Some Last Thoughts on the SPL Share of Amoeba Rangers!

Another in my ongoing series looking at the various implications of the “Entente Cordiale” reached between the various bodies connected with Rangers. This time I am looking at the SPL share.

Bizarrely it seems, if you follow the SPL Articles (ha ha) Rangers Football Club PLC, which is a shell containing no assets, is still a member of the SPL!

That would imply that, like a single cell organism, the process of cell division resulted in there being two “Rangers”, both of them having existed since 1872.  Amoeba Rangers!

A camera captured the moment when The Rangers Football Club (owned by Sevco Scotland Ltd) came into existence …

——————————————————-

The undernoted paragraph is extracted from the Joint statement on behalf of The Scottish FA, The Scottish Premier League, The Scottish Football League and Sevco Scotland Ltd. That statement was issued late on Friday evening.

“Following the completion of all legal documentation, the Scottish Premier League will conduct the formal transfer of the league share between RFC (IA) and Dundee FC on no later than Friday 3rd August 2012. At this point, the transfer of Scottish FA membership will be complete.”

The Rules regarding transfer of shares in the SPL are governed by the Articles of Association, which can be read here. These Articles are updated to 30th May 2012. For those of a paranoid mind, the fact that they have been framed for the SPL by Harper MacLeod, a law firm which has worked for Celtic, amongst a great many other clients both in and outside sport, including Craig Whyte, will be a klaxon warning that there is something in them to harm The Rangers Football Club.

If there is, then it is remarkably well hidden. (For the avoidance of doubt, I am not suggesting that there is anything of that nature.)

The relevant Rules are as shown at the bottom of this piece.

What is the present position with the SPL share?

It was part of the parcel of assets and rights sold by Duff + Phelps to Sevco Scotland Ltd for £5.5 million. It was sold at the price of £1, as required by the Articles. However, the transfer of that share from Rangers Football Club PLC (RFC PLC) to Sevco Scotland was refused. Therefore RFC PLC remained the owner of the share although it had sold off the football team which entitled it to be a shareholder.

It then seems that the various formal steps which can be taken by the SPL to force the change have not happened. Therefore the SPL share remains in the hands of RFC PLC and under the control of Duff + Phelps.

Rule 11 applies where transfer of a share is NOT caused by promotion of an SFL club to replace a relegated SPL club. In such an event the members of the SPL, in a General Meeting, must approve the share transfer. It was this which was refused in the case of RFC PLC and Sevco Scotland Ltd.

The accession of Dundee to the SPL, and the demise of Rangers, were not promotion and relegation, as stated in the rules.

Therefore there requires to be a General Meeting to approve the share transfer.

On 16th July, following the SPL AGM, the League released the following:-

“It was agreed that Dundee FC would be invited to fill the space vacated by Rangers FC in the Clydesdale Bank Premier League.”

Was that the approval of the share transfer? Clearly it could not have been, because if so, it would have taken place.

Article 14 applies in two situations, both of which are applicable to RFC PLC. This arises where a member of the SPL is no longer entitled to hold a share (as was the case here as RFC PLC had sold all assets and business) or where a member has an administrator appointed. If a General Meeting of the SPL passes a Qualified Resolution confirming that the former member should transfer the share to a named entity, then the former member must transfer its share for £1 to the named new member. On doing so the former member ceases to be a member of the SPL, and the new member takes over.

Can this be the case here? If so, no one has mentioned that a Qualified Resolution was passed at the AGM. If it had, then the share transfer ought to have been resolved by now, as I will mention below.

If Article 14 applies, then, until the transfer of the share to Dundee, RFC PLC remains a member of the SPL!

Article 17 deals with the situation where a member refuses or otherwise fails to transfer the share. If the outgoing member fails to transfer the share within seven days of notice having been given of the requirement to transfer, the SPL Board can authorise one of its directors to complete the paperwork as if completed by the member.

Some Questions

Has there been a Qualified Resolution passed by the SPL members under Article 14 ordering transfer of the share from RFC PLC to Dundee?

Have Duff and Phelps been asked to sign a share transfer?

If they have, then why have they not done so?

Is this a sign that, notwithstanding what has been said already about the purchase of the assets and business of Rangers being unconditional, in fact that is not the case, and Duff and Phelps are, for some reason, insisting on holding on to the SPL share? As transfer of it to Sevco Scotland Ltd has been rejected, then Mr Green’s company cannot end up with it, no matter what.

If Duff and Phelps are not handing over the share, when were they issued with a formal request to do so?

