Shame
Paul – The above could be shortened ‘Have you thought about this?’
Great blog – keep up the good work.
Paul
Why are HMRC still silent on this charade.
Thank you for all the effort you put it Paul.
what happened at the court of session today?
As always Paul, your questions are right on the mark. No chance of them being aired in the MSM, which is a great pity. If BM has had positive responses from both the SFA and SPL then who gave them such a response. Obviously, ND for SPL. Surely these matters must only be dealt with at Board level? Keep up the outstanding work Paul; look forward to your next blog/post.
Doncaster is SFA and Regan SPL. It would appear that a meeting or meetings has already taken place, or assurances given by email, telephone etc to BM that any further sanctions would not further harm Newco….How they can say this is incredible, since the meeting to discuss RFC (ia) appeal is on Monday 13th.
A couple of further questions.
The £2m Rangers are due to receive from the SPL for finishing 2nd this season, will this be paid to the oldco or newco.
And will the SPL deduct sums owed to other clubs from the £2m.
I believe any prize money due to RFC( oldco) will be used to pay association members debts in Scotland and possibly their European affiliates, they may even deduct the fines imposed on CW.
My kind of post, qustion, question, question, the answers will come.
£200k per week, an extra £800k per month to the currently unsustainable lowered wage ‘bill’.
Synopsis for the next 28 days – Event Horizon
I think you may find the bulk of the 200k per week expense is in the day to day running of Rangers plus endless meetings concerning the sale, these tasks will be in theory removed by the end of the month. Any bills concerning arranging a CVA for the old company will be mostly legal expenses, and have nothing to do with the newco.
Sounds like an episode of Soap, all we need is for Craigy to be the long lost illegitimate son of Bill Miller;)
Will Duph and Fellps’ costs be taken from the £11.2m that will go into oldco? I can’t see it coming from elsewhere, leaving even less of it to go around for the creditors.
“Do D&P believe that there is no way that a higher sum can be achieved in the INTEREST OF THE CREDITORS (Carthago delenda est) by a fire sale of players then liquidation?”
I just stated this very issue on Alex Thomson’s blog – even at the ‘firesale’ cut-price fees, the first team squad would surely generate at least what the Miller cash offer comprises – i.e. D&P could generate the same funding for the creditors without having to ‘give away’ the fixed assets.
“Does Mr Miller agree that, as the Herald reported this morning, players can refuse to join newco and walk away as free agents? If not, why not?”
And surely it makes more sense to have those players – and their cash value – available on opening day of the transfer market under ‘oldco’ where they are (you would hope!) still contracted – unless of course they were made concessions to become free agents anyway under the terms of their acceptance of the reduced income!!!
How does D&P explain that the Miller deal – generating a whopping 11.2 Million (as reported) – less their fees – generate a ‘better’ deal for creditors than liquidation?
Why are the creditors not asking this same question – and lodging legal block against the transfer of the key assets into a ‘shelter’ and against D&P for not fulfilling their primary obligation, which is to PROTECT them & fulfill their debt to the best possible outcome?
It appears quite obvious D&P’s agenda/responsibility is not/has not been in the best interests of the creditors, but in attempting to ‘save’ the business as a going-concern, but to contrary with actually little regard for those whose interests they are primarily charged to serve.
One more:
“Will “Rangers” who play at Perth on 13th May be oldco or newco?”
If ‘oldco’ is still in existance – how can a ‘newco’ simply acquire not only the share, but aquire the points accrued by oldco season to date?
I can see how a complete purchase of oldco simply becomes same company under new ownership – business as usual regardless of point of season. But how can a brand new company suddenly acquire the points total of another in the league?
New thought – under same strategy, what would stop Celtic acquiring a club in England, acquire the FA registration, merging them and maintaining as Celtic but now in the FA (in whatever league they acquired)?
Here’s what would stop it – the FA is not the SFA and would prohibit it!
By same token, here’s a new concept for Brian Kennedy – buy English team and use the newco strategy of Miller to also acquire the assets of Rangers. Merge and relocate the FA team to Glasgow and have them play in blue. (the history is going to be toast in liquidation anyway)
Instant access to the FA and the support would surely follow, follow to fill Ibrox.
HMRC accepted a CVA invloving a similar scenario at Leeds Utd having rejected the initial CVA request, and I believe they will do the same with RFC, no point doing otherwise, the company is for all intensive purposes liquidated of all assets.
