Duff & Phelps – Are They Webmasters and Bankers for Charles Green?

In which I wonder what Duff & Phelps are still doing at Ibrox, apart from apparently running a website and a bank account for Sevco, and also explain what happens to Rangers PLC’s SPL share, if the SPL members refuse to register the transfer of the share to Sevco.

I also suggest a way for Mr Green’s Sevco to make some money – he could charge Duff & Phelps rent!

————————————-

Today Messrs McCoist and Green issued a statement via the official website of Rangers Football Club PLC (In Administration). I will address it in my next post, but for now there is an interesting point about the website, and a wider one regarding corporate identities.

Rangers.co.uk has the following statement, in very small print, at the foot of each page:-

The Rangers Football Club plc (In Administration) (“the Company”). The affairs, business and property of the Company are being managed by the Joint Administrators, Paul Clark and David Whitehouse, who act as agents of the Company and without personal liability. They are both licensed by the Insolvency Practitioners Association.”

There is also a copyright notice, which states:-“© Rangers Football Club 2012”.

When coupled with the news that the proceeds of sale of season tickets for 2012-2013 are being paid into the bank account of Rangers Football Club PLC (In Administration), rather than into the bank account for Sevco 5088 Ltd or Sevco Scotland Ltd, one could be excused for some confusion.

A Quick Recap – The Dramatis Personae

The company called “The Rangers Football Club PLC” is in administration and is being run by Duff & Phelps. I will refer to this entity as “Rangers PLC”. It will soon go into liquidation and the liquidators, chosen by HMRC, will be BDO. Everything that Rangers PLC owns has been sold to a newco run by Charles Green.

The Man Who Would Be King (But Not Dave)

Rangers Football Club, which I will refer to as “Rangers FC”, is the football club. The precise status of it is disputed. It has no separate legal or corporate identity. There is no legal entity called “Rangers Football Club”. However, it is argued that the football club has a separate existence from that of the “corporate shell” which owns it, and even if that company fails, as it has, the “Club” lives on.

Sevco 5088 Ltd is the company which has bought the whole “assets and business” of Rangers Football Club from D&P. At least we think that Sevco 5088 Ltd has done so, as this is what was trailed by D&P in their CVA proposal. However, their report of the creditors’ and shareholders’ meetings which saw the CVA rejected refer to the presence of Mr Green of Sevco Scotland Ltd, which is a separate entity from Sevco 5088 Ltd. Which of the companies owns what pieces of Rangers PLC is unclear. I will refer to both Sevco companies as “Sevco” until these matters are clarified.

Renaming Sevco

Mr Green has also made clear that he wishes Sevco to trade as “The Rangers Football Club”. Whilst Sevco can trade under that name, it being part of the intellectual property acquired from D&P, he cannot rename Sevco as “The Rangers Football Club PLC or The Rangers Football Club Ltd, as there is still in existence a legal entity by that name. It will require the process of liquidation to be completed, or for the liquidators to consent to such a change of name before the corporate body, now Sevco, can take on the same corporate name as the former owner of Rangers FC. That re-naming however does not mean that Sevco is a continuation of the former Rangers PLC. Legally, they are totally separate, although the plan is to be of the same name, carrying out the same business, from the same address and with the same customers!

Sevco would reject any suggestion that it was a continuation of the former Rangers PLC. If it stated that it was such a continuation, then the creditors of the former Rangers PLC would be making an orderly queue at Ibrox looking for payment of the debts due to them. Sevco will not voluntarily take on responsibility for the debts of Rangers PLC. It has no legal obligation to do so.

As an extra factor to ensure that there can be no suggestion that Sevco + the former Rangers PLC, that entity is still owned by a combination of Rangers FC Group Ltd, Mr Dave King and 26,000 individual shareholders.

Sevco has acquired the assets of Rangers PLC. However, as yet, this does not include the share in the SPL presently owned by Rangers PLC. The proposed transfer of the share is to be voted on by the SPL clubs on 4th July with eight votes in favour being required.

Does Sevco = Rangers FC?

As I mentioned in a previous post, the rules of neither the SFA nor SPL are clear about the difference, if any, between a Club and the company owning a Club.

Sevco however is clear that Rangers Football Club continues to exist, even where there has been a transfer of “the assets and business of Rangers Football Club”.

