Sevco 5088 Ltd, Sevco Scotland Ltd and RFC 2012 Ltd – Which One Claims to Be Rangers?

In which I wonder where Ibrox, Murray Park, players and the SPL share all fit within what seems to be becoming a complicated corporate structure under the control of Mr Green.

In addition, as of yesterday, Companies House had not been notified of new directors for Sevco 5088 Ltd, or Sevco Scotland Ltd. Hopefully Mr Green will not have the same problems with forms that his predecessor Mr Whyte had. Although the formation of RCF 2012 Ltd might suggest otherwise!

 

As I posted yesterday, Duff & Phelps made it clear that they had a binding contract with Sevco 5088 Ltd to sell it the business and assets of Rangers Football Club PLC. However, the fixed assets (land and buildings) are being registered in the name of Sevco Scotland Ltd. I wonder which company will pay the Stamp Duty Land Tax?

It is legitimate for the buyer to look to move assets once acquired and indeed in the process of acquisition, but the failure of Mr Green to mention this has caused some alarm amongst fans of the former Rangers.

What about the rest of the assets?

“For the avoidance of doubt, Sevco 5088 Limited bought the assets of the Rangers Football Club and then transferred them to Sevco Scotland Limited so that all the assets would be in the Scottish registered company that is Rangers FC.”

Thus spoke Mr Green’s representative yesterday. There is of course no “Scottish registered company that is Rangers FC.”

The SPL vote on 4th July was intended to deal with approval for the registration of the transfer of the SPL share from RFC PLC to “Sevco”. Which Sevco? The one with which D+P had reached an agreement, or Sevco Scotland?

Might other SPL clubs have looked at the paperwork and wondered what this new entity was, which had never been mentioned before?

The July 4 vote cannot have been to approve a transfer of the share from Sevco 5088 to Sevco Scotland, because the transfer to Sevco 5088 had not been approved. Who therefore was intended to get the share?

If it was Sevco 5088 Ltd, then presumably that is the company which claims to employ the Rangers players and which will take court action against those who exercise their legal rights not to join the company. If, as the statement by Mr Green’s spokesman yesterday, quoted by STV, implies, the players were in fact being passed on to Sevco Scotland Ltd, were the players ever advised of this?

For the purposes of the TUPE regulations, employees need to know to whom their employment is being transferred, so that they can exercise their judgement whether to work for the newco or not.

The import of New ISG Ltd v Vernon & Ors [2007] EWHC 2665 (Ch) is that without that knowledge employees cannot be forced to join a new employer under TUPE. What precise mechanism did Mr Green envisage here? If he bought the assets for Sevco 5088 Ltd, as seems to be the case, then transferred them to Sevco Scotland Ltd, does this imply that there were two TUPE transfers?

Have the employees been told for whom they now work? If not, then they would still have the right to object, and if the intention is to have Sevco Scotland Ltd as the employer, then there are two opportunities to object!

In terms of the corporate structure, unless it has changed in the last couple of days, Sevco 5088 Ltd and Sevco Scotland Ltd are separate and unrelated. The only connecting factor is that they each have one director, according to Companies House, namely Mr Green. Each has two issued shares. The only shareholder is Mr Green.

What about Mr Green’s third company?

On 21st June 2012 a new company was incorporated in which Mr Green is the sole director and sole shareholder. This has its registered office at McRoberts Solicitors in Glasgow, as did Sevco Scotland until it was changed to Ibrox Stadium.

The new company was incorporated under the name of RFC 0712 Ltd. That might seem a strange name for the company.

The following day, 22nd June, there was a change of name registered. On 21st June the members of the company (Mr Green) passed a resolution to change the name to RFC 2012 Ltd. A copy can be seen here. RFC 2012 change of name

It seems a bit of a mistake to name your new company incorrectly.

Is this intended to be the ultimate home for the spirit of “Rangers”? I wonder f Mr Green’s spokesman will tell us? Maybe that company will employ the players, thus creating a third TUPE situation?

