Fun With Forms! Could Sevco’s Change of Name to Rangers Be Invalid?

Earlier I posted a piece by Ecojon, which raised some queries about the name changing procedures and the press coverage thereof regarding Rangers Football Club PLC (In Administration), Sevco Scotland Ltd, Rangers Football Club Ltd, and RFC 2012 PLC (In Administration).

Having been put on the scent by his bloodhound tendencies, I can expand on what he was saying, which in turn adds additional questions to the list of those which it would be good of Mr Green to answer. Remember he pledged a full response “within seven days”….

Changing Names – Part 1

The 31st July was a busy day for Companies House, dealing with changes of name for two particular companies.

This might explain the confusion identified by Ecojon in his earlier post, about who was responsible for what change.

I have mentioned before the intention of Duff and Phelps to change the name of Rangers Football Club PLC (In Administration) to RFC 2012 PLC (In Administration).

Before Sevco Scotland Ltd could change its name to Rangers Football Club Ltd, it was necessary for the existing Rangers Football Club PLC (In Administration) to change its name from that. Therefore Duff and Phelps convened a shareholders’ meeting at Ibrox (which would have been conducted by post, one imagines, where the shareholders were asked to approve the change of name from Rangers Football Club PLC to RFC 2012 PLC.

One assumes that Sevco Scotland Ltd paid for the meeting to take place and for the notifications to shareholders. After all, there are still around 26,000 shareholders in Rangers Football Club PLC (as it then was).

Who Owns 85% of RFC 2012 PLC (formerly Rangers Football Club PLC)?

What has not been clarified in any coverage I have seen is what position was taken by the 85% shareholder in Rangers Football Club PLC, and indeed who that was! As far as we are aware, Rangers FC Group Ltd owns 85% of Rangers Football Club PLC. Mr Green made some comment about paying Craig Whyte, the ultimate owner of Rangers FC Group Ltd £2 for the shares, which of course only cost Mr Whyte’s company £1.

Who therefore owns the shareholding? As the company is about to be liquidated, it will not matter very much going forward, but in terms of clarity and transparency, two matters very much favoured at Ibrox, it would be useful to know.

On 13th May 2012 the BBC reported as follows:

Green has purchased Craig Whyte’s 85% shareholding in Rangers, joking that he paid £2 to give the former chairman “a 100% profit”.

Of course Sevco Scotland Ltd was only incorporated on 29th May 2012, so it could not have been that company which bought the shares controlled by Mr Whyte.

Therefore, was Mr Green the owner of the shares personally? Were they owned by Sevco 5088 Ltd, the company with which Duff and Phelps stated there was an exclusive and binding agreement to sell the assets and business of Rangers Football Club?

Presumably Duff and Phelps know, as the vote of the 85% shareholder would have been quite important in achieving the name change!

Changing Names – Part 2

Once the EGM of “oldco” shareholders had taken place, this made the path clear for Sevco Scotland Ltd to change its name to The Rangers Football Club Ltd.

This did not take place by way of a General Meeting but instead by a Written Resolution.

These resolutions are governed by Chapter 2 of Part 13 of the Companies Acts 1986.

The Written Resolution can be seen here Written Resolution and the paperwork with the change of name here Change of NAme.

The resolution could be proposed by the directors or by the members. In this case it is proposed by “the sole director” Charles Green.

But, as Ecojon pointed out, there are three other directors, Messrs Ahmad, Stockbridge and Murray. Mr Green is not therefore the sole director.

Mr Green’s predecessor Mr Whyte seemed to have unaccountable trouble with forms. It seems a pity if that has carried over to the new regime.

Does the error render the resolution invalid?

Companies House has already authorised the name change. However it could re-consider the matter if it felt necessary to do so. I wonder if anyone might raise it with them.

No director or shareholder is likely to object, which leads us to the next heading.

Who Can Sign the Resolution to approve it?

A Resolution is voted on by the members of the company. The members are the shareholders entitled to vote as at the circulation date. On the form signed by Mr Green the circulation date seems to have been amended, though this will surely have been a simple slip of the pen.

The signatures are those of Mr Green, and as Ecojon thinks, Mr Ahmad. There has to be sufficient consent for the Resolution to pass. As an ordinary Resolution, over 50% of the members by shares need to approve.

Directors do not have a vote unless they are also shareholders. Therefore it would appear that Messrs Green and Ahmad between them hold sufficient shares to pass the resolution. As Ecojon said, Mr Green has stated he is not a shareholder.

Maybe Mr Green could clarify who holds the shares and how many they hold, as that paperwork does not seem to accord with what has been made public already.

 

Posted by Paul McConville

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51 Comments

Filed under Charles Green, Companies Act 2006, Football, Rangers

51 responses to “Fun With Forms! Could Sevco’s Change of Name to Rangers Be Invalid?