The 4th July meeting is to determine if the change of ownership of the SPL Share from Rangers PLC to Sevco will be approved. It does not take effect until approved by the SPL members. If it is approved, then Sevco would be the owner of a share in the SPL and Rangers FC would participate in the SPL in the coming season. Such participation would though be subject to decisions in the ongoing disciplinary investigations and proceedings. The SPL has said that it has put the investigation into Rangers Football Club playing incorrectly registered players in hundreds of matches on hold whilst the “future status of Rangers FC is determined”.

The Sevco position is clearly that Rangers FC continues, even if the former Rangers PLC does not. Therefore the history of Rangers FC is “owned” by Sevco, and apart from the change of corporate shell, all is as normal.

Such a clear position however should mean that the delay in the SPL investigation should be short. If Sevco is Rangers FC, then Sevco/Rangers FC can be penalised for the wrongs done by Rangers PLC/Rangers FC. If Mr Green tries to argue that his Rangers FC is not the same as that owned by Messrs Whyte and Murray, ten it cannot be punished, but that means it is a new football club, as well as a new company, and would be starting life from scratch.

The SPL Share Vote

As matters stand, it is expected that the vote will go against the transfer of the share. Sevco will not get the eight votes needed. What happens then?

If the SPL refuses to register the share transfer, then the share transfer will not take place. Rangers PLC would therefore still own an SPL share, but would no longer by the owner and operator of a football club, nor the owner of a ground. Accordingly Rangers PLC would no longer be entitled to be the holder of a share, but it would still have it.

Sevco would own a football club, if we view it as having a separate existence, and a ground. But without the SPL share it cannot play in the SPL. That would leave it with two choices. One would be to seek admission to the SPL as a new club, but that would not succeed if the share transfer was already rejected, or else Sevco will need to seek a place in the SFL, as I wrote about yesterday.

The Share would still be in the hands of Rangers PLC. Having sold off the assets and business, D&P could not try to find someone else to buy the share, unless of course the person doing so already owned a football club! If I owned Albion Rovers, for example, and won the National Lottery, I could try to buy the SPL share from D&P and in one bound, if approved by the rest of the SPL, the Rovers could leap into the top division. That would not mean that the Rovers would have to move to Ibrox, as Sevco now owns it, nor would it have to change its name to Rangers, as Sevco own the rights to that name too. I would expect however that the SPL would also reject such a share transfer. Promotion to the SPL involves actually winning games, not being able to write a cheque!

So D&P are sitting with a share that it cannot move on. The SPL would then invoke Article 14 whereby, at a General Meeting of members, a resolution would be passed ordering D&P to transfer the share, for the price of £1, to the new owner, who would be either Dundee or Dunfermline. If D&P fail to sign the transfer papers within seven days, a Director of the SPL is authorised to do so, and thus the team newly admitted to the SPL would have their share.

What Have D&P Still to do?

D&P’s duty is to the creditors. As it is accepted that the purposes of administration cannot be met and that a liquidator will be appointed, D&P are basically tidying up loose ends until the liquidation takes effect. This includes writing a report for the Court regarding potential conflicts of interest, which I will write about later.

Duff & Phelps need to explain their position to Lord Hodge in three weeks’ time.

‘But there should not be much more to do, as all employees of Rangers PLC have either been transferred across by TUPE to Sevco, or if objecting to TUPE are no longer employees. Now Rangers PLC does not own Ibrox. Sevco does.

However, as mentioned above, the proceeds of season ticket sales are being paid to Rangers PLC and not to Sevco, as a result of Sevco’s difficulties with banking arrangements. This means that Rangers PLC’s bank balance is increasing. However there are potential issues for both D&P and Sevco here.

It is not normal for a company to use administrators of another company as its bankers. One of the issues here has been that of D&P’s fees. If D&P’s costs exceed what is left in the pot when the administration ends, then if they have handed sums over to Sevco there could be issues raised by creditors regarding this. The money of newco should not be anywhere near the bank of oldco. There is a risk of damage to creditors, D&P and Sevco by doing so, as well as the mistrust this has caused amongst some Rangers supporters too.

Are D&P taking the interest accruing on these sums? Are D&P charging Sevco for acting as bankers for them?

