For Sevco’s £5.5m It Bought all Rangers’ Players, Fixed Assets, Goodwill AND £2.67m prize money

Those kind chaps at Duff & Phelps are scrupulous about fulfilling their duties, even where they have sold off all of the assets and business of Rangers Football Club PLC (In administration). Yesterday, with a non-existent fanfare, their latest Report was published, dealing with the six months (yes, it has only been six months) since they were appointed.

You can view the full Report here. Rangers – Progress Report – 24 August 2012

My plan is to do a couple of posts about it, but there is one issue which I have been going on and on and on and on about in my blog since February, I think!

The interests of the creditors.

It looks to me, as an outside observer, that there is no relation between the value of what Mr Green’s company acquired, and the price it paid. This is even more marked when the issue of money due to Rangers (in administration) is factored in, as these sums too were sold to Sevco.

As well as having a look again at “gratuitous alienations” I pose a quiz question regarding the value of the Rangers “history” which forms part of the goodwill, and the price paid by Mr Green for them.

As a quick refresher, Schedule B1 to the Insolvency Act 1986 reads in part:-

Purpose of administration

3(1) The administrator of a company must perform his functions with the objective of—

(a) rescuing the company as a going concern, or

(b) achieving a better result for the company’s creditors as a whole than would be likely if the company were wound up (without first being in administration), or

(c) realising property in order to make a distribution to one or more secured or preferential creditors.

(2)Subject to sub-paragraph (4), THE ADMINISTRATOR OF A COMPANY MUST PERFORM HIS FUNCTIONS IN THE INTERESTS OF THE COMPANY’S CREDITORS AS A WHOLE.

(3)The administrator must perform his functions with the objective specified in sub-paragraph (1)(a) unless he thinks either—

(a)that it is not reasonably practicable to achieve that objective, or

(b)that the objective specified in sub-paragraph (1)(b) would achieve a better result for the company’s creditors as a whole.

(4)The administrator may perform his functions with the objective specified in sub-paragraph (1)(c) only if—

(a)he thinks that it is not reasonably practicable to achieve either of the objectives specified in sub-paragraph (1)(a) and (b), and

(b)he does not unnecessarily harm the interests of the creditors of the company as a whole.

4The administrator of a company must perform his functions as quickly and efficiently as is reasonably practicable.

I have added emphases.

Now, we all know that D&P proceeded through a long and tortuous process, leading to the sale of the assets and business of Rangers to Sevco Scotland Ltd (and not Sevco 5088 Ltd, as stated in the CVA proposal to creditors).

I have looked in detail twice at what Mr Green’s consortium bought for its payment of £5.5 million.

You can find my piece on 15th June here. And my 11th July piece on D&P’s report then here.

As I wrote in June:-

The value placed (in the CVA Proposal) on Ibrox and Murray Park was £4,590,214. This however was not the value which has been assessed by the valuers… Instead “the estimated realisable value of the freehold properties is based on the Joint Administrators’ agent’s valuation less holding and disposal costs based on a period of two years. It is possible these costs could exceed the gross realisable value rendering the properties onerous and without value.”

… that seems to suggest that the valuation of £4,590,214 is not the value today, but instead is the value after paying for two years to maintain them without any income and then to sell them. I assume that the fees of selling agents for marketing such properties would be fairly high.

Therefore Mr Green has bought an asset worth £4,590,214 plus the costs of maintaining for two years and selling. Let us be generous and say that the valuation today would be only £4,750,000.

The CVA Proposal stated, “The sale consideration under the New Company scenario has not been apportioned”.

I can help. He has paid a total of £5.5 million. Therefore he has acquired everything else for £750,000:-

The Player Contracts – the contracts of employment of those employees of the Company who are professional football players registered with the SFA;

The SFA Membership;

The Company‘s share in the SPL;

The Goodwill and intellectual property rights – the goodwill relating to the business of a professional football club carried on by the Company and the exclusive right to use the name “The Rangers Football Club”;

Stock, plant and equipment and cash at bank;

Amounts owed to the Company (other than the Player Transfer Fees).

He may also have acquired the Player Transfer Fees and the right to pursue the High Court Proceedings.

No matter what deals were agreed with the players regarding reduced fees for them to be sold, and regardless of anyone’s opinion of the value of Rangers’ players, as long as the players agree to join newco, then Mr Green could, by the end of the transfer period, sell off all his high earners and make millions of pounds.

