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  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