It might be the case that all of this was laid out clearly to the PFA on behalf of the players. However I doubt it, and Mr Green will not be able to get round TUPE by stating that the players were still going to be playing for “The Rangers Football Club”, as there is no such legal entity.

 

Posted by Paul McConville

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37 Comments

Filed under Charles Green, Football, Rangers, TUPE

37 responses to “Sevco 5088 Ltd, Sevco Scotland Ltd and RFC 2012 Ltd – Which One Claims to Be Rangers?

  1. If it walks like a scam and talks like a scam then it probably is a scam.

    • Mick

      Its the scam of the centuary ,the more it unravels the more dirt it releases its karma for being unsporting sevco have no league and are running out of time to apply to sfl and there saying no to they have no league every little club have been stamped on now they are getting the chance to do same it’s poetic justice for the smaller clubs rangers are finshed dead and sevco have no league it’s civil. War and kaos what a buzz tesco time soon hopefully

  2. degough

    This is an easy one. Just look at what bank account the employees where paid from last night. Then which of the companies own the bank account.
    Bet none of the 3 companies own the bank account used to pay the employees. Wouldn’t it be fun if the account with the season ticket money was used?
    Someone give Aggie the tea lady a call.

  3. Niall Walker

    There was one pearl of wisdom hidden amongst the absolute guff spouted by John Brown:

    He said “This isnt Charles Green walking into Sheffield United……this is Charles walking into an institution.”

    Quite.

  4. James Scott

    it gets worse. where does RCF 2012 Ltd fit into the grand scheme of things?

  5. Project Walliams

    You have identified 3 suitors that could all claim to be Rangers FC, assuming Rangers PLC, the 4th and original has been jilted. But what is the difference between the assets, the business and the football club ie could you clarify how Rangers FC are (legally) defined as this seems to be the meat of the issue we are struggling with. Is it simply the SFA licence that defines them?
    Apologies for not being able to keep up.

  6. Boss Hogg

    Given the history I would have expected absolute clarity to be the highest priority of any bona fide consortium genuinely trying to move this forward as a football project. I hope I’m wrong but my bones are telling me that Ibrox is destined to become a shopping mall or a block of flats.

  7. ecojon

    I can’t help but wonder whether the wages payments will come out of a D+P bank account?

    I also wonder how much money was left in Rangers youth development which was given to Greene to help fund his purchase of Rangers. It may well be that Greene has actually invested little, if any, money of his own. And I can’t understand how the youth development money which was presumably in a bank account didn’t form part of the pot for creditors but ended up being given to Greene presumably with the blessing of D+P.

    The Rangers youth development money was originally invested by Ian Hart some years ago and appraently Hart agreed it could be put towards the funds underpinning Green’s CVA proposal. If Hart gave the money to Rangers how and by which mechanism was he still able not only to control it but actually divert it from the youth development budget. And the BIG question is how much money was involved?

    It’s important at a time like this to remember how close Celtic was to destruction before Wee Fergus stepped up to the plate – many didn’t like him but not only was he a good businessman he also kept his word. Still there’s good news for Aggie as Celtic are apparently sending a biscuit tin across to her.

    • Pensionerbhoy

      I am of the opinion that these issues will be on the expansive menu of the H.M.R.C. and B.D.O. investigative lunch.

  8. Richboy

    This has probably already been asked but, I would appreciate if any of the “legal eagles” on this site could refer to some case law on this subject. I realise that this is probably a fairly unique situation but there must be something in the annals of Scots Law that predicts the most obvious outcome of this situation.

    While I cannot believe that an operator like Green would get it so wrong, I also cannot envisage that Paul is way off the mark either. My reading of the legislation is that Players have the upper hand and can move to other clubs with no compensation payable to Sevco (pick your # or country).

    I will confess however that I was 100% convinced Lord Carloway had nailed it.

  9. Re; ecojon’s comments above.
    I share his concerns. This Ian Hart money left me baffled too. When I read his statement of June 14th, that stood out every bit as much as his denial of being in Green’s consortium. It seemed quite major to me, that Green appeared to be using club money to assist in the purchase of said club, as had previously been done by Mr C Whyte. Yet even among those in the MSM who appear to be on Green’s case – Richard Wilson in the Herald, I’m looking at you here – there was no follow-up. Did I miss something?

