I had scheduled a post for today revealing that Charles Green, according to Companies House records, owns 100% of the “The Rangers Football Club Ltd” shareholding – the company which owns Rangers the club and all its assets including the players, Ibrox and Murray Park.
Strange as it may seem the millionaire ‘investors’ who have each apparently paid approx £1 million for 10% of the Rangers club are not listed at Companies House as having any shares in the company which owns the club.
Does Mr Green really believe that Mike Ashley will invest without a shareholding which gives him voting rights at Rangers? It seems from Mr Green’s comments that he isn’t too keen to have Ashley investing in the club and would rather he just flogged kit and handed all the profit to Green’s Rangers. However Zeus Capital might well recognise Mike is a shark compared to Green’s minnow status and prefer a deal with Ashley and his connection with Newcastle and Sports Direct. And, if Zeus hold the purse strings, as many suspect then ultimately they control the outcome irrespective of Green’s shareholding which I discuss in detail later.
I don’t have a million and if I did I wouldn’t be investing it anywhere unless I had some control over how it was being spent but maybe a million to them is like £20 quid to the rest of us.
I read yesterday’s post and thought it would be helpful to relate issues I encountered with Companies House over the name change paperwork for Rangers which required submission of form NM01 to Companies House. I make no allegation of any illegal or ‘questionable’ dealings by Mr Green or any of his associates and I only use the paperwork in question to highlight my perception of weaknesses in Companies
Legally, Charles Green is the ‘sole person’ who formed ‘The Rangers Football Club Ltd’ and became the company’s sole ‘Subscriber’ by signing the company Memorandum of Association agreeing to the formation of the company and agreeing to become a ‘Member’ of that company by taking at least one share. In the event he took two Subscriber shares at Incorporation.
Any shareholder is a company ‘Member’ as is any ‘Subscriber’ but anyone obtaining shares after Incorporation cannot become a ‘Subscriber’.
An NM01 form is used to change a company name and the relevant form here shows a ‘headless chicken’ scratched signature with ‘Person authorised’ underlined. I recognise the signature as that of Charles Green and I wondered why he hadn’t signed as director but had underlined ‘Person authorised’ which usually signifies a Company Secretary which for ‘Newco Rangers’ is Brian Stockbridge.
Companies House stated: “The NM01 which appears to have been signed by Mr Green, who as company director does have the authority. I would not want to speculate as to why in this instance the ‘Person authorised’ has been highlighted instead of ‘director’.
“As our document examination rules do not require the signatory to indicate their role, we therefore consider the form was completed correctly, signed and properly delivered for registration.”
So we have an official company name change form with an illegible signature and no requirement to reveal the signatory’s name or the role played by them in the company. Well the law can certainly be an Ass at times.
Another aspect that bothers me more is the name change resolution itself:
The resolution clearly states it was proposed by the ‘sole director’ of Sevco Scotland Ltd.
But Sevco Scotland Ltd has had four directors since 14/06/12 and Companies House stated: “There were 4 directors of the company at the time the resolution was signed, although our guidelines when registering a properly delivered resolution do not require a validation of the signatories or confirmation of the number of officers within the company.
“I accept that the term “sole director” does suggest that there was only one director of the company, although the resolution was signed by two individuals.”
So, a form with a glaring error is acceptable and signatories aren’t validated. It’s also worrying that Companies House doesn’t need to know the number of officers or current shareholders because a valid name change resolution requires a 75% vote. So if you don’t know how many can vote how do you know the 75% rule is satisfied. And, of course, we don’t know in which capacity the ‘two individuals’ signed as I believe that only a shareholder (Member) could vote.
We know Charlie Green signed the resolution as his name is under the scratchings but so did someone else. There is no name beneath the signature although I am confident it is that of another Sevco director Mr Imran Ahmad.
Interestingly, both men each signed a resolution referring to Sevco’s ‘sole director’ when both knew there are four directors yet they each failed to correct the error which doesn’t appear to breach Companies House guidelines. Again we have an illegible signature and Companies House doesn’t know whose signature it is and worryingly doesn’t need to know.
Mr Ahmad sits on the Rangers Board and is also Managing Director of Manchester-based Zeus Capital which he joined in April 2012.
Interestingly the Zeus website states:
Acquisition of Rangers FC
“Zeus Capital, the Manchester and London based corporate advisory firm have worked in conjunction with Charles Green to complete the £5.5 million acquisition of the business and assets of Rangers Football Club out of liquidation.
“The transfer of the business and assets to a new company structure has taken effect immediately and the new company is The Rangers Football Club.
“As part of the deal Imran Ahmad and Brian Stockbridge from Zeus Capital have joined the Board of The Rangers Football Club. Zeus Capital and its associates are also investors in the newco.”
A few things interest me about the statement. For starters Rangers Football Club has never been in liquidation but only in administration. The second par states certain things which couldn’t have happened in June as the ‘The Rangers Football Club Ltd’ didn’t exist until 31/07/12.
The third par clearly states Zeus Capital and its associates are investors in the newco – obviously Zeus is quite clear it’s a new company even if some of the supporters have difficulty grasping the concept.
Many Rangers fans believe that Blue Pitch Holdings which held 23% of newco Rangers investment is actually a ‘front’ for Zeus Capital but Zeus has never confirmed that or that it is a shareholder just that it and associates are investors.
But that takes us back to Mr Ahmad of Zeus who signed the Rangers name change resolution. But Companies House stated: “Your comment as to whether the ‘Agreement’ printed below the resolution was signed by the individuals as directors or shareholders would be speculation on my part and therefore I am unable to comment.”
If I am correct that only ‘members’ can sign a name change resolution it doesn’t seem to make any difference to Companies House Regs that Mr Ahmad might not be a member but solely a director. Indeed, Companies House doesn’t even know the name or identity of the person signing so I’m not surprised that they don’t validate signatories – How could they if they don’t know who they are?
Am I paranoid or do others see the possibility for an unscrupulous person/s to take advantage of lax regulation. I am not for one moment stating that this has happened here although I think my examples raise question marks over what appears to be virtually nil actual scrutiny of company paperwork and a descent into box-ticking.
As usual with Mr Green we are left with questions. Have further shares been issued beyond the two at Incorporation? If not Mr Green owns 100% of the shareholding and obviously 100% of the votes.
Have any more shares been issued since incorporation? If so – how many and to whom?
Did Mr Ahmad vote for the name change as a company ‘member’ and if so where did his shareholding come from?
Did Mr Ahmad receive one of Mr Green’s two shares and does that mean the shareholding of The Rangers Football Club Ltd is split equally between Messrs Green & Ahmad as well as the voting rights?
Mr Green promised the Rangers support clarity but it so far hasn’t been forthcoming on vital issues for many fans who have seen the damage that CW inflicted on the club and fear that it couldn’t survive a fresh blow of that magnitude.
Well unless Mr Green backs-up his earlier promises of transparency then we will all have to wait until the first annual return due on 26/06/2013 when any change in shareholding will need to be disclosed.
Posted by Ecojon