He has acquired the rights to use the name Rangers, and that is one with which, in the past anyway, companies have been glad to be associated, and on commercially advantageous terms to Rangers.

Mr Green has spoken about selling the naming rights to Ibrox for £10 million.

He anticipates selling lots of season tickets, and as Ticketus is nothing to do with the deal any more, he expects to receive many millions through the door for these too.

Finally, he is anxious to float the company by selling shares, especially to those whose shares in the Company in administration are now worthless (even though pre-administration they were worthless anyway).

————————————————-

By July, we had the report from D&P, which can be found here Rangers FC PLC Interim Report by Duff & Phelps 10 July.

In it the value of the land and buildings, which as you might recall were in excess of £100 million in Rangers FC PLC’s last accounts, and around £4.75 million in the CVA proposal, was now down to £1.5 million.

There was a lack of “clarity” about precisely what Mr Green had got for his £5.5 million.

Yesterday’s report gives some more “transparency”.

On page 10 of the PDF copy of the report we find:-

6.5 For clarification, any monies due from the SPL were included amongst the assets of the Company sold to the Purchaser and were reflected in the sale consideration paid. It was therefore for the Purchaser to negotiate with the SPL regarding payment of these monies, which was concluded in the above noted agreements.

And on page 11 we see:-

8.9 A further arrestment was made by Donald McIntyre, which included the sum of £120,238, held by the SPL.

8.10 As noted at paragraph 6.4, the Company’s interest in these monies and any other monies owed to the Company by the SPL was sold to Newco under the terms of the SPA.

As STV reported on 15th August:-

The businessman (Mr Green) also agreed to waive any claim to £2.55m in prize money earned by Rangers for finishing second in the SPL in 2011/12.

So, for his £5.5 million, Mr Green got not just all of the fixed assets, players, SPL membership, SFA membership etc, but also the right to £2.55 million from the SPL in prize money and £120k arrested in the hands of the SPL.

So, included in what Mr Green bought for £5.5 million was a right imminently to receive £2,670,000 from the SPL.

PUT ANOTHER WAY, FOR A NET PAYMENT OF £2,830,000 SEVCO BOUGHT FIXED ASSETS WORTH OVER £100 MILLION, OR £4.5 MILLION, OR EVEN £1.5 MILLION. HE BOUGHT WHAT HE THOUGHT WERE THE RIGHTS TO ALL OF THE PLAYERS. HE BOUGHT THE GOODWILL AND INTELLECTUAL PROPERTY RIGHTS. HE BOUGHT ALL OF THAT, THE HEART, SOUL, BONES AND SINEWS OF AN SPL FOOTBALL CLUB, FOR LESS THAN £3 MILLION!

And Mr Green might even have pulled off a better deal!

The report says on pages 11 and 12:-

8.12 As at the Appointment Date, the Company was owed £3.8m from other football clubs in respect of deferred transfer fees which will fall due over a period of time up to 31 May 2014. No further monies have been received since my previous report to creditors and total collections remain at £1,021,712.

8.13 Two deferred transfer fees of £300,000 and £503,947 respectively are now overdue. The Joint Administrators are continuing to pursue the debtor football clubs in respect of payment of these amounts.

8.14 Other debtors of approximately £538,846 at the Appointment Date largely consist of amounts due in respect of Hospitality and Sponsorship. A further £1,178 has been collected with respect to other debtors bringing total collections to £484,495.

 

8.15 The Joint Administrators, with the assistance of Newco, will continue to pursue the residual amounts.

It is not crystal clear to me if Mr Green also acquired the rights to these football debts. The fact that the Administrators are trying to recover them suggests he did not. The fact that Sevco is assisting the pursuit of these funds suggests that, in fact, it has an interest in them.

So if there remains £2.8 million due to Rangers, in some form or other as transfer fees, and this sum is due to newco, then Mr Green has managed to acquire what was at the time an SPL club, and a debt free SPL club, for around £100,000.

Mr Green should get a role on the Dragons’ Den on the BBC, if he is capable of pulling off such a remarkable deal.

On page 9 of the report we see the following:-

4.6 As part of a wider agreement with the Joint Administrators which was finalised prior to the CVA meetings, Newco was obliged to purchase the business, history and certain assets of the Company should the CVA fail. Accordingly a going concern sale to Newco completed shortly after the meetings, which has resulted in the Joint Administrators achieving the second objective identified on the previous page, as a better result for creditors has been achieved than if the Company had been wound up without having first being in Administration.