How can it be that RFC PLC has remained a member of the SPL, whilst Sevco Scotland Ltd’s team gained membership of the SFL? Did Scottish football expand, even temporarily, to 43 teams? If so, how can Sevco Scotland’s team be the same team as that owned by RFC PLC?

Is it not indicative of the omnishambles that the Rangers FC situation has become that the SPL only anticipate the share to which Dundee is entitled, and which was announced as going to them on 16th July, might not be transferred until the day before they kick off?

 

Posted by Paul McConville

 

TRANSFER OF SHARES

11. Except where the transfer of a Share is occasioned by the promotion of an association football club from and relegation of a Club to the SFL, the approval of the Members in General Meeting shall be required before the transfer of any Share shall be registered and the Members may, in their absolute discretion, refuse to approve the registration of the transfer of any such Share.

12. The Members shall not approve the registration of the transfer of a Share for the purposes of Article 11 unless the Board shall first have confirmed that the Board has approved the instrument of transfer and that there exists no circumstances in which the Members shall refuse to approve the registration of the transfer of the Share in terms of Article 13.

13. The Members shall refuse to approve the registration of the transfer of a Share:-

(i) to a person who the Board is not satisfied is or, at the time that the transferee will be entered in the Company’s Register of Members as the holder of the Share, will be the owner and operator of a Club;

(ii) unless the instrument of transfer is lodged at the Office or at such other place as the Board may appoint and is accompanied by the certificate for the Share to which it relates;

(iii) if the transferor and/or transferee shall fail to provide such evidence as the Board may require to demonstrate to the satisfaction of the Board the respective rights of the transferor to make the transfer and the transferee to become a Member;

(v) if the instrument of such transfer is in respect of more than one Share; or

(vi) if the transferee or an Associate of the transferee shall own or have an interest in any other Share.

14. If:-

(i) a Member shall cease to be entitled to hold a Share; or

(ii) a trustee in sequestration, manager, receiver or administrative receiver shall be appointed in respect of a Member or any property of a Member, or an administration order shall be made in respect of a Member or any property of a Member or an order shall be made or an effective resolution passed for the winding up of a Member otherwise than for the purpose of reconstruction or amalgamation;

then that Member or its manager, receiver, administrative receiver, administrator or liquidator or any other person entitled to the Share shall, on receiving notice in writing from the Board following the Company in General Meeting passing a Qualified Resolution that such notice should be issued by the Board and confirming the identity of the proposed transferee, transfer its Share to such other person as the Board shall direct at the price of £1 and the Club owned and operated by such Member shall forthwith cease to be a member of the League and the Club owned and operated by the transferee shall become a member of the League in its place.

15. Notwithstanding the terms of Article 14, the Board shall be entitled, at any time following the final League fixture in any Season, to require a Member to transfer its Share, at a price of £1, upon the Club owned and operated by that Member ceasing to be entitled to participate in the League as a result of its relegation from the League and as and from the date of such requirement such Member shall have no rights in relation to such Share save in relation to Articles 93 and 94 hereof and shall cease to be entitled to be and remain the holder of such Share.

17. Whenever a requirement to transfer a Share shall arise, if the relevant Member shall fail to transfer its Share within seven (7) days of notice having been given of the requirement to transfer, the Board may authorise any Director of the Company to execute a transfer thereof and a transfer so executed shall be valid and effective as if the same had been executed by the Member concerned and the transferee shall on payment of the sum of £1 to the Secretary to be held in trust for the transferor be entered in the register of Members as the holder of such Share.

 

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29 Comments

Filed under Administration, Charles Green, Football, Football Governance, Rangers, SPL

29 responses to “Some Last Thoughts on the SPL Share of Amoeba Rangers!

  1. Unless I’m mistaken, there are actually 16 SPL shares.

    The simplest solution would be to transfer one of them to Dundee FC immediately, end then to reclaim the share which is currently in possession of the now defunct Rangers FC.

  2. TheBlackKnight TBK

    Right! this is getting ridiculous!

    I got on board with the RFC1872 or was it RFC 1873? changing to SEVCO RFC or RFC2012 or was it “officially” THE Rangers FC?

    Argued (and still do) over the validity of a Phoenix Gers. Perhaps ‘coined’ (via my consigliere) the term “NEWCLUB”, perhaps even “Schrodingers RFC” , laughed at the thought of Piñata FC (the gift that keeps on giving) Zombie Gers and Faux Rangers, but now I am faced with an Amoeba RFC !!!!!