  1. Greg72

    Paul, many thanks for this – as usual, a very clear explanation. There’s one point I’m wondering about, though, and this is that D&P said in their statement that an EGM of oldco was to be held at Ibrox on 31 July. Does that not suggest that the meeting was to be a ‘physical’ one? I suppose one way of finding out if this was so would be if anyone on here is a shareholder, and would post a copy of the notice here!

    It might also be of interest to see who signed the Companies House papers relating to the oldco name change. Also, one certainly does wonder who voted the 85% shareholding. Presumably this would have been done by proxy, and I wonder who signed the proxy form!

  2. A re-post from ecojon’s article:
    A very entertaining and thought provoking piece.
    Why, I wonder is there such a desire to call the company which owns the football club the same name as the football club? Weren’t we told that the football club is a different entity from the company which owns it? In fact is was trumpeted that it doesn’t matter who owns the club, it is the club itself which continues!
    Why, then, this urgency to call Sevco, the owning company, The Rangers Football Club Limited?
    Another question; what happens to the club if The Rangers Football Club Limited goes into administration or liquidation?
    Show me a darkened room, I need a lie down!

    • Booster

      Oscar

      My thoughts exactly. Were we not also told that Sevco had acquired all the Intellectual Property of the club from the previous owners, which would include the name?

    • ecojon

      @Oscar

      I have actually given my thoughts on your piece on the original article.

      • Of course, ecojon, That’s the answer or a least a sensible explanation. The future flotation makes sense of all this name changing nonsense. Green is gambling, though, anyone, other than oversees investors, must be wary of the 26,000 shareholders in the previous company who lost out due to administration.
        Also the previous attempt by David Murray (which cost him, or rather Bank of Scotland, £50M) was a dismal failure. I have invested in companies (small beer stuff) in the past but would never invest in a football club – especially a Scottish football club – due to a very small likelihood of any return. Only supporters are likely to invest for emotional reasons (nothing wrong with that) but given the Murray failure and these austere times, would you take the gamble? Can Green do a Fergus?

  3. Mick

    Great read Paul and ecojon ,flick throw the kerrydale street post by tommy your call he spoke to mr Ahmed for 20mins and stated that he was and mister green share holders and that there is now 20 share holders what we don’t know is if he knew tommy was a spoof and telling lies or it’s factual you would have to determine this for yourself am travel ing just now so on phone but when a get to desktop al up load it

  4. Bhoyant

    @Greg72 The letter notifying all olco shareholders was sent out detailing the purpose of the meeting. I saw the letter.

  5. josephmcgrath112001809

    You know, if I was changing the name of my football club I would choose anything but Rangers. Consider all the history, cities trashed, tax evasion, not to mention a history of bigotry.
    You might think a club would like to leave all that behind them. A chance missed I think.

    • ecojon

      @josephmcgrath112001809

      I have actually advanced a possible theory about the ‘name’ in the twin post to this one.

    • Ernesider

      josephmcgrath112001809

      Joseph

      The sad fact is that so many Rangers supporters are not just unrepentant about their history as you have outlined it, but are proud of it.

      Believing as I do that the attitudes of the Orange Order and the majority of Rangers supporters are pretty well identical, I post the piece below to reinforce my point:

      Garvaghy Road Marching Crisis.

      “This crisis gave rise to a faction within the order, the now defunct ‘Spirit of Drumcree’, which didn’t bother to hide its bigotry behind talk of ‘civil liberties’ or ‘Protestant culture’. One leading member, David Dowey, declared to a meeting of 1,200 cheering Orangemen in 1995, ‘Brethren, I’m a sectarian bigot and proud of it. There’s nothing to be afraid of in those words. Sectarian means you belong to a particular sect or organisation. I belong to the Orange institution. Bigot means you look after the people you belong to. That’s what I’m doing. I’m a sectarian bigot and proud of it.”

  6. iain

    At what stage does one get fed up with this?

    Some time yet I would wager.

    Obsession doesn’t come into it

    • I know what you mean iain, but I think Green and his backers are counting on everyone getting eventually fed up and stop with their questions. Hopefully it’ll start becoming clear once verdicts and punishment decisions start to come in – soon I hope. For those to be addressed or even appealed, the Green machine will have to come clean (hey, it rhymes too).

      As for going into too much detail (which can also get some fed up), I direct you to the stated aim of Paul’s blog, which is to discuss at length thoughts that affect or are affected by Scots law. With possible apologies to our host, this probably why you don’t see that many healthy-looking lawyers or accountants – including administrators and liquidators.

      From reading a few posts and talking to Gers fans, I’m still amazed so few are interested to know who the hell is behind all this – and why so many of the public statements and press releases are so lacking in clarity (or truth at times). Any other club’s offices would be literally under siege by now.

      • ecojon

        @Kenny McCaffrey

        One of the things that fascinates me about this whole saga is the way that the Rangers support has fractured – there always were a handful that saw the dangers in the Murray strategy but they were effectively muzzled and let things drift because of the on-field success.

        So, in a sense, that failure to address the root cause of the problem came back to bite with the EBTs and possibility that they created side-contracts which the rules deem to be illegal.