The last line suggests that D&P believe that, as they say, this sale process has turned out better for creditors than a winding up. Couple with a trading deficit of almost £4 million during its operations, and costs running around £5 million, that frankly seems absolutely astonishing as a statement.

Lord Hodge, or the liquidators BDO, might well have something to say about that.

As a side note, you will see that para 4.6 refers to the “history” being sold. The history is clearly vital to Rangers and to its fans. Clearly it has a value in monetary terms as well as emotional.

Guess how much the administrators sold the Goodwill to Sevco for?

I will give you a few minutes to do the sums…

Got it?

If you said ONE POUND, you win the prize!

Gratuitous Alienations

s242 of the Insolvency Act 1986 matters here. Subsection four states

“On a challenge being brought under subsection (1), the court shall grant decree of reduction or for such restoration of property to the company’s assets or other redress as may be appropriate; but the court shall not grant such a decree if the person seeking to uphold the alienation establishes—

(a) that immediately, or at any other time, after the alienation the company’s assets were greater than its liabilities, or

(b) that the alienation was made for adequate consideration …”

The liquidator thus has the power to challenge a “gratuitous alienation”, meaning a transfer of assets for no price or for an inadequate price.

Where a liquidator brings such a challenge to a transaction, it is not for the liquidator to prove that the transaction was a gratuitous alienation, but instead for the defender to show that it was not. The Act lays down that the court “shall grant decree of reduction or for such restoration of property to the company’s assets or other redress as may be appropriate” unless certain statutory exceptions are engaged.

Based on the figures above, it would not be a surprise to see the liquidators raising a court action stating that the sale by D+P, acting as agents of RFC PLC, to Sevco was a gratuitous alienation.

Sevco would have to prove that “adequate” consideration was paid.

As Lord Cullen said in Lafferty Construction Ltd v McCombe 1994 S.L.T. 858

In considering whether alienation was made for “adequate consideration”, I do not take the view that it is necessary for the defender to establish that the consideration for the alienation was the best which could have been obtained in the circumstances. On the other hand the expression “adequate” implies the application of an objective standpoint. The consideration should be not less than would reasonably be expected in the circumstances, assuming that persons in the position of the parties were acting in good faith and at arms length from each other.

If I was one of the lawyers working for Mr Green, I would be digging out the books and trying to work out how on earth I could justify the above transaction as being, in any way “adequate” consideration. I suspect a migraine headache would be ensuing as I looked frantically for an answer!

 

Posted by a baffled and mystified Paul McConville

 

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78 Comments

Filed under Charles Green, Football, Insolvency Act 1986, Rangers

78 responses to “For Sevco’s £5.5m It Bought all Rangers’ Players, Fixed Assets, Goodwill AND £2.67m prize money

  1. Michael

    What a load of rubbish. the goodwill went for £2.

    Who is paying D&Ps fees now so that they can pursue the debtors? Clearly if the dosh is going to Sevco then hey are still not acting on behalf of the creditors.

  2. easyJambo

    Paul – The query you have re the transfers fees still to be received is referenced in the CVA Proposal dated 29th May. D&P “factored” this sum so that £2,000,280 would go into the creditors pot with the remainder going to the Newco. The cut off dates defined the applicable transfers as having taken place before 12th May, with sums due to be received up to 2nd September 2013. The total attributed to football debtors as at 14th Feb was recorded in the same document as £3,804,000 so it looks as if the newco’s share of the proceeds would be approx £1.8M

    • Thanks EJ.

      I think though that was the CVA plan. From memory they did not say what would happen to the transfer fees in an asset sale.

      If CVA worked the transfers would have paid running costs till CVA was approved.

      • easyJambo

        Paul – On p37 of the CVA proposal, D&P outlined the sums available to creditors in three different scenarios, CVA, Newco and Liquidation. In all three cases, the factored sums had £2M being added to the creditors pot in respect of Transfer fees.

  3. Gerry

    Paul, thanks for reducing down the enigma of the sevco deal into succinct bite sized chunks.
     
    A number of issues have bothered me, I’d be pleased to hear any comments you might have but understand that may not be possible.  I equally understand there may be no answers at this time too.

    Although an initial three week timescale was given for D&P’s report to Lord Hodge regarding potential conflict of interest it seems this has yet to be delivered, any idea when this be be forthcoming and why such a delay?