In the same vein, what is the position with the website? Is it now controlled by Sevco, in which case the disclaimer from D&P should come off it. If not, then what business has the administrator got in running the website which has, presumably, been sold to Sevco?

What is the entity “Rangers Football Club” which has the copyright notice in its name? If someone plagiarised the site, who would take court action? “Rangers Football Club” as opposed to “The Rangers Football Club” does not exist as a legal entity or as a trading name.

If D&P are now in charge of the website for Sevco, are they being paid for doing so? Presumably, as with looking after the Sevco bank account, the creditors of Rangers PLC should not have to pay for that!

On the other hand, as Rangers PLC no longer owns Ibrox, has Sevco sought payment of rent from the administrators for using its premises? Maybe that is the quid pro quo – that D&P can continue to use Ibrox for the administration process for no charge, whilst carrying out that work for Sevco. However, it all seems just a little inappropriate for an administrator.

Of more importance are the legal issues regarding the players and employment contracts, which will be discussed in my next post.

 

Posted by Paul McConville

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33 Comments

Filed under Administration, Charles Green, Rangers, SPL

33 responses to “Duff & Phelps – Are They Webmasters and Bankers for Charles Green?

  1. iamtheperson

    Has anyone looked at the papers filed at companies house for Sevco Scotland? (I can’t at the moment.)

  2. Glazert Tim

    Apparently Ally must subscribe to Croner as well as The Rangers View. He has spaketh to the masses, calling upon his vast employment law background to explain why players running for the hills are being disloyal and are betraying the ‘Mighty Peepol’. Moreover, he is alluding to ‘breach of contract’.

    “Rangers would like to make it abundantly clear to players, agents and the chairmen and managers of other football clubs that we will take whatever steps necessary to challenge what we regard as a breach of contract to protect the interests of our club.”

    I would love to listen in on the boardroom. It must be like three year old’s round a sandpit:

    “Right, I know we have no money, everyone hates us, we are hanging by our proverbials but …………LET’S MAKE IT THAT…………..”

    • KG

      I think Ally will be more interested in knowing who is going to buy out Green, so as he can prepare for crawling up his @rse.

    • Love the fact that Sally is showing his support for the players by failing to mention that the players agreed reduction in contract terms to ensure survival based on RFC actually surviving, he also fails to mention that RFC has breached the contract first by entering administration and then liquidation so that are completely blameless, it is him along with whoever else is in charge today that have been secretive, obstructive and uncommunitive as far as the players are concerned not the other way around……………..get a life Sally and shut up before you embarass yourself any more…

      • Mick

        Sally’s a bully as its back firing Omsk fat pie mans blow it agian the players saved the rabkers IATA start of year

  3. SouthernExile

    We only still have Mr Green’s assurance (who would doubt it) that there is a done deal. In his last public utterance, Mr Clarke said that completion of the deal was “imminent”. Absent of a follow up statement, don’t we need to assume that the parties have exchanged but completion is subject to satisfaction of CPs?

    Like most observers, I have long given up trying to work out what is driving the behaviours of the administrators. They have sold the club to:

    – an outfit which apparently cannot persuade a bank that is fit and proper to open a bank account

    – headed by an individual who (if the statement by LBG is correct (and how extraordinary was it?)) is lying to supporters about the security of their season ticket money.

    I would give the middle of next week before the whole farrago implodes.

    The almost wilful self-destructiveness of D&P remains a mystery which can perhaps only be understood by those who know the fine print of their SPA with the MCR former partners.

    • Mr Exile,

      I think the report to Lord Hodge in just under three weeks will be very interesting indeed.

      • SouthernExile

        Paul

        Let’s drop the formality, call me Southern (well, Tom actually)!

        Greatly appreciate your blog, I was researching something else (Coulson etc), came on here and across the Rangers saga, life hasn’t been the same since.

        Keep it up.

  4. Munch was a Gers fan

    Not being of a Legal mind, when will the properties change hands and when does it need to be registered?

    • Normally the properties woiuld change hands at the same time as all the other parts of the “assets and business”, and this should be registered immediately. Anyone going to be in Register House on Monday?