        So back to the present – with deeply entrenched factions slugging it out over whether Green is a good guy or a nightmare – I think a lot of the support is left in the middle confused and unsure what is best. Personally I tend to think they will rally round in terms of STs but that is chicken-feed to keep the money-devouring machine ticking over until the AIM flotation.

        That is the BIG prize and that is the one that Green is concentrating on. Yes, maybe he will put the £30 million less his £3 million commission straight back into the club. But then I’ve always been an optimist.

        Many others see a less rosy future and a second collapse of Rangers where this time there might be no assets left in what could become known as: ‘The Ibrox Bubble’. http://www.thesouthseabubble.com/

        Subscribers here by thousands float,
        And jostle one another down,
        Each paddling in his leaky boat,
        And here they fish for gold, and drown.

        Now buried in the depths below,
        Now mounted up to heaven again,
        They reel and stagger to and fro,
        At their wit’s end, like drunken men

        Meantime, secure on Garraway cliffs,
        A savage race, by shipwrecks fed,
        Lie waiting for the foundered skiffs,
        And strip the bodies of the dead.

    • ecojon

      @iain

      Well if it was my blog I would say: ‘if you don’t like it then go somewhere more to your taste or take a constructive part in the discussion.’

      But it isn’t, so keep sniping and, as it helps keep me on my toes, I appreciate your contribution for what it’s worth.

    • Whilst there are errors and slips like this, then I won’t get fed up writing about them!

  7. Ernesider

    A solid if not spectacular start to the season.

  8. Duplesis

    Should this blog now be retitled “random thoughts on the law of diminshing returns?”

    Is it seriously being suggested that the name change from Sevco Scotland Ltd to The Rangers Football Club ltd may be invalid because Green’s written resolution referred to him as “sole director” rather than “director” ?

  9. ecojon

    @Duplesis

    I don’t think it was being seriously suggested but I suppose it all depends whether one has had a humour bypass or not 🙂

    I personally wonder if Green actually believes himself to be ‘sole’ director – what would that say about his state of mind? And why does ‘Signature man if he is indeed Imran Ahmad as I am convinced not declare himself as a company director of the newco.

    Often important moves are well hidden and one is left having to sift through nuances in a bid to figure out what people are up to – and sometimes they actually are acting legally. If the matter is so important to you you could lodge a complaint with the Registrar and see whether it is upheld or rejected and then we would have fact to deal with and not supposition.

  10. Duplesis

    @ecojon

    I don’t know how to do a smiley in response!

    Sifting and digging can be informative, I’ll grant you, but beware of apophenia.

    On reading the forms again, it occurs to me that Green is not necessarily the person designated “sole director” in the resolution anyway – his signature is to the agreement section, just as Imran Ahmad’s is.

    Assuming he is the person designated as sole director though, I’m not sure we can read very much into what Green believes from this – the form seems to have been prepared by MacRoberts, and the wording probably means little more than that a slightly wrong style was used.

    As to Imran Ahmad’s signature – he is wearing his member/shareholder’s hat rather than his director’s one when signing, and I would imagine that’s why he isn’t designated as director on the form – in the same way, I don’t think Green is actually designated as a director on the form he signed.

    I don’t think I’ll trouble the Registrar!

    • Duplesis,

      I think the title “fun with forms” might have indicated that it was not a 100% serious suggestion. The issue re “sole director” is probably, as has been suggested, a clerical error. The fact is that, at 31 July, and indeed since late June, if I recall, The Rangers Football Club Ltd has had four directors.

      Is this a huge error? No. Is it an obvious mistake? Yes. Bearing in mind the problems with records of the last owner, one could at least expect the new one to get things right?

      On the other hand, the papers were signed on 31st July and processed by Companies House the same day, so MacRoberts were doing all that they were supposed to do!

      • Marching on Together

        Paul

        I would strongly suggest that all the documentation relating to the name change of oldco was prepared and signed at the time the deal was done, with the dates to be filled in later. Likewise anything for which Craig Whyte’s signature was required, as there was no guarantee that any future documentation would ever be returned by him. Indeed if the shares had not actually been transferred (as opposed to Green/Sevco 5088) having an agreement with Whtre to buy/sell them) from Whyte, it would not surprise me if Whyte was made to sign a (very limited and specific) power of attorney for just this purpose.

        Getting VIPs like Whyte to sign piddly documentation to keep the lawyers happy, after the deal is done, is nigh on impossible, so you get it all done at the time.

        Likewise I would suggest that the change of name stuff for Sevco Scotland would have been actually prepared and signed prior to the appointment of additional directors.

        Lawyers being hyper-efficient can sometimes lead to inconsequential errors later on down the line.

  11. ecojon

    @Duplesis

    In an effort not be blinded by random patterns I will discard my Paisely-pattern blinfold and weigh what you have to say.

    However, I think you are displaying more of a tendency towards the condition with your reading of the document and attaching an unwarranted significance to content which is not the most important bit in terms of the ‘Who Owns Rangers’ discussion.