    Additionally is it legitimate  for sevco to syphon off monies owed to rangers from debts or prize money leaving creditors out of pocket and how on earth can money still be awarded to rangers given their operation was funded from tax & NI (VAT?) and players were raken from competitors payment being made?  

    Finally and the killer Q-is there any real prospect of BDO reversing the rangers-sevco deal if they uncover anything untoward? 

    There are so many questions regarding the veracity of dealings between Whyte/Green/D&P that the party maybe only just beginning.

    My worry though is that the complexities of the deal, the length of time that’s expired and political pressure regarding public order and other issues will allow shep to remain couried up in his basket! 

  4. There is a smell of Government intervention in this, let’s wait and see how BDO conduct themselves.

  5. JimBhoy

    wee qn… what if there is no money for the liquidators?

    • midcalderan

      HMRC will almost certainly underwrite BDO’s costs until such time as BDO recover and dispose of assets to raise cash. If there is nothing left to sell, HMRC will in all probability foot the bill.

  6. It all stinks – when are the liquidators coming in? These points you raise Paul (and again, you have another extremely grateful reader for making it all so much easier to follow) seem to be the thorniest problems in all of this sorry mess. Maybe, as said (I think by your good self) some weeks back, Green and co are counting on the fact that the team is up and running, season tickets sold etc, and that this will prevent any retrospective action being taken – and maybe that is exactly why the liquidation process is taking so long, as advice is taken etc.

    No matter, it does look as though one thing has not changed – the running of whatever is being run out of Ibrox these days is really no different from what was being run before. Still no real transparency, continued double talk, persecution complex and still no apologies. Throw the book at them.

  7. 67ecosse

    Paul thanks for spelling this out….I tried vaguely to explain this argument once before so really appreciate your thoughts laid out like this. Someone already asked the question but I don;t see an answer….can BDO actually reverse the sale of the assets and all that Sevco (Scotland) bought? If so. Where does that leave newco – The Rangers? Would they immediatley have to cease and desist all football operations?

  8. Nowoldandgrumpy

    Will the confidential parts of this deal be made available to BDO?
    In his big sell to the current investors, Green states that Murray Park alone is worth £14 Million.
    Great post again and easy for us laymen to understand.

    • mick

      dont forget the sevco quote at beginning “50mil on a bad day” the 5.5 mil deal wasent even a month old and the price 10 folds its showed the country that the suits are all con men and now theres evidence of whyte and ticketus coluding with d&p,s ,why green and no blue knights ???

  9. Michael

    “The preferential creditors claims consist of employee claims for arrears of pay and holiday pay, the majority of which are likely to be subrogated to the Department for Business Innovation and Skills following payment to the employees by the Redundancy Payments Service.”

    Great to see that we taxpayers continue to pick up the bills from Rangers cheating.

  10. Was I missing something, or was there no mention of the debt owed to ticketus and the floating charge owned by Craig whyte?

    If these are gone I assume they also transfered to newco, which will be the only justification I can see for the sale.

    ?

    • ecojon

      @stevensanph

      To go back to the share marketing presentation that Green made back in mid-May to BIG INVESTORS before the CVA was hammered by HMRC there is an interesting line that stated: ‘Season ticket advances due by the end of 2012 of £15m’. This was the figure to go on the Current Balance Sheet of Sevco the Holding Company.

      I suppose it is a matter of interpretation in how you read that but I read it as possibly an advance from Ticketus. It could mean just the money expected to be raised from the sale of season tickets by the club to fans. But why uses the word ‘advances’ then and not the word ‘sales’? I don’t know what instalment plans applied to Ibrox ST’s so if say the final instalment wasn’t till after 1 January 2013 then you could argue it was OK to call it ‘advances’ even if it was direct club sales to fans.

      Sorry to sound nit-picking but I have become very wary at words and statements made surrounding Rangers in recent times whether they are in Englis or, indeed, French.

      • interesting…

        as far as I have gathered from rangers fans, the last installment for those paying that way is 31st October 2012.

        So the interpretation is that 15m may be due to someone (ticketus) by the end of 2012? Which would suggest that the Ticketus deal has TUPE’d over to Sevco and that the season ticket sales and excessive purchasing was just to make fans buy tickets so Ticketus could recoup as much as possible on one payment?