  10. Pensionerbhoy

    I just find it incredible that the Scottish footballing authorities can, if not honestly, then at least logically, witness the utter shambles of this potential ‘newco’ and still claim that they want change for the good of Scottish football to include this new entity. If this continues to be their stance then, like Lieutenant Commander Philip Francis Queeg, USN in The Cain Mutiny, they should be deemed not fit to be in charge of the ship either on the grounds of intrigue, incompetence or insanity, I.,I.,I. sir, as it were. I firmly believe this to be the area now due close inspection and consideration by fan-power and those advising us.

    H H

  11. ecojon

    @richboy

    I certainly don’t profess to be a ‘leagle eagle’ though I do have more than a passing knowledge of employment law in a professional and personal capacity.

    Greene seems to be largely basing his claim that he ‘owns’ the player contracts because they didn’t object to the transfer within the 24 hours which he claims is laid down in the Tupe Regulations. I have searched a few times through the Regulations and cannot find this ’24 hour’ reference. The Regulations are largely silent on the period allowed to object as far as I can see and I suspect that the drafters of the Regulations were well aware of the multitude of different circumstances that could apply and decided not to set an objection time-limit but, if necessary, allow an Employment Tribunal to decide if there was too much of a delay in an objection being made.

    I had a quick search of Employment case law and found one case where it was ruled that 3 days was not too long a period for employees to take to reject a transfer. This doesn’t mean that 3 days becomes the statutory time-limit btw as every case has to be taken on its individual circumstances. But Greene would dp well to remember that the main thrust of the Tupe Regulations is to protect workers and not allow employers to treat them as serfs subject to a lifetime of slavery until it suited the employer financially to get rid of them or sell them on.

    What is probably more important as to whether the players are free agents – which I believe they are – is whether D+P and Greene carried out the necessary consultations under the Tupe Regs and from newspaper reports this seems very doubtful. I am also now unable to even have a guess at which one of Greene’s legal entities is actually meant to hold the ‘transferred’ contracts – Greene’s laughable suggestion that it is Rangers Football Club is cloud cuckoo land.

    Greene is acting like a bully as he is seeing approx £20 million disappear which he thought would come into his coffers and it may well be Greene would have used it responsibly to rebuild Rangers but ah hae ma doots as ma granny used to say.

    The latest scam to reorganise Scottish Football to accomodate Rangers dropping down a league I think has the potential to destroy the whole of Scottish Football. This is all about the money-men and power and nothing to do with Scottish football fans. I have spoken to many ordinary decent Rangers fans and am humbled at their wish to go down to the 3rd Division and start from scratch and work their way back up the leagues just so they can hold their heads up. These are the kind of people who form the true backbone of any club support.

    They are not the ones who brought this about and to be honest I can’t really blame them for living in the financial fool’s paradise created by Murray as it appeared to many that he could well afford the money. Looking back it was all smoke and mirrors but I am sure there will be many more revelations to come on that front although it is more likely to come through internet jourmalism than the cowed journos who slavishly accepted what Murray dictated to them – although there were a very few honourable exceptions.

    • TUPE taking a haircut?

      As I recall when I was TUPEd, the two companies in question had to consult with employees first and then give the option to transfer.
      When I went from company A to B both companies did so with consulting us employees, and we all sued and won under breach of TUPE Regs. We then transferred 🙂
      When did RFC(IA) and Sevco (choice of many) consult with the Rangers employees?
      And regarding RFC 0712 – is this not Rangers 12th of July?

  12. Jim Harkins

    I think, Paul, you are making a mountain out of a molehill here.
    A press spokesman is addressing the general public, not a bench; if he uses a phrase on the lines of “the registered company that is Rangers” he is using language with which his audience can engage. None of the other protagonists in this shambles is going to base a legal challenge on what is said at a press conference or even on the fact, if it does turn out to be a fact, that Green has set up Sevco Sotland and is moving “assets” from Sevco-whatever to this new, Scottish registered entity. If the newco (Mk 3?) was being registered offshore , then it would be time to worry.
    In your post yesterday you mention in a quote what I, modestly, think is more important: the July dates for the completion of the deal between D&P and Green. I interpret them to mean that unless something, unspecified, happens in between, the deal is off. Any ideas on the “unspecified”?
    Jim
    The bottom line is, why should we care?