    What is important to me is that Green and Ahmad have signed the agreement to signify acceptance of the resolution and the legal basis they have for so doing is the shareholding each holds and not their directorships.

    This legal basis in a sense is reinforced because there are no signed agreements from Messrs Murray & Stockbridge lodged with Companies House. I have to confess that I was surprised that Stockbridge, who is company secretary as well as a director, didn’t feature in the paperwork wearing his secretary’s hat.

    It may well be that the wrong form has been used by the lawyers and that it should have read merely ‘director’ or ‘company secretary’. However I have to deal with the paperwork as submitted to Companies House and accepted and ratified by them.

    To jump to another and possibly irrational dot-joining conclusion might indeed be a sign that I have caught a dose of apophenia from your goodself 🙂

  12. Duplesis

    @ecojon

    I’d rather hoped I was indulging in whatever the opposite of apophenia is with my comments, since I was saying that I didn’t think one could read as much into the documents as Paul and yourself had done.

    For what it’s worth, I agree that the forms imply that between them Ahmad and Green hold at least 50% of the voting rights, but they really don’t tell us anything else.

    Specifically, I don’t agree that one can jump to the conclusion – as Paul and yourself have done in your respective blog posts – that Charles Green is being designated as “sole director” on the forms (and then can infer anything from that about what he believes, as you suggest above, or that this may create some invalidity, as Paul suggests). The forms in fact don’t even tell us whether Charles Green was the director proposing the resolution in the first place.

    The forms produced are simply evidencing agreement by Green and Ahmad as shareholders to the resolution, nothing else.

    Of course, it may turn out it was indeed Green who formally proposed the resolution, but proof of that can’t be found in these forms.

    • @Duplesis

      I think the point is being made that despite the continual stream of affirmations speedily flowing from dodger green and co about transparency and timeous disclosure he/they continue to shade/blag/mislead/IMHO lie/cloak/obscure and fail to follow follow through on almost any if not all statements.

      simply put………………..

    • ecojon

      @Duplesis

      You certainly do have some kind of problem is seeing the BIG joined-up dots. So, I will try once more and state again that my main interest is in unravelling who ‘owns’ Rangers.

      The newco had 2 x £1 shares with Charlie Bhoy shown as the sole subscriber at incorporation. I am unclear whether he held both shares or whether 1 wasn’t issued but by name change on 31/07 Charlie had 1 share and the other 1 was held by Imran.

      You state: ‘For what it’s worth, I agree that the forms imply that between them Ahmad and Green hold at least 50% of the voting rights, but they really don’t tell us anything else’.

      I disagree, they each hold 50% of the voting rights with 1 share each which amounts to 100%. So they control the assets of the newco and that is the key factor.

      I don’t think it affects Paul’s or my arguments as to which of the 4 directors signed as ‘sole’ director. If that is enough to invalidate the resolution then the identity of the person signing as sole director is immaterial. I think that the error may have happened because when the company was incorporated Green was the sole director and the other three joined later.

      I probably do see the joined-up dots more readily than most which isn’t due to any mental illness but to a working lifetime weighing and sifting possibilities and probabilities. Might I suggest that if you had a fraction of my experience and training then you too might be able to join up some dots but they would need to be big, possibly flashing blue-neon, and not very many at any given moment. The trick is to keep an open mind as a closed-one never ever sees the dots let alone connect them.

      • Duplesis

        @ecojon

        Thanks for that.

        I don’t know exactly what your years of experience and training are in, but in my profession, and in my experience, when one resorts to ad hominems, it is likely one has lost the argument.

        You were wrong when you asserted Green was designated sole director and proposer of the resolution in the forms. You jumped to that conclusion based on the fact Green had signed the form, but you didn’t check the detail of the form. You now appear to recognise this error.

        You were also wrong when you suggested there hadn’t been an EGM of the oldco.

        You’re also wrong about whether the forms show a 50 or 100% membership, as you are jumping to the conclusion that there have been no shares issued since the original two – not necessarily the case. You also appear to have misread what I said – I said “at least” 50%.

        Apophenia isn’t a mental illness, by the way, it’s simply a description of a way the human mind sometimes works – an evolved reasoning short-cut, which sometimes brings the wrong result.

      • Just to put in a gentle oar – could it possibly be that ‘sole director’ just referred to the number of people involved in registering the change of name and therefore just a clerical note (ie, no one else was there in person)?

        • Kenny,

          A written resolution can be proposed by the members or by the directors. Saying that it was proposed by the “sole director” indicates there is only one director of the company.

          It was probably prepared before anyone else joined the board, and not updated.

          However bearing in mind Mr Whyte’s consistency with forms, I thought it worthy of note.

          The point about who owns the shares is a more serious one.

      • ecojon

        @Duplesis

        I am prepared to stand corrected on Apophenia not being a mental illness although it is often a manifestation of a host of actual mental illnesses.