      • ecojon

        @stevensanph

        What we really need to know though is not what the newco datres are but what the original dates for payment under the oldco was as that would give us a better steer as to whether it might be ‘sales’ or ‘advances’,

    • You did miss it.
      The Ticketus debt was clearly shown and the floating charge does not apply as no debt has been established between club and group.
      I suspect it is the other way which is why wee Craig will be trying to hide his assets again

  11. Jacko

    This stinks and D&P seem to be complicit in the whole scam with no interest in any creditor.

    This goes back to the very start of this story as CW stood on the gates of the Big Hoose and announced he was putting the company in administration.

    He then goes to court and insists on appointing his administrator of choice.

    Someone please please please suggest why CW would have an interest in who the administrator would be. I have never seen any, never mind any plausible, explanation for CWs actions here.

    The only scenario I can think of, and someone please counter this with another explanation, is that CW and DP are of a similar mind in how the process would pan out.

    The only explanation being that DPs administration would be more beneficial to CW than any other court appointed administrator.

    I do not pretend to understand the legal or financial ddetails of all this but in business I always see a “What’s in this for me ?” attitude.

    DP get big fat fees. I see what they get.

    What did CW get from insisting DP administer the process ?

    Jacko.

  12. Fisiani

    BDO will act on behalf of all creditors as they are an ethical company.
    I predict legal action all of next year and this circus to end in blue tears.

  13. campsiejoe

    For the life of me, I really can’t understand why no creditor has gone to court to challenge what has been going on
    The really annoying aspect of the process, is the £4 million loss that the administrators ran up in an effort to keep the company trading until the end of the season
    The excuse, as far as I can remember, was to ensure any prize money went into the pot
    We now know that is not the case
    There are people involved in this sham, who if there is any justice, will soon be guests of Her Majesty

  14. ecojon

    I think one of the biggest potential cash windfalls involved in this and it isn’t even mentioned in any of the D&P reports as far as I know is the tax situation.

    In the share marketing presentation that Green presented for consumption to ‘high net worth individuals’ back in May was the comment about the possibility of £40 million in brought forward tax losses to go into the Current Balance Sheet of the newco subject to HMRC approval.

    I don’t ever remember seeing that listed as a Rangers asset that was being sold by D&P and I wonder if HMRC will still allow it to be carried forward if they find against the EBTs and also because of the massive tax bills racked-up by owners prior to Green, or, was it lost because Rangers FC Plc went into Administration?

    Even if it was lost because of Administration it appears that if the CVA had succeeded then there would have been a £40million tax ‘credit’ to offest profits against.

    But the real mystery to me is how the BIG RANGERS investors didn’t see this juicy plum or were they convinced they weren’t ever going to be at the races never mind on a level football pitch?

    • EJ I fail to see how HMRC could concievably approve such as they are 2 seperate legal entities, how can the “credit” for one company be transferred to another? This does not form any part of “asset” this surely is extended to the company formally known as RFCGplc. I stand to be corrected, but if I am wrong then there are a lot of people in Scotland going to be very pissed off that these ppl are getting away with another £40m on top of the current £100m I am sure that Scottish gvmt will have something to say about that and if not 100k signatures on a petition is all that is required to raise the question at westminster where I am sure the UK gv will be interested in this “huge” tax scandal.

      • ecojon

        @michaelk1888

        Maybe this is part of the key to the ‘always-continuing’ Rangers. I know that tax losses can be transferred to another company as long as it carries on the same trade. Maybe this is why we have this seemingly ludicrous ‘Rangers Football Club’ concept of having a life of its own including a ‘legal’ one as the operating company as opposed to the holding one.

        There are shareholding requirements to allowing tax losses to be carried forward that I don’t really understand but given the mystery that has surrounded the Rangers shareholders who knows whether these requirements are met or not.

      • Geddy Lee

        Tax is not a Scottish Government issue. Not until Scots stop being afraid to govern their own affairs.

        Over to you London.

  15. John Burns

    Amidst all this farce – exactly where is Ticketus?

    Surely it will not walk away empty-handed – is suing Whyte their its only recourse?

    And what of Whyte – will his only ‘dividend’ be a law-suit from Ticketus?

    Why the BDO delay? – Why the FTT delay? – Is there now a link between them?

    Will HMRC go after Murray and MIH? – Could they look to recoup unpaid tax from individual players and officials?

