In which I wonder about the operator of the “Rangers” website, and am rather surprised to see who the only Director is. I also look at the possibility that the liquidator of Rangers Football Club PLC could end up taking court action for payment against Rangers.co.uk Ltd, now owned, presumably, by one variant of Sevco. I am also happy to see that Mr Green is quicker with his forms than Mr Whyte was. Finally I consider whether there is the slightest possibility that the administrators could have missed the chance of raising additional sums for creditors.
The website Rangers.co.uk is the official website of Rangers Football Club. The terms and conditions of the site state:-
“This website is operated by Rangers.co.uk Limited (“Rangers.co.uk”), a joint venture between Rangers Football Club and Perform.”
“Perform” is still listed at the bottom of each page of the site as “powering” the site.
As Rangers.co.uk Ltd is a separate company, I thought I would have a wee look to see how it has got on, and what its present status is.
I have linked here the last accounts of the Company. rangers-co-uk-limited
The most recent accounts are now overdue. They ought to have been lodged by 31st March 2012. However, it is perhaps understandable that the accounts were not produced on time. After all the directors of the company were both involved in litigation against the parent company, Rangers Football Club PLC!
According to the last accounts and the Companies House website the two directors of Rangers.co.uk Ltd were Martin Bain and Donald McIntyre, and Mr Bain only resigned earlier this year, with his resignation being recorded at Companies House on 20th February 2012.
This leaves the sole Director and Company Secretary as Mr McIntyre, who of course was successful in negotiating a settlement with Rangers whilst Craig Whyte was in charge.
Surely, you might say, that company cannot be of any real importance in the new Sevco era?
The company was formed in 2000. The accounts state that it has “a twenty year exclusive licence for the exploitation of the Internet and certain media rights of The Rangers Football Club PLC, including the operation and hosting of the Club website”.
The last accounts disclosed a turnover to 30th June 2010 of £244,155, and administrative expenses of £640,093, leading to a loss of £395,938.
The company has accumulated total losses adding up to £5,442,658. As of 30th June 2010 there were total creditors of £655,639, with £530,756 owed to other companies in the Group.
It was the confirmed support of the parent company which allowed the business to be treated as a going concern.
The company, as per the accounts, is 100% owned by Rangers Football Club PLC.
This therefore means that it was presumably sold off, with all of the rest of the “assets and business” of Rangers Football Club PLC by the administrators, Duff & Phelps. Here the lack of clarity and transparency causes an issue. Was the transfer to Sevco 5088 Ltd, as the Duff & Phelps CVA proposal said would be the case if the proposal failed, or was it to Sevco Scotland Ltd, which now seems to be ruling the roost at Ibrox?
On a side note Companies House received notification yesterday of the new directors of Sevco Scotland Ltd, namely Mr Malcolm Murray, the Chairman, Brian Stockbridge, Finance Director and Imran Ahmad, Non-Executive Director. It is good to see that the Green consortium seems quicker at fulfilling the requirements of paperwork than the predecessor ownership.
Mr Green remains a director of Sevco Scotland Ltd, as well as the sole Director of both Sevco 5088 Ltd and RFC 2012 Ltd.
However, there are still formalities to be fulfilled. The accounts of Rangers.co.uk Ltd are late, and Mr McIntyre is the only person having legal responsibility for that failure.
Rangers.co.uk has at the least eight years remaining on its “exclusive licence for the exploitation of the Internet and certain media rights of The Rangers Football Club PLC, including the operation and hosting of the Club website”.
Sevco, in whatever guise, could simply agree with Rangers.co.uk Ltd to rip up the contract, but there will still be historical issues to be dealt with by the liquidators of the parent company, BDO. After all, if Rangers.co.uk Ltd was indebted to its parent by over £500,000 in June 2010, might it still have been indebted by the time the parent went into administration? In that case BDO might be looking for Rangers.co.uk Ltd to make some contribution towards the liabilities of the parent company, and could indeed take court action to seek payment! In fact, if Sevco, as the owner of the assets of RFC (in liquidation) broke the contract with Rangers.co.uk Ltd incorrectly, the liquidator could end up suing Sevco for breach of contract, on the basis that the damages recovered could go towards meeting the debts due to the by then liquidated parent company!
I think that, though possible, is unlikely.
On a more likely note, as Rangers.co.uk Ltd is not in administration or liquidation, and if it has been bought by Sevco (whichever one) then that means that the company remains liable for the debts owed, and as such Sevco could end up putting it into administration to avoid having to meet its debts to the by then liquidated Rangers Football Club PLC!
I am sure that Mr Green and his cohorts are well aware of the separate legal identity of the operator of the website. I am sure they will be working to ensure that the late accounts are produced as soon as possible. I am sure that they will have been in touch with Mr McIntyre to have him step down as a director, and to be replaced by someone from the Sevco stable.
As a final thought, as the holder of the exclusive licence, might there have been some scope for Duff & Phelps, in the interests of the creditors (hah), to seek to exploit that value, perhaps by selling Rangers.co.uk Ltd to a specialist website content provider? It might be that the company was tied in to costly deals with the parent, but maybe not.
Is it possible that Duff & Phelps missed a chance to exploit value for the benefit of the creditors?
As with many issue surrounding the takeover, naïve and uninformed people like me have great trouble working out what on earth is happening. I have no doubt though that Mr Green and Duff & Phelps have the matter under complete control.
Posted by Paul McConville