        What I find most revealing about your position is how you appear to be concentrating on proving me wrong in what I regard as a subsidiary matter – and I don’t concede any error btw – and also declaring i have lost the ‘argument’. I don’t waste precious time and energy arguing with closed minds but I do wonder why you seem to be avoiding the main issue here, which I have consistently pointed to, in a large number of posts. It is: Who really owns Rangers? It’s a simple question and one that Green and Coisty duck at every turn in spite of their own increasingly pathetic-sounding cries for transparency and naming of names.

        However, back to the ‘argument’ as you term it. FYI my dot to dot reasoning processes are more based on the Book of Ecclesiastes rather than Apophenia.

        My reasoning that Green is the ‘sole’ director is not solely based on him being a signer of the resolution which identifies him as a shareholder. It is based on the fact that an earlier date he was the ‘sole’ director before the other three directors joined. It is also based on the fact that in certain aspects and manner of the ‘operation’ at Ibrox, Green would be much more likely than anyone else to have signed as ‘sole’ director. We also have Green’s signature on the NMOH1 form which legally must be transmitted to Companies House along with the name change resolution. Interestingly that isn’t signed as a ‘director’ but as a ‘person authorised’ which with my rudimentary knowledge of the Companies Act seems to point towards a Company Secretary but I could be wrong in that interpretation. However, if not then I wonder why Brian Stockbridge didn’t sign it as he is Company Secretary.

        In any case we know there isn’t a ‘sole’ director – there are four directors so why did 2 of them Green and Imran – who I don’t think anyone would dispute as being the prime movers – sign a resolution clearly identified as coming from the ‘sole’ director. Are Green and Imran each unaware that the other is also a director and are both unaware that there are another two directors. If so then Ibrox is in a helluva lot worse state than I have previously envisaged.

        On the question of the EGM I reject your accusation that I was wrong and suggest you re-read what I wrote and also what Paul wrote. Our two posts are separate but interconnected and although mine happened to go up first it carried a trailer for paul’s to follow. So if you want to nit-pick on semantics please carry-on while some of us try to get to the bottom not of what is currently happening at Rangers but what is to come. This obviously appears to be of no interest to you which makes me seriously doubt your motivation.

        You are also wrong on the shareholding issue. I did not jump to any conclusion about there being no further shares issued since the 2 issued at incorporation. According to Companies House records no others had been issued by the time of the name change on 31 July and I would have thought that it incumbent on any increased shareholding or change in existing shareholding to be notified to Companies House as a precursor to any name change resolution.

        I therefore consider you are wrong in your claim that Green and Imran hold “at least” 50% of the shareholding. For a name change resolution I think you will find that 75% is the required percentage of the vote required to approve. So, irrespective of the number of shares issued although I do strongly beoeibe that it is still only 2 for the reasons I have outlined, it is clear that Green and Imran control the shareholding vote between them.

        @Duplesis – If you can raise your game I will continue to ‘play’ with you but let’s restrict the issue to who owns and controls Rangers and what power do the mystery investors hold? Do you not wish to know that or indeed are you Mr Green or Mr Imran or perhaps a proxy 🙂

        If you are you’ll shortly be getting sacked because you ain’t good enough but then the best PR might be outwith Scotland – What do you think?

      • Cregganduff

        @Duplesis

        Concise lucid restrained
        I am very impressed

      • Duplesis

        @ecojon @12:26

        And what I find revealing about your position is that you seek to define the ambit of the argument so as to try to exclude the stuff you think you may have got wrong!

        On the shareholding

        In fairness, you are probably correct about this requiring a special resolution. I took it that Paul had checked before stating in his blog that a change of name required only an ordinary resolution, but I should have checked myself. The Company articles can provide differently, but the default position is a special resolution, as you say.

        Your argument goes on to assume though that allotments of shares have to be lodged immediately with companies house – and that’s incorrect.

        A registration of allotment can be carried out up to 2 months after the fact, and a return of allotment can be carried out up to 1 month after the fact (and of course even once lodged it may take a week or two before they appear on the companies house website.)

        Charles Green as sole director

        Let’s look again at what you said in your guest blog post:

        “On 31/07 Charlie Bhoy proposed as ‘sole director’ that Sevco Scotland change its name to The Rangers Football Club Limited. I should make it clear I am not a lawyer or an accountant so I take the meaning of ‘sole director’ at face value.”

        You’d simply misread the forms. You took the forms evidencing agreement to the proposal as being the proposal itself, and extrapolated from that mistake that Charles Green was being stated to be sole director, which was simply wrong.

        If it’s not that big a deal to you, why not just admit it?

        But no, in your post above you’ve indulged in some after the fact self justification suggesting other reasons why you jumped to the conclusion Green was the one being designated sole director. Come on – are you even fooling yourself with that one?

        The oldco’s EGM

        Again, from your guest blog post:

        “‘Shareholders have voted in favour of Rangers owners Sevco Scotland Limited changing its name to The Rangers Football Club Limited.