    Will fans and the public at large stay with this fiasco and demand the ‘obliteration’ of titles etc from oldco Rangers?

    Finally, will Grenn & Co ‘stay put’, and will Sevco see this season out?

    • ecojon

      @John Burns

      The latest D&P reports states

      16.2 The Joint Administrators are taking steps to place the Company into Liquidation and anticipate that this will occur shortly. A final report will be sent to all creditors advising of the move to CVL and the appointment of Malcolm Cohen and James Bernard Stephen of BDO Stoy Hayward LLP at this time.

    • mick

      ticketus are behind the deal with whyte there all m8s d&p,s are bent and know we know whats happening its up to bdo to out it

  16. ecojon

    I have always wondered about possible conflicts of interests since reading the Initial D&P report especially:

    5.18 Following ongoing dialogue with Liberty Capital and the Company regarding fund raising and restructuring options, the Company engaged Duff & Phelps (which had just acquired MCR BC) in November 2011 solely to review the options available to the Company should it become insolvent, together with an assessment of the consequences of any possible insolvency proceedings. This work involved regular dialogue with HMRC. Further discussions were had with HMRC, which involved the injection of third party funding but these further agreements were not honoured by the Company.
    5.19 This engagement involved a number of meetings and discussions with the Company during December 2011 and January 2012.

    I should point out that MCR Business Consulting (MCR BC which became part of D&P) was involved in various ways with Craig Whyte’s take-over right from Liberty Capital’s acquisition of the MIH shareholding back in January 2011.

  17. gsrx1

    Let’s not forget, if i remember correctly, did CG not pay the £5.5 Million by way of a repayable loan. So he effectively bought the whole shebang for nothing in the first place.

    • ecojon

      @gsrx1

      I’m not sure that anyone knows how he paid for the assets. You have to remember that we had named investors and mystery investors and in the latest list of investors the names of the original ones named aren’t there. Now that becomes another mystery.

      The ones not named recently are: Colin Mather and Glenmuir as well as Malaysian hotelier Jude Allan, apparently also known as Javed Abdullah; Middle Eastern lawyer Mazen Houssami; Elias Kaisar; and Jean Haddad.

      That’s 6 investors at the going-rate of £1million a pop covering 60% of something although I haven’t a clue what that something is. So are they still in or have they gone? Or are they actually clients of Zeus Capital – two of whose directors are also Rangers directors and hold between them approx 20% of the shareholding in something.

      Looking at Blue Pitch Holdings and Naqvi and I really have to say I just don’t think Naqvi needs to have joined this venture to turn a quick-buck. He also has had direct experience of the UK as has his wife both in studying and working and living here. The guy is highly respected in the Middle and Far East and when I think of him as a banker I then think is the Blue Pitch Holding avtually not his but that of a client and possibly one of the Gulf Sheikhs that he does business with on a daily basis.

      I just feel that, in many ways, we are still scratching the surface here and that’s without knowing what debentures might be floating about and the terms which they are on. In fact I would bet that the money to actually purchase the assets has come from loans in the shape of debentures.

  18. Gobsmacked

    Where is the money to pay for the CVL, well Paul you appear to have given them the Template to get some and maybe a few bob for the Creditors. BDO will though, have to show that D&P were not competent. (maybe another few bob from the D&P Professional Indemnity Insurers) Since your figures show that Mr Green was effectively paid to take Rangers and it’s assets off their hands, that shouldn’t be such a diffiicult task.
    Since HMRC are apparently the biggest Creditor where are all their Legal Eagles and why have they not stepped in to force the issue? Maybe as queried by @Follow the money there is Goverment intervention.
    Far too many vested interests in wanting this all to go away. Rangers have gone from one of the poorest (financially) clubs in the world to possibly one of the richest (Balance Sheet wise – quick revaluation of the assets on a going concern basis) in the blink of an eye.
    Now do BDO have the inclination to dismantle that ? Will they be allowed to ? And why were so many Big Businessmen so reluctant to throw their Hat in the ring, but then maybe they thought “when a deal is too good to be true, then ………… give it a wide berth”.
    Expect Mr Green’s next statement to be
    “Infamy, infamy they’ve all got it in fa me”.