    As Slimshady might say 54 (names) to 0

    😉

  3. Robert

    When did the SPL give formal notice to tranfer the share (i.e. when did the 7 day notice period start)?

  4. josephmcgrath112001809

    Why would anyone think the Scottish football authorities would do things in a logical manner?

  5. Methinks the SFA & SPL are deliberately trying to muddy the watters so that no one will be able to work out all the underhand dealings that they are up to. It won’t work and they are under the microscope as never before on this.

  6. Paul, your summary and analysis makes these matters much clearer. Power to your keyboard.
    With regard to the transfer of the RFC*IA SPL share to Dundee, was this not a specific clause in granting Sevco their ‘temporary’ SFA membership? Did the SFA statement not say that the share had to be delivered by this Friday?

  7. nowoldandgrumpy

    It appears to me that the share was only ever going to be transferred after Sevco changed their name, so it was dictated to by that date.
    Perhaps in the knowledge that there would be problems with changing the name of the club after the transfer.

    • ecojon

      @nowoldandgrumpy

      I think it is more complex than that and have just posted – possibly raises more new questions than answers

  8. Stuart

    The rules are clearly written in “legalese” to the extent that only those trained in law can have any hope of interpreting them properly. The boards of the SPL, SFL & SFA need to employ a lawyer to translate them into an idiot’s guide version.

    Why don’t you offer your services Paul?

  9. ecojon

    The Rangers Football Club Plc now in administration and shortly to be liquidated was incorporated 27/05/1899.

    Charlie Bhoy says that the newco will change it’s name this week to: “The Rangers Football Club”

    This name change cannot be effected on ‘The Rangers Football Club Plc’ and would apparently be a name change involving Sevco Scotland Ltd which was incorporated on 29/05/2012.

    This creates an interesting conundrum as the D&P interim report dated 10/07/12 defines Sevco as: Sevco Scotland Limited of Ibrox Stadium, Glasgow G51 2XD (Company number SC425159)

    the report adds: 5.37 On 4 May 2012, a late entrant into the sale process, Sevco, provided an indicative offer setting out the terms on which it would acquire the Company which following a number of discussions was agreed upon as follows:

    But this is patently incorrect as Sevco – defined in the report as Sevco Scotland Limited – didn’t come into existance until 29/05/2012. So who exactly was the ‘Sevco’ that were negotiating with D&P before that date.

    Wethen have: 5.46 Having regard to the remaining offers the Joint Administrators were satisfied that the Sevco offer provided the best potential return to creditors of the Company. Therefore on 12 May 2012 the Joint Administrators accepted the Sevco offer.

    But the same question arises. Who were ‘Sevco’ as the Sevco defined in the report is Sevco Scotland Limited which didn’t legally exist until 29/05/12.

    Could it be that D&P is unable to release the share to Sevco Scotland Limited as D&P have legally accepted an offer from a ‘Sevco’ which would definitely appear not to be the Sevco defined in D&Ps report which is Sevco Scotland Limited.

    So who could this Sevco be? Is it the mysterious Blue Pitch Holdings? Could it be SEVCO 5088 LIMITED?

    SEVCO 5088 LIMITED was incorporated on 29/03/12 and Charles Green appointed as sole director on 04/05/2012. On 14/06/12 a resolution for DISAPPLICATION OF PRE-EMPTION RIGHTS was registered. I think Paul has dealt with the meaning of this previously and I couldn’t understand it then so won’t try now 🙂 However the 14/06 is an important date as it is the day when the CVA Proposal was rejected by creditors. So was the share and indeed the Rangers Assets sold to SEVCO 5088 LIMITED and does that explain the difficulties in D&P releasing the SFA share to Sevco Scotland Limited.

    I’m just an ordinary guy with an enquiring mind and no accountancy training so I am unable to take this much further but perhaps others can.

    RFC 0712 LIMITED was incorporated on 21/06/2012 but the next day it was renamed RFC 2012 LIMITED. Charles Green is shown as the only director of this company appointed on 21/06/12.

    I actually now begin to sympathise and understand where Charlie Bhoy is comng from and might be heading when he says it doesn’t matter whether Company A or Company B owns Ibrox as everyone knows that Rangers plays there. One just wonders what company owns what and even whether this is capable of being figured out.

    What a cheek to falsely accuse Celtic of having changed its name 3 times since 1887 – how many names will you need for SevGers and how many dozen of other companies have you been a director or chairman of.