        ‘An extraordinary general meeting of ‘oldco’ shareholders took place at Ibrox today, where procedures were approved to enable the name change.’

        Very interesting but seriously wrong.

        The so-called EGM was at most a meeting of ‘Sevco Scotland Ltd’ which voted to change its name to ‘The Rangers Football Club Limited’. The ‘oldco’ was Rangers Football Club PLC (IA) and is now RFC 2012 PLC (IA).”

        And you’re wrong. There was an EGM of the oldco. Paul in his blog post politely contradicts you about this, in case you hadn’t noticed:

        “Before Sevco Scotland Ltd could change its name to Rangers Football Club Ltd, it was necessary for the existing Rangers Football Club PLC (In Administration) to change its name from that. Therefore Duff and Phelps convened a shareholders’ meeting at Ibrox (which would have been conducted by post, one imagines, where the shareholders were asked to approve the change of name from Rangers Football Club PLC to RFC 2012 PLC.”

        Again, if it’s not a big deal to you, why not just admit you got this wrong rather than trying to pretend?

        As to who owns Rangers, if this is truly what your post was supposed to be about, then I don’t think you’ve added very much to the sum of knowledge on that point. It’s not a secret that Green was 100% shareholder, which arguably in itself contradicts his original statement that he’d not own any shares, so are you not just going over old ground?

        In any event, as I’ve said above drawing a conclusion on the shareholding based on what’s currently disclosed on companies house begins from the false premise that companies house has to be immediately updated on the shareholding.

        Quite happy to “play,” although you may wish to stick to playing with yourself!

        @ecojon

        And what I find revealing about your position is that you seek to define the ambit of the argument so as to try to exclude the stuff you think you may have got wrong!
        On the shareholding
        In fairness, you are probably correct about this requiring a special resolution. I took it that Paul had checked before stating in his blog that a change of name required only an ordinary resolution, but I should have checked myself. The Company articles can provide differently, but the default position is a special resolution, as you say.
        Your argument goes on to assume though that allotments of shares have to be lodged immediately with companies house – and that’s incorrect.
        A registration of allotment can be carried out up to 2 months after the fact, and a return of allotment can be carried out up to 1 month after the fact (and of course even once lodged it may take a week or two before they appear on the companies house website.)
        Charles Green as sole director
        Let’s look again at what you said in your guest blog post:
        “On 31/07 Charlie Bhoy proposed as ‘sole director’ that Sevco Scotland change its name to The Rangers Football Club Limited. I should make it clear I am not a lawyer or an accountant so I take the meaning of ‘sole director’ at face value.”
        You’d simply misread the forms. You took the forms evidencing agreement to the proposal as being the proposal itself, and extrapolated from that mistake that Charles Green was being stated to be sole director, which was simply wrong.
        If it’s not that big a deal to you, why not just admit it?
        But no, in your post above you’ve indulged in some after the fact self justification suggesting other reasons why you jumped to the conclusion Green was the one being designated sole director. Come on – are you even fooling yourself with that one?
        The oldco’s EGM
        Again, from your guest blog post:
        “‘Shareholders have voted in favour of Rangers owners Sevco Scotland Limited changing its name to The Rangers Football Club Limited.
        ‘An extraordinary general meeting of ‘oldco’ shareholders took place at Ibrox today, where procedures were approved to enable the name change.’
        Very interesting but seriously wrong.
        The so-called EGM was at most a meeting of ‘Sevco Scotland Ltd’ which voted to change its name to ‘The Rangers Football Club Limited’. The ‘oldco’ was Rangers Football Club PLC (IA) and is now RFC 2012 PLC (IA).”
        And you’re wrong. There was an EGM of the oldco. Paul in his blog post politely contradicts you about this, in case you hadn’t noticed:
        “Before Sevco Scotland Ltd could change its name to Rangers Football Club Ltd, it was necessary for the existing Rangers Football Club PLC (In Administration) to change its name from that. Therefore Duff and Phelps convened a shareholders’ meeting at Ibrox (which would have been conducted by post, one imagines, where the shareholders were asked to approve the change of name from Rangers Football Club PLC to RFC 2012 PLC.”
        Again, if it’s not a big deal to you, why not just admit you got this wrong rather than trying to pretend?
        As to who owns Rangers, if this is truly what your post was supposed to be about, then I don’t think you’ve added very much to the sum of knowledge on that point. It’s not a secret that Green was 100% shareholder, which arguably in itself contradicts his original statement that he’d not own any shares, so are you not just going over old ground?
        In any event, as I’ve said above drawing a conclusion on the shareholding based on what’s currently disclosed on companies house begins from the false premise that companies house has to be immediately updated on the shareholding.
        Quite happy to “play,” although you may wish to stick to playing with yourself!