    • Stuart

      @Gobsmacked

      “Since HMRC are apparently the biggest Creditor where are all their Legal Eagles and why have they not stepped in to force the issue?” BDO are HMRC’s choice of liquidators with a mandate to make relevant investigations of what actually caused the original company to get into trouble. I have no doubt that BDO would have worked to the highest professional standards anyway, but they are now well aware how closely their every action will be analysed by the Internet Bampot investigation squad. That level of public scrutiny shouldn’t make any difference to a company’s approach to their work, but in practice it can only concentrate their minds on ensuring that justice is seen to be done, whatever that justice may eventually turn out to be.

      What concerns me more is the wider picture. How much of D&P’s practices in this administration are considered “normal” in administrations that don’t get the scrutiny that this one has had?

    • @Gobsmacked

      Not so sure it’s a matter of D&P’s competence per se; is it not more a case of “did they act in the best interests of the creditors” or otherwise?

  19. Duplesis

    Paul, I don’t think the test in the case you quoted here, nor any of the cases in your earlier articles on this issue, related to a liquidator challenging a sale by administrators, and I wonder if there is any case law on that subject.

    There are obvious differences between a sale of assets by administrators, and a sale by a company prior to that company entering any formal insolvency process – not least of which being the right of creditors to challenge the administrator under paragraph 74 of Schedule B1, a right which of course would not be available to creditors of a company pre any insolvency process (I don’t think diligence on the dependence is really comparable.)

    I suppose what I’m wondering is whether what you are suggesting has ever actually happened before, and if so whether the Court applied the same test as in the above cases?

    On a different point, given the second part of the administration hierarchy of objectives in terms of paragraph 3 of shedule B1 is

    “Achieving a better result for the Company’s creditors as a whole than would be likely if the Company were wound up (without first being in Administration)”

    does this allow D&P the argument that the real comparison to be made is with what would have been due to RFC had it simply been wound up on 14th February, and thus did not fulfill its fixtures? Since presumably there would have been no prize money payable in that scenario, is the removal of the prize money from the creditors’ “pot” at the end of the administration process in a sense “neutral”?

    It’s noteworthy that the prize money is not included in the 3 scenarios provided for by D&P in Estimated Outcome statements in the CVA proposal.

  20. mick

    great sunday read paul a just hope msm pick up on it, and the edu deal is undisclosed and they have had monies for 1 or 2 players already its well a con a just hope dbo do the decent thing ,d&p,s are well at it .

    • ecojon

      @mick

      talk that they will get half a million for Edu – can you imagine what they would have got for all the other players if they hadn’t TUPE’d. That would have made the deal a helluva lot more fantastic.

      • mick

        @ecojon that halve a mil for edu and all the players who jumped ship should have been sold and the money put in the creditors pot d&p,s are crooks and have made a mockery of scotslaw and shafted us all its sick and sinister why is there not the same drive to save employ why save a soccer team thats hated all over the world and a stian on our nation a cult or sect that is driven via intimidation and fear and to think our leader alex called them the fabric of scotland ,a just hope the linger in the 3rd for years and years scotlands joke of the centuary sevco ,do they think were buttoned up the back small countrys have had up risings for less the deluded are a real nation of zombies clutching cloned straws and deluded as ever

  21. Glazert Tim

    The more worms that escape this bashed tin, the bigger the stink.

    Surely (he says in vain), the chantie is at cracking point now. Not even Columbo with a troop of Scouts could even begin to unravel this cats cradle. Maybe that is the intention, subvert every rule and legislative proceedure going so that anyone looking at it doesn’t know where to start. Should anything eventually be 100% written up post investigation, it will probably be too late to do anything about it.

    Agatha Christie would have a field day writing about this. “The Mysterious Affair In Blue”.

    Currently the jury is out on so many aspects that could be their eventual coup de grace, it makes my head spin.

    To stretch the Agatha Christie theme further it reminds me of Murder on The Orient Express. Some of the victims stab wounds are left handed, some right, some fatal some not so. The reason being, everyone had a stab at him and the eventual lethal blow is nigh on impossible to pin on any one of them.

    If those assailants were BDO, UEFA, SFA, HMRC, BBC, RTC et al, does it remind you of anything?

    I will also accept the answer “Charles Greens next Companies House name change after he has used QWERTYUIOP.

  22. JimBhoy

    What needs to trigger for BDO to engage and take over proceedings?

  23. JimBhoy

    How much has it cost to have D&P around since the last set of numbers they supplied?

    • Glazert Tim

      Think of a number, multiply it by Jabba’s waist measurement, add on Leggo’s IQ (zero will suffice) and add the last six digits of your mobile number.