    Strange how you don’t seem to last that long Charlie Bhoy – I think the Gers have already cottoned onto you and your pathetic and potentially dangerous attempt to use the bigotry card to sell season tickets

  10. Gobsmacked

    This is getting a bit like the arcade game where you try and hit the gophers on the head with the hammer.

    But no it is now very clear “I am Spartacus “

  11. mick

    thats the rtc hanging up the keyboard mission accomplished ,a do take my hat of to them it was an amazing cyber ride ,but in any campaign there is always renigades am staying till its tesco lol the whole world knows what they done they cheated for years and finacially doped the game we all love most but msm and the ebt recievers beware as mick is still here div 3 was goal post shifting and the deal is dodgey so its up to the rest of us to out the truth ,you can leave a thank you comment
    http://rangerstaxcase.wordpress.com/2012/07/30/wrapping-it-all-up/

    general hunskelper well done to you thank you and good luck with your next quest

  12. mick

    a song for rtc “keyboard clatterers” “internet bampots ”

  13. mick

    were now lads the name thats were all the focus should be and of course the deal ,the ebts will take care of its self lol div 3 was not on merit it was down to handshakes and tv deals
    a somber reflection on the internet bampots mission lol

  14. martin c

    I am lost completely?

    Why is sevgers SFA membership conditional on SPL share transfer? Why can’t the SFA deal direct with D+P?

    Do sevgers have influence of RFC (ia)?

  15. JimBhoy

    Well at least it’s no boring !!!

  16. Alex Doherty

    I am lost as a Irishman who loves the celts to think that this club may someday play in F A I with Derry CITY or them other mob linfield AFTER ALL THERE ONLY A BELFAST BUNCH OF BLOWINS REMBER HARLAND AND WOLF RANGERS WILL THEY PLEASE GO AWAY

  17. ADM

    In an almost certainly vain attempt to make sense of this:

    – There are three entities, certainly as far as the SFA are concerned: two companies (RFC plc and Sevco Scotland) and one football club
    – The football club is currently (or “will be”, according to Friday’s statement) owned by Sevco Scotland
    – It is the football club that holds the SFA licence
    – It is the football club and Sevco Scotland that have been invited to SFL3
    – The SPL, being essentially a commercial operation, has written its rules in terms of companies, so RFC plc still holds the SPL share.

    Almost works, for me at least, if you put to one side the troubling “will be owned” from Friday’s statement.

    On ecojon’s question about who bought the assets from D&P, I’m sure I read somewhere that it’s not all that uncommon for the acquisition vehicle company to change during the process. Sevco may have concluded it made more sense to put Rangers into a company registered in Scotland (Sevco 5088 is registered in England). In most acquisitions (less closely followed by internet bampots) almost certainly no-one would notice, and absolutely certainly no-one would care enough to object.

  18. Alex Doherty

    Lovely to see green wants to keep the bigorty any thing to do with no tickets sale or was he always like that

    Hope the huns are not conned by the english mob they love your TAX or NOT well maby not long live the TAX MAN only to bring your end

  19. Some ameoba cause dysentery

  20. ecojon

    I think I may have confused the issue a bit – the point I was trying to make is that I don’t fully accept that the assets were actually sold to Sevco Scotland Ltd.

    I again point to the D&P report: 5.46 . Having regard to the remaining offers the Joint Administrators were satisfied that the Sevco offer provided the best potential return to creditors of the Company. Therefore on 12 May 2012 the Joint Administrators accepted the Sevco offer.

    But this Sevco is not Sevco Scotland Ltd which wasn’t incorporated until the end of May. I take ADMs point that Sevco Something might have just been an acquisition vehicle and that it totally legally could have passed the Rangers assets to Sevco Scotland at a later date.

    Fine, but why then all the delay and carfuffle – there is some kind of legal problem there which may already be solved but le’s see what happens over the next few days.

    If Sevco has the £5.5 million the sale goes ahead and if not it doesn’t. If it goes ahead then the question is can Rangers fund its operating expenses long enough to attempt a share flotation and, as always, season tickets, will play a big part in funding this ‘window’ and the length of time it exists.

    I have no doubt that this saga has a long way to run and the end of the tale has yet to be written.

  21. iain

    Give up.
    It’s over.

    • ecojon

      @iain

      It might be for you if you have only a narrow interest in this matter – for some, like myself, the task of improving the whole of Scottish Football in a multitude of different ways is something I have no intention of giving up on and in view of the enormity of the job I seriously doubt if it will be over in my lifetime.

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