CW is going to be the biggest loser in all of this, his floating charge looks extremely shaky and his shares are nigh on worthless, if he has secured 26.7 million personally then he is going to lose either 15.5 million ( if it is secured) or 90% of 26.7 million, Ticketus will get 10p in the pound back as an unsecured creditor.only losing 24 million. Even a Walter Mitty fool like Craig Whyte cannot believe his shares are worth 15.5 or 24 million.
The oldco has two outstanding legal claims, a 25 million pound action against Collier Bristow and the 4 million in CB’s bank account, some left overs from Ticketus.
Once the dust settles CW will sell his shares for a nominal amount, whatever the outcome, his shares are not going to save him from a big financial hit.
We wll see if there is any legal action by HMRC, CW or Ticketus to this oldco-newco preferred bid, it will provide us with some more clues to yet more mysteries.
Anyway time will tell, my instinct is this bid will either be withdrawn by BM, or TBK-BK team up with Ticketus again with a 10% discount of 3 million, they add it to their 8 million to 11 million to offer the unsecured creditors the same deal as Bill Millers. This makes a CVA of 11 miilion unsecured, and 33 million secured, total price is 44 million which dwarfs BM’s effective 21 mllion bid. They will insist this discount must not be passed on to CW, and leave him debt free.
If Craig Whyte loses nothing, he will sell his shares for nothing, trust me he does not want to be public enemy number 1 in his home country. HMRC will then have two choices 11 million from oldco or 11 million from oldco-newco.( liquidated of assets).
As at Leeds they will agree.
Please excuse my improbable notions of a happy ending, but my romanticism overrides my agnosticism.
As I recall HMRC did not cover themselves in glory in the end (or it was reported as such), but with Leeds Utd did they not stop challenging the CVA rather than agreeing to it? Were they not happy that the CVA was initially passed just over the 75% mark but were concerned about how the amount debt/voting rights were given to others?
Interesting reading all the same.
Yes HMRC were probably unhappy that a creditor with enough debt to swing it to 75%+ in favour were one “Yorkshire Radio” who I believe had one Director – Ken Bates.
Are Radio stations normally owed money by football clubs?
I an afraid romanticism does not sit well with business finance and although your scenario may transpire I think it has several hurdles to overcome.
Firstly if Whyte’s floating charge is so shaky why have D&P not tested this in court? They are in court on more speculative matters see below.
From their posturing BK-TBK have no cash. Any combined bid would be be financed by Ticketus. I hardly see them doing this as this would be throwing good money after bad. With 27m at stake they have no doubt decided on a strategy to ease any loss possibly around the floating charge.
Of the two court cases you sight I believe D&P have said say they are no longer pursuing the 3.6m. The other is at best speculative. (Not only does it contradict their defence in the SFA appeal but it is about hindering PM raising 25m to buy Rangers last year. His attempts to raise finance this year will not be a good benchmark).
Finally your argument that the ‘pot’ at the end is the same regardless of CVA or liquidation about £11m is turns your argument on its head by that very fact. Why do HMRC need to accept a CVA if the get the same by not accepting. By not accepting they get the same result but with added bonus of looking tough a message they want to send out to all companies that cheat on their tax..
Good Morning delbhoy,
D&P commented on the status of the floating chasrge, they dismissed it,. We will found out very soon if CW disagrees or not, if he attempts to block the bid.
Ticketus were willing to do a deal with two CVA bidders for sound commercial reasons, they changed their mind, There may be a case for changing it back, depending on CWs ability to pay back the outstanding liability..Never assume a bidder does not have cash just becase they do not want to give it to the creditors, proof of funding for working capital is a condition of any CVA agreement.
HMRC delivered their message at Leeds Utd and then agreed, I suggest their message has been delivered in spades at RFC and to not agree denies other unsecured creditors access to serious funds, for no extra return to HMRC.
i believe the elephant in the room is still the TIcketus liability, but only time will tell what effect this has.
With respect, you are not quite accurate in your retelling of the Leeds Utd scenario. This was one of the first proposed CVAs in football since HMRC had lost their preferred status under legislative changes. In England and Wales the football authorities have always insisted that football creditors are paid 100%, unlike in Scotland, and HMRC have always been extremely unhappy about that.
In England the Football League will automatically transfer the golden share for the club back to the organisation controlling the club, providing they have CVA in place that has been approved by at least 75% of the creditors. The Football League rules state that a 75% approved CVA must be gained, unless in exceptional circumstances- all clubs entering administration to this point had an approved CVA in place so no club had ever applied under the ‘Exceptional Circumstances’ rule in the past.
