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.
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.
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 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