  5. mick

    this is sallys way of bulling the players to stay ,just like the statement he made how are these people the fans have the right to know ,the 3 man board he outed spring to mind,

  6. Brian Jeffrey

    Paul
    You make reference to the fact that if the SPL members refuse to ratify the transfer of the Rangers plc share then Rangers plc will (future tense) be the owners of a share but because the are not the owners or operators of a football club they will (future tense) cease to be entitled to hold that share and the SPL board could invoke article 14 to force a sale of the share to another club owner/operator. I don’t get is why the vote makes any difference to the CURRENT POSITION OF RANGERS PLC as they are currently the owners of the share whilst not being the owners or operators of a club. They are consequently CURRENTLY not entitled to own the share which they in fact do CURRENTLY own. That share may only be transferred to the owner or operator of a club and Sevco is as good a potential candidate as any other to receive that transfer, being the current owner/operator of Rangers FC. Pending that transfer however Rangers plc remains an entity which is not entitled to own a share. THIS IS THE POINT I CANNOT GET MY HEAD AROUND AND FOR WHICH I WOULD APPRECIATE THE BENEFIT OF YOUR EXPERTISE IN EXPLAINING THE LEGAL NUANCES… If Rangers plc are not entitled to hold a share how can they assert a right which is only given as an entitlement of the ownership of a share, that is the right to vote on 4 July? Surely in losing the entitlement to hold a share they lose whatever the holding of that share entitles them to do?

    • Thanks Brian.

      There is some debate about this one, and a difference in opinion between those looking at the letter of the rules, like me, and those looking at the spirit.

      It is academic, but if someone at the July 4 meeting objected to “Rangers” having a vote, the Chairman oif the meeting would have to decide and, depending on his decison, a court might look at it too.

      It seems odd I know to say that someone not entitled to something can still use it, but my reading is that, until the procedure to remove the share is completed, they can make use of it.

      • Brian Jeffrey

        Thank you for clarifying your position Paul. I was beginning to think I was missing something very obvious. I don’t feel so bad if it is a simple matter of interpretation

      • Marching on Together

        I think you also need to differentiate between in theory the rules saying something, and someone actually enforcing those rules. If the rules of a private organisation (which the SPL is) say X, but then all the members of that organisation are happy for Y to be the case, even though there is a set out procedure for changing X to Y, then there is no-one with the ability to force the organisation to implement X. Title to sue, it would be if it was a court case, and nobody is going to have it, if all the other SPL clubs go along with it.

        I do not note that the BBC in their news reports over the past few days have consistently been stating that all the clubs apart from Rangers meet on 4 July to vote.

  7. mick

    the minute they are liquidated they lose the right to the share the spl vote on the 4 july to see if they can have it back they have not to get it so they have to apply to sfl and start there way up if the season ticket money is going to duff and phelps then that money is part of the old rangers its well confuseing its all a con con after con its unreal it smells of sxxx and green is as bad as whyte and murry its up to us to out the truth

    • mick,

      As we are seeing, there is a huge amount of confusion about who is what, and what the who is entitled to or not!

      It is clear that the rules of the SFA and SPL were not drawn up in anticipation of anything like this!

      • mick

        msm are confuseing the public so its easier to cheat and hide the truth ,they must have though they would cheat forever internet mass media has put a stop to that ,a feel like ave eat a business degree with all this its unreal and on going am staying focused on it ,a just hope the rules drawn up are fair and not pro sevco and green

  8. Hi Paul sorry to be a pain but……..

    ” Rangers Football Club, which I will refer to as “Rangers FC”, is the football club. The precise status of it is disputed. It has no separate legal or corporate identity. There is no legal entity called “Rangers Football Club”. However, it is argued that the football club has a separate existence from that of the “corporate shell” which owns it, and even if that company fails, as it has, the “Club” lives on.

    Sevco 5088 Ltd is the company which has bought the whole “assets and business” of Rangers Football Club from D&P. At least we think that Sevco 5088 Ltd has done so, as this is what was trailed by D&P in their CVA proposal. ”

    I understand the confusion etc but……..how can the assets of Rangers Group be “claimed by Rangers Football Club?? Either Rangers football club are seperately identified as the , shall we say ” public historical arm of Rangers group PLC, and therefore have no assets as this would infer that they are a commercial animal, excuse me…, lets say beast, therefore Sevco 5088 has bought and paid money to Ranger Group PLC not Rangers football club. I guess you have become understandably confused in your drafting but just wanted to clarify that point…..or i am lost again……………………….