        @ecojon

        And what I find revealing about your position is that you seek to define the ambit of the argument so as to try to exclude the stuff you think you may have got wrong!
        On the shareholding
        In fairness, you are probably correct about this requiring a special resolution. I took it that Paul had checked before stating in his blog that a change of name required only an ordinary resolution, but I should have checked myself. The Company articles can provide differently, but the default position is a special resolution, as you say.
        Your argument goes on to assume though that allotments of shares have to be lodged immediately with companies house – and that’s incorrect.
        A registration of allotment can be carried out up to 2 months after the fact, and a return of allotment can be carried out up to 1 month after the fact (and of course even once lodged it may take a week or two before they appear on the companies house website.)
        Charles Green as sole director
        Let’s look again at what you said in your guest blog post:
        “On 31/07 Charlie Bhoy proposed as ‘sole director’ that Sevco Scotland change its name to The Rangers Football Club Limited. I should make it clear I am not a lawyer or an accountant so I take the meaning of ‘sole director’ at face value.”
        You’d simply misread the forms. You took the forms evidencing agreement to the proposal as being the proposal itself, and extrapolated from that mistake that Charles Green was being stated to be sole director, which was simply wrong.
        If it’s not that big a deal to you, why not just admit it?
        But no, in your post above you’ve indulged in some after the fact self justification suggesting other reasons why you jumped to the conclusion Green was the one being designated sole director. Come on – are you even fooling yourself with that one?
        The oldco’s EGM
        Again, from your guest blog post:
        “‘Shareholders have voted in favour of Rangers owners Sevco Scotland Limited changing its name to The Rangers Football Club Limited.
        ‘An extraordinary general meeting of ‘oldco’ shareholders took place at Ibrox today, where procedures were approved to enable the name change.’
        Very interesting but seriously wrong.
        The so-called EGM was at most a meeting of ‘Sevco Scotland Ltd’ which voted to change its name to ‘The Rangers Football Club Limited’. The ‘oldco’ was Rangers Football Club PLC (IA) and is now RFC 2012 PLC (IA).”
        And you’re wrong. There was an EGM of the oldco. Paul in his blog post politely contradicts you about this, in case you hadn’t noticed:
        “Before Sevco Scotland Ltd could change its name to Rangers Football Club Ltd, it was necessary for the existing Rangers Football Club PLC (In Administration) to change its name from that. Therefore Duff and Phelps convened a shareholders’ meeting at Ibrox (which would have been conducted by post, one imagines, where the shareholders were asked to approve the change of name from Rangers Football Club PLC to RFC 2012 PLC.”
        Again, if it’s not a big deal to you, why not just admit you got this wrong rather than trying to pretend?
        As to who owns Rangers, if this is truly what your post was supposed to be about, then I don’t think you’ve added very much to the sum of knowledge on that point. It’s not a secret that Green was 100% shareholder, which arguably in itself contradicts his original statement that he’d not own any shares, so are you not just going over old ground?
        In any event, as I’ve said above drawing a conclusion on the shareholding based on what’s currently disclosed on companies house begins from the false premise that companies house has to be immediately updated on the shareholding.
        Quite happy to “play,” although you may wish to stick to playing with yourself

    • Duplesis

      so good I wrote it twice!

  13. Thomas

    Excellent ‘stuff’ Paul, I thought BDO would object to the almost identicle name, surely brand Rangers has value?

    • Greg72

      I suspect it may be the case that D&P included the right to the name in the sale to Sevco.

      • Thomas

        Probably, if that was the case would they not be Rangers Football Club without the ‘The’?
        Can I start a corner shop called ‘The Woolworth’?

    • ecojon

      @Thomas

      Yes the brand does have value and it was purchased along with all the other aspects of the brand such as crest and one might argue history. The question might become whether a good enough price was iobtained for the brand and other things but that awaits the arrival of BDO.

  14. David

    Paul, can you answer this for me please? If green was a shareholder of the defunct club I thought under insolvency rules that his new company couldn’t use a name too similar to the company being liquidated. The name change would be ok if he was never involved with the old club but as you stated he has said he purchased the shares.

    • ecojon

      Not Paul I’m afraid – but I don’t think Green was a shareholder in the ‘oldco’ Rangers Football Club Ltd. He was a shareholder in Sevco Scotland which has changed its name to The Rangers Football Club Ltd after Rangers Football Club Ltd (IA) changed its name and thus effectively ceased to legally exist.

      The fact that Sevco Scotland purchased the assets of the ‘oldco’ Rangers did not give it a shareholding in the ‘oldco’ IMHO.

  15. I will add my tuppence worth but confine it to the records at Companies House which appear to be relevant to the newco (the addition of 3 Directors and the appointment of one of these as Secretary, all on 29/06/12 – Forms AP01/AP03 – does not make them Shareholders).

    The NM01 Form (Notice of change of name by resolution) from SEVCO SCOTLAND LIMITED to THE RANGERS FOOTBALL CLUB LIMITED is signed by a scribble of 3 initials (which may be CAG) and the signatory has underscored ‘Person authorised’ on the ‘This form may be signed by:’ menu below. Nowhere are names printed, which I consider particularly shabby for a document held by a Government Dept. which is in the public domain.