When Leeds entered administration, a deal was quickly struck between the administrators (KPMG) and Ken Bates’ consortium to sell the club back to him. One of the leading creditors had in excess of 25% of the debt, so could effectively block any other bids for the club, and publicly declared that they would support only Bates – making any other process pointless. In due course, the creditors voted and Bates secured 75.1% approval for his bid, despite this only amounting to a return of 1p in the £ for non-footballing debts. Some creditors tried to look into the entire process, especially around the ‘connected creditors’ trying to prove the major creditors with over 25% of the debt that were backing Bates were financially linked and therefore should not have had the voting power that they did – but no link has ever been proved. So Leeds had a 75% approved CVA in place and the return of the golden share should have been a formality.
Up steps HMRC who were one of the creditors owed money by Leeds. HMRC raised an issue with two of the creditors that voted in favour of the CVA. One of which was Yorkshire Radio. HMRC felt they should not have been allowed to vote.
The transfer of the golden share could have been dealt with relatively quickly and was expected to be scheduled before the next Football League meeting to allow this all to be done before the start of the new season. HMRC then went to court to object to the CVA, and subsequently then added the issue of the policy of footballing debts being given priority to the actual issue to be discussed. In effect, the HMRC were taking KPMG to court to dispute Football League rules. The new issues meant that the court hearing could not be scheduled until September 2007, some four months after the CVA was approved and two months beyond the start of the new football season, which HMRC knew would ensure that Leeds might be thrown out of the Football League if not out of administration by then. The administrators were now forced to either find the running costs to keep the club going, or take alternative action (wind the club up or sell the club outright), so KPMG decided the only way forward was to sell the club outright, securing the best possible price for the creditors. A closed bidding process followed that Ken Bates and Co. won outright, with the end result being that all creditors received a higher payment. He had now bought the club but there was no ‘75% approved CVA’ in place – he now had to apply for the club’s golden share back under the yet untested ‘Exceptional Circumstances’ clause. The Football League announced that Leeds would be allowed to re-enter the League as they had ‘Exceptional Circumstances’ but would be docked 15 points for the 2007-08 season.
Meanwhile, when it came to the court date for the hearing, the day before HMRC withdrew, but by then it was irrelevant, as a 75% approved CVA could not take place, and HMRC had seen that a very significant penalty had been imposed on Leeds by the Football League. So HMRC at no point actually agreed to a CVA for Leeds.
I cannot imagine how it can possibly be legal for Mr Miller to ring fence the profitable parts of the business in administration so as to protect them from any claim by legitimate creditors. Surely legitimate creditors must be able to retain a claim on all recoverable assets against the value of the debts due to them. I cannot imagine how the administrators as officers of the court can reconcile their duty to act in the interests of the creditors as a whole with their support for a scheme which specifically excludes any access by the creditors to the assets of the business leaving them to fight for a pence in the pound CVA based upon the value of the toxic parts of the business only. He can Bill Miller split the business and leave the creditors with no claim on the valuable part… That seems entirely contra intuitive to the whole purpose of administration?
All very well talking about legal matters when it is pertinent. You could dream up 300 scenarios and discuss them until next May. RFC (ia) WILL be liquidated, there is NOTHING surer. Sorry but it’s all becoming a bit boring. If anything D&P did made any sense, then I would join the debate. As NOTHING makes any sense,then why would I; why debate the non-debatable? I don’t know the legal aspects but I do respect PMcC’s educated summaries. So who needs me? What Paul has highlighted, as has RTC, is EVERY scenario! If you dissect the story and the timelines, then you will see that CW, Ellis, BM along with D&D are involved in asset stripping with NO regard for the creditors. This is the most important aspect…bar none!!
If I’m wrong I’ll eat my proverbial hat, scarf, boxers and Cuban cigar.
Nite Nite!
If CW is an asset stripper then he is a very poor one and BM hasn’t bought the assets yet. Liquidation is far from a certainty, and is looking the most unlikely option, as you said earler, its all about money.
Enjoy your cigar
emmm Niall, a poor asset stripper maybe, but who owns 85.3% of the shareholdings of RFC (ia)…i.e. the assets? D&P can’t sell anything until CW gives authorisation. BM can’t transfer a blue budgie without CW’s permission, actually no-one can do ANYTHING without CW signing it off. CW is NOT an irrelevance as suggested by D&P, he is holding out for liquidation…because nothing else will work….sorry Newco/Oldco/TUPE/Licences…it’s all pie in the sky and yes, it is ALL about money.