    I would also ask if you have any information on the season ticket monies that have been claimed openly by Green to be “ring fenced ” and only available to operate the club….this is in direct contradiction to the recent announcements by the bank and as such the creditors. This is an interesting development as he clearly did not “ring fence” the funds and he obviously is either using or seeking to use the funds to carry on current day to day business, which I guess includes paying him and all the new staff menembers as well as transferred employees from RFCGPLC, (if there are any). In this case he has clearly lied to the poor rangers fans……again…….

    Michael

    • Michael,

      As I said to mick above it is all confusing. In an effort to keep the customers happy, the comments that have been made are that Sevco bought the assets and business of Rangers FC from Rangers FC PLC (in administration). Rangers FC owns nothing and employs no-one. It has no legal existence, except within the universe of football, as it is the entity that the SPL and SFA are investigating/punishing.

      The Club/owner issue is not made clear by the SFA and SPL rules. It is a mess.

      As far as season ticket money goes, maybe Mr Green has ring-fenced them by putting them into an account to which he has no access. After all, it cannot be the case that Duff & Phelps have given Mr Green authority to operate the bank account of Rangers Football Club PLC (In administration and about to be in liquidation) can they?

  9. Paul,

    Great post, again. One quick question. If funds from season tickets are held in Oldco bank account, and there is a possibility that creditors would be lining up to claim any cash lying around, could it be that D&P can be seen to be negligent by a) adding potential creditors (season ticket holders) after a liquidation event? and b) in the event of a second insolvency event, this time of sevco, what would happen to that cash? Would the season ticket holder be a creditor of sevco? Or oldco?

    It seems lunacy that the SPL/SFA has not taken steps to protect fans by allowing a club or company to sell season tickets to matches in a league, either the SPL/SFA, that it hasn’t been admitted to!

    Poor governance from the SFA again!

    • The mess that the season tickets money being paid to RFC (IA) could cause will take a bit of thought. It might not be a problem, but alarm bells are ringing. (Which is not to suggest anything under-hand – rather a complicated muddle.)

  10. Glasgow Ghirl

    Can I ask about the actual vote on the 4th July? Who is it that will actually cast the vote on Rangers behalf – will it be D&P, as they will still be administrators at that time (presumably), or BDO as liquidators? Or Craig Whyte? Surely it can’t be Charles Green?

  11. Old Auditor

    Just a thought. Are D&P collecting automatic season ticket renewals using direct debit because they can’t pass bank details to Sevco because of data protection rules, as this is not an asset they can legally sell?

  12. Den

    I have followed the performance of D&P through this whole episode with disbelief.

    They were Craig Whyte’s preferred Administrators, that says a lot.

    Note to Lord Hodge, were you or anyone else paying attention when they were appointed. Pay attention now!

    Note to the IPA, get a move on with that investigation.

  13. Jedi

    Hey Paul,
    great stuff indeed.
    Section 216 of The Insolvency Act 1986 – Phoenix Company – Reuse of prohibited name.
    Looking at this from a person who has no knowledge of legal stuff, does this mean that any future football club can not use any part of a former clubs name? ie; Rangers 2012, Glasgow Rangers….., The Rangers…., anything at all like the old company/club name cannot be used for a new company/club

    Best regards,
    Jed.

    • Dan Breen16

      I am tracking this one myself Jed very interesting question and by all accounts a minefield according to educated posts on other forums. Waiting on Pauls view on it with baited breath.

  14. Marching on Together

    Good summary of the current position Paul. This whole thing screams out to me that Sevco have not in fact completed the purchase of the assets, but that the contract to buy them with D&P as administrators is essentially conditional on the SPL approving the share transfer. With a refusal, Sevco resiles from the contract, and D&P throw their hands up and hand over to BDO.

    It looks as though we have a somewhat hybrid position where the only thing to be cleared off the to do list is the share transfer approval, but that Green & Co/Sevco are funding the running costs until 4 July. I bet that Ibrox, Murray Park etc are not yet registered in the Land Register under Sevco.

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  16. Pingback: Duff + Phelps Had Binding Agreement With Sevco 5088. Why Did They Sell Ibrox to Sevco Scotland? | Random Thoughts Re Scots Law by Paul McConville

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