    • Grab the grass

      We should care because all that this has done is actually add more confusion and more unanswered questions which rightly cause rangers supporters to be gravely concerned about the future of the club they support.

      Those unanswered questions already existing, e.g.
      Have Sevco 5088 Ltd actually paid the £5.5MM to Rangers PLC?,
      Why are there no more shareholders or directors listed?,
      Where did the money come from? etc etc,

      Have now been added some more, i.e.,
      How much did sevco scotland pay for the assets?,
      What is the connection between sevco 5088 and sevco scotland (apart from one Mr Green being the sole owner and director)?
      Who actually now employs the staff and the remaining players?,
      What is the point of RFC 2012 Ltd?
      Why did they not say this at the time?

      The people making these statements are supposed to be professional and if internet bampots can easily pick holes in a statement then they haven’t done their job. Public issued statements like this can be used to substantiate positions held and used later to say that the company had stated something that was possibly untrue or unclear. The excuse that they are using language which “the audience” accepts is a poor excuse for not getting it right. This act of constant plate spinning to try and keep the Rangers name alive, but actually be legally and facutally correct is clearly getting too much for Mr Green and his spokesmen.

      If we actually get any transparency from the documents to be deposited with the SFA by end of tomorrow, which I hope they will make public, I will be astonished. I predict it will simply add more confusion and shodows than exist at the moment, if it actually gets to that point.

  13. degough

    I believe that there are advantages to having all your companies property in one company name and all your other assets in another. I would have thought that it did not occur to Green to make this intention public. Perhaps an accountant could confirm the advantages for us?

    I note that the SPL are determined to have Green’s team play in Division 1. Green will have to accept certain sanctions such as paying monies owed by oldco Rangers to other clubs. It is also clear that the majority of the Rangers fans want to play in Division 3.

    What will happen next? Green says since arriving at Rangers he does not expect the expected.

    • Niall Walker

      The only time you keep the assets in a trading company is if you have to, usually to borrow money or get credit. If you require neither then the first thing you do is seperate the assets from the trading company to protect them from any risk or threat. That is the whole point of a holding company, it can then charge the trading company a management fee.
      If the fee cannot be paid then you can liquidate the trading company( and all its debts and liabilities) and start another trading company owned by the untouched holding company.

      A trading company owned by a safe and secure Holding company is only safe and secure if there is a cross company guarantee.

  14. Niall Walker

    I raised an eyebrow when Mr Jardine accused the players of stiffing the newco out of selling assets, now they know how the creditors of the oldco felt, they couldn’t sell them either.

  15. Hugh Jampton

    It may all be academic as the word on the street is that another fall into administration is looming

  16. Curious as to what name of the ‘club’ will be in the documents to be submitted by tomorrow. If indeed the can fulfil all requirements needed also by tomorrow. Wonder if SFA would buy the ‘in the style of’ yet again.

  17. ian lewis

    It seems the SPL want to sweetheart Rangers into the SFL1 by paying them a million quid-that’ll go down well.

  18. ecojon

    I spotted this on: http://www.paisleydailyexpress.co.uk/renfrewshire-sport/renfrewshire-football/renfrewshire-football-st-mirren/2012/06/28/87085-31275977/

    I am astonished that St Mirren chairman Stewart Gilmour had a secret meeting last week with Coisty and Greene – How many other clubs are having secret meetings and why?

    Greene is stating that he can’t understand why SPL clubs are making their vote public in advance of the 4 July vote but he is happy to meet club chairmen in secret. And now we have a move to gerrymander Rangers into just dropping a league.

    These people in charge are up to their old tricks of deciding what is best for the fans so they can continue to Lord it over the mere minions who are the ones that actually spend their hard-earned cash in supporting their clubs.