    Returning to the ‘Mem & Arts’ of the newco – the Application to register a company Form IN01(ef) by CHARLES ALEXANDER GREEN shows the Share Capital to be £2 held entirely by him. At the time of writing, no further change to this has been published by Companies House.

    This info cost me £2. Dammit, just occurred to me I could have got T’Ibrox & T’Murray Park for that! Never mind I’ll claim back my legal expenses (read as internet bampot expenses) from Paul’s coffee someday.

    Sticking to the theme of Fun With Forms, Mr Green’s IN01(ef) shows his
    ”Country/State Usually Resident’ as OKEHAMPTON. Now, unless my geography has got a bit rusty in the 40+ years since scraping the higher, Okehampton must have declared UDI. Yet Companies House accepted this!

    Okehampton is situated in Devon near Dartmoor (oh,dear). Wikipedia notes that Okehampton was the Caput of a very large Feudal Barony which was held at the time of the Domesday Book (oh, dear)!

  16. ecojon

    @hughmcvey

    I can confirm that the squiggle is that of Charlie Bhoy as I have seen his scribble with name typed on another directorship form for another one of the dozens of companies he has been a director of.

    In fact if you look back the posts on here you will see one I did using his signature with the heading something like: Would you take a £5.5 million cheque with this signature or would you demand cash?

    Yea, I was interested in the fact that he signed as ‘person authorised’ which seems to relate to ‘Company Secretaries’ – as he isn’t the company secretary but is a director I would have thought that he would have underscored ‘director’ as the capacity he was signing under.

    In view of various, admittedly small, inconsistencies in the name change forms I will be contacting Companies House hopefully to clear up some issues. The last time I did this the director involved eventually ended-up barred from holding a directorship for 7 years I think it was. I would of course like to make it clear that I am not suggesting that Mr Green has personally done anything or would contemplate doing anything that could consitute, under any circumstances, any act that could lead to any similar action.

    You are correct that being a director does not necessarily make a person a shareholder. However, if you look at the other signature on the name change ‘vote’ and compare it with other known examples you will see that it is 99.9% certain it is the signature of Imran Ahmad.

    This where it gets interesting as there are 2 x £1 shares in the Rangers ‘newco’ at incorporation on 29/05. Charlie Bhoy does appear to have had the 2 x shares but it is unclear whether one of them is full paid-up or not at least to my untrained eye.

    But what is clear that Green voted for the namechange as a company ‘member’ – meaning he held a share – as did the man with the signature seeminly of Imran Ahmad. But there is no paperwork to show whether additional shares have been issued since the original 2 or whether the original 1 which I suspect was not fully paid-up at incorporation is now, in fact, held by Imran Ahmad.

    OK probably as clear as mud but it does show why transparency is so important in these situations and knowing the identity of who owns the company you work for – over to you Coisty or aren’t you interested in that or if you know don’t you think you should share the info with your adoring fan base?

  17. Hugh McVey

    @ecojon. Thank you for your comments and confirmation of CAG’s scribble (sorry, signature).

    Re. the Share Capital at Incorporation – It was listed that for the 2 x £1 shares (both alloted to CAG) the Amount Paid PER SHARE was £1 and the Amount Unpaid PER SHARE was £0. Therefore both shares were fully paid by CAG.

    • philip spicer

      who now owns Ibrox and Murray Park.. Sevco 5088 Ltd or the “The Rangers Football Club ltd. its Was Sevco 5088 which bought them from D & P not Sevco Scotland Ltd.. or are they the same Company..

      • Greg72

        My understanding is that it was Sevco Scotland Limited that bought the assets (I gather all or most of them) of the company whose name at the time of the purchase was ‘The Rangers Football Club P.L.C.’ from its Administrators – D & P. On 31 July, Sevco Scotland Limited changed its name to ‘The Rangers Football Club Limited’, On the same day, ‘The Rangers Football Club P.L.C.’ changed its name to ‘RFC 2012 P.L.C.’.

        I hope this helps!

        As regards Sevco 5088 Limited (a company incorporated in England) I think this is just a ‘red herring’.

        You’ll have noticed the use of ‘P.L.C.’ as regards the oldco, and ‘Limited’ as reagrds the newco. This is because one company is a Public Limited Company, whilst the other is a ‘Private Limited Company’. These are technical differences and, as I understand it, a PLC is able to convert to a Private one, and vice versa.

  18. @Greg72. Should a share flotation succeed, there will need to be a Name Change to THE RANGERS FOOTBALL CLUB PLC or some name with PLC at the end.

    Round and Round, the wheel keeps spinning……

    • Greg72

      I think that that is exactly the name that would be adopted! However, as I understand it, it would be a case of changing the ‘Limited’ to ‘P.L.C’, then the Memorandum and Articles of Association to make the company a Public Limited Company (not, I think, a major matter) and then (if considered apropriate) going for a flotation in whatever Stock Market!

      Paul – help! Am I correct here?

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