Put it this way if a multi-billionaire like Sheik Mohammed had come in and bought out RFC (ia) Who benefits? CW, as he owns the vast majority of shares. It was worth a try…but alas, no one of that magnitude came forward.
I believe good will conquer injustice and Integrity will prevail.I also believe Rangers in whatever form, will apply in the close season to SFL for membership of the 3rd Division…and If they are backed properly and promoted eventually to the SPL, then good luck to them. Football in the SPL will survive without Rangers for a while. Motherwell will progress as will Hearts and Dundee Utd. With only Celtic to worry about, teams will know there is a CL place to be had and cups to be won. We have already seen how Celtic can stumble in cups.
In any event, I smoked that Cuban cigar and washed it down with some Cuban Nazarine Red..Great stuff.
Whilst I understand that this is a legal blog, let’s not forget the big picture. If this all works out, then Rangers will be playing in the SPL, debt free. All other teams will be angry, and the old firm fixtures retained. Can you imagine the atmosphere at next season’s games?! The football will be dreadful as always, but the banners, songs, hate and defiance should make every match a must-be-at event. So bigger crowds and more money for all. Result!
Friar Balsam states that we should not forget the bigger picture.
The bigger picture according to that post is Rangers in the top division next year with potential for added fervour/ bitterness.
The longer term will judge that Rangers: insolvent, delinquent in taxes, delinquent in payment of legitimate debts, intimidator of panels and all round suspected cheats shed their skin and compete in a league that has at least one thing in common with an invertebrate..
Longer term may start next season, or the one after.
hi Paul, I believe Bill Miller is using this as his aid, a code of 363 in the us. http://www.law.cornell.edu/uscode/text/11/363
As the preferred bidder, if no other bidder emerges (I presume this is possible since he’s not the exclusive bidder, merely the preferred one) is it possible that Bill Miller could actually lower his bid?
Once Bill Murray splits the newco/oldco, could he sell of the assets to a third party, say a developer or, in the case of the players, other clubs. As has been previously stated, the general impression is that the assets are worth more than 11 million.
In this scenario Miller could walk away with a handsome profit and noone else would get anything. Do you think D&P have this covered as they would surely go to jail if this happened.
The assets are only worth what people are prepred to pay for them, after three months of invitations, the higest bid was 11.5 million plus the transfer of approx 10 million secured liabilities, valuing the assets at 21.5 million. Most creditors are shocked how little assts fetch once the compny becomes insolvent, its a buyers market.
I really hope that this “deal” falls apart, not because I want rfc to go away, but because it is wrong on so many levels. I understand that in business people are damaged and hurt daily, but the fall out of this will stay with us for many years and will have a massive impact on the future of the game in Scotland. That they may be allowed to simply wash their hands of their debts and continue as if it had never happened would be the final straw for me and thousands more. We have all endured their high handed cheating in one shape or another for many years, and now there is an opportunity to do something about it we are supposed to bend over and say we will just forget. I for one will forget, I’ll forget to buy my season ticket and I’ll forget to take an interest in Scottish football, after having been a supporter for 40 years. Remember what Jock Stein said about football without fans.
Tommy,
If you do not like dealing with tax cheaters then don’t use banks, they are the worst
is it beyond the realms of possibility that CW and buffalo bill are in this together ?
Only if Ticketus gave CW 26.7 million pounds without securing it, and I find this inconceivable.
Niiall
I agree D&P dismissed the floating charge as ‘irrelevant’ I believe and then denied using the word using ‘not impediment’ instead. There recent press conference and subsequent interviews appeared contradictory as well as thier comments on SFA/SPL/HMRC agreement. So I take their comment with a degree of reserve. You of course may be correct and inaction by CW may suggest this or something else.
Yes Ticketus were willing to do a deal with two CVA bidders but withdrew from both presumably for equally sound commercial reasons. Why would they return? Has something drastically changed?
As you rightly say a bidder may wish to play things close to their chest but BK has had two bids dismissed in short order and the combined BK-TBK was fairly comprehensively dismissed as not providing sufficient money for the pot. I do not see them as being aplayer in this unless it is at a fire-sale. As any CVA agreement is deemed unlikely even by D&P it is in Bill’s words time to put up or shut him. Their silence speaks volumes. .
HMRC in the Leeds case I am led to believe opposed the CVA and far from agreeing it just stopped opposing it. As no CVA is likely then HMRC are not really denying other unsecured creditors access to serious funds.
i do agree that the elephant in the room is the TIcketus liability. There action or inaction over the next few days will be telling and no doubt there are a few twists and turns to go on this..