    But as I say the ‘leeches’ think they know better – well I reckon they are in for a shock because Scottish Football fans will have their Autumn Freeze on the cigar smokers who think the rest of us will crawl back into our caves. How dare they decide on these drastic restructures without even a token reference to the fans to ask what they want. This really is moving beyond a solely Rangers problem – the whole hierarchy needs to be brought down and recognise that they are there to serve the interests of fans and not those in the boardrooms and all the other hangers-on.

  19. ecojon

    I see Murray is quoted by ITV tonight as naming three investors for the first time viz: Murray named three investors for the first time – Mazen Houssami )Middle Easter lawyer), Elias Kaisar and Mr Jean Haddad.

    Really really sloppy reporting as Houssami – a middle eastern lawyer – was actually named as an investor by Greene on 18 May.

    An Elias Kaisar with a Monaco address is listed as a director of ATHENS AIR CATERERS LIMITED which is dissolved – of course this Elias Kaisar might not be the investor involved with Greene.

    Jean Haddad – any guesses? Don’t know if the following could be related as they have the same surname: http://www.usmarshals.gov/district/fl-s/fugitives/WANTED%20POSTER%20HADDAD.pdf

    Looking back to the 18 May I note that Mark Dingwall of FF stated: “He (Greene) told us that five or six have committed financially to the group and 20-odd are considering doing so but no names. He said the administrators have seen proof they have a bank account with £20m deposited.”

    And yet more than a month later all they have is three names – does anyone know if D+P have seen a bank account with £20m deposited – if not why have they remained silent on this very important statement and whose name was on the bank account and if there is a bank account why has Greene had to use D+Ps bank account. Every time they open their mouth it gets curioser and curioser.

    Back in May Greene stated that 5/6 people had invested in his venture so why has Murray not named them today – have they withdrawn their initial investment?

    The Daily Record stated at that time: “One of Green’s heaviest financial backers, Manchester businessman Mike McDonald, is on record as saying the consortium’s strategy can’t work if they are not allowed to spend money on building Ally McCoist’s squad.”

    Well considering how weakened the squad now is it will take a helluva lot of investment but why is Mike McDonald not mentioned as an investor by Murray.

    On 19 May Greene told the Scotsman that one of his investors was Indonesian businessman Jude Allen but he isn’t listed today by Murray.

    There were various other names such as the Scottish clothing company and Blue Pitch whatever previously mentioned as investors – but they too aren’t mentioned today as one of the three investors.

    Wheels coming aff the bogey springs tae mind.

  20. degough

    Looks like Paul has another statement to take his machete to thanks to Mr Murray. Looking forward to it.

  21. Gary

    Paul, your website says Random thoughts??? I see you are able to shown proof of company names etc which is great , but still doesn’t give clarity on what rangers fans want to know…

    One of your early posts gave a great explanation of how Rangers FC (being the Football club) still exists, and is a separate entity from that of Rangers FC PLC ( the now liquidated financial company ) .. You also stated that Rangers history remains intact.. However you seem to go back on this information on new posts.. So whats it to be???

    According to mr Green Rangers FC is still Rangers FC, Steve Gibson chairman of Middlesbrough FC made a statement agreeing with MR Green is the same situation happened to Middlesbrough in 1986, and Mr Gibson changed the name of his financial company to Middlesbrough FAC.. But has since then changed it to MFC.. There history dating back to the 1800 remains intact..

    As Rangers FC still exist then they will be required to take punishment for the dual contracts( breach of SFA rules ) and for going into administration..

    Any way you can share your random thoughts on .. Is Rangers FC still Rangers FC , will their next year of history be 141 years?
    Can you give explanation as to why if Rangers FC still exists why do they need to Register with the SFA.. It’s what the fans want to know???

    • Gary

      Also, can you explain, if rangers are found to be the rangers of then… So no change, would they then only be banned from Europe for one year or would they still be banned for 3 years, if so why ?….

  22. What about sanctions by the SFA, surely no sanctions can be laid against a newco and on that basis all santions to date should be null and void!
    PS
    Dont want any bigoted replies from the bigots and you all know who you are!

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