  24. mick

    the thing a would like to see surface is the strathclydes police investigation as we all know there is real crime here and so do they so has d&p,s broke scotslaw deception seems a viable and real charge ,they have deceved the small creditors and if the deal has a whtye and tickitus involvment then thats deseption to its a crime the whole lot of it

  25. mick

    d&ps are walking away with more than the deal cost lol surely the fsa have to look at that as its criminal to say the least

  26. mick

    Gratuitous Alienation – A transfer of property by a debtor to another person for no consideration or for an inadequate consideration. Such alienations in the period up to 5 years prior to the date of sequestration are open to a statutory challenge by the permanent trustee; alienations outwith that period can only be challenged at common law.

    a would say after reading the above topic that paul so kindly put together for us in laymen terms its a devo bum deal so lets have all the cards back in and well suffle the pack and try agian lol
    if only it was as simple as that were does it go now greens investors will just have to take the hit in there pockets bdo will have to take it all back and aution it for retial and give it to small creditors simple as that its a bent sport club so weres the problem in that ,Scots Law is being side stepped here by men in suits its tesco time the law is the law no matter who you or what you are mensis resis and resis mensis the phisical and mental eliments are well clear to see case closed

  27. lawheid

    The most startling things in this report is that there is no mention whatsoever of the Bill Miller and the Blue Knights-Brian Kennedy bids made for the takeover of the club and the reasons for the bids falling through, as well the successive bid by Sevco and the reasons for that.

    Also, on page 20, it seems that Craig Whyte is still a director of Rangers PLC, along with Dave King and Andrew Ellis. How is THAT even possible? I thought the whole point of being in administration is to save the club from liquidation – so why is Craig Whyte, the man who led Rangers into administration from his part in not paying the taxman,
    still be allowed to stay on as a company director?

    Plus, judging by an article by the Guardian, Rangers had to save
    £1 million a month to stay afloat (under Rangers Plc) and avoid
    Rangers playing for a newco, thus they have to save £3 million (February-May).

    http://www.guardian.co.uk/football/2012/mar/08/rangers-players-redundant-folly

    So, on page 23, income of around £4.4 million was made (assuming this was all made from February to May). Thus, D&P would have to spend (in expenditure v income) no more than £1.4 million in that same period.

    However, the expenditure made by D&P came to nearly £8.7 million, resulting in a trading deficit of roughly £4.25 million. This was later reduced to just under £4 million by funding provided by the newco (sevco).

    The deficit was the biggest liability on the receipts and payments account
    (page 22), making up nearly 46.7% of all liabilities incurred by D&P.
    The second biggest was the Joint Administrators’ (D&P*) Remuneration at £2,457,240 attributing to nearly 28.8% of all liabilities incurred by D&P in the Feb-Aug period.

    *Paul John Clark of Duff & Phelps Ltd., 43-45 Portman Square, London, W1H 6LY and David John Whitehouse of Duff & Phelps Ltd., The Chancery, 58 Spring Gardens, Manchester, M2 1EW

    http://www.guardian.co.uk/football/2012/may/09/rangers-administrators-three-offers

    In regards to the expenditure, about £4 million of it was spend on Post Administration Wages / Salaries and PAYE/NIC combined.

    So not only did D&P failed to keep Rangers PLC afloat by blowing millions in expenditure in a short period of time but also rewarded themselves very generously for their failure, devaluing the assets further.

    BTW, anybody watching Brewster’s Millions?

  28. Robert

    Has the Supporter Debenture Holders debt of £7,736,000 been transfered over as a liability from the oldco to the newco? As stated in para “the debentures are repayable in full upon the appointment of Administrators” which I assume means they would have had to have been paid in full before anyone else got anything.

    • mick

      great point robert the debenture holders have been well shafted as well as small creditors and shareholders ,if its a liability from old co then green would say no its newco its only the history they want and not the debt Gratuitous Alienation via Supporter Debenture Holders debt of £7,736,000
      not being paid the players sale in febuary would have sorted that not to mention the bill they hit the oldco with as well its sad and sinister that this can go on in a modern country with such respect for law its time for criminal charges to be dished out d&p,s should be brought before the courts to explian it via deseption charges

      • Robert

        Paul

        Perhaps you could explain how the Supporter Debenture Holders debt of £7,736,000 fits in. As stated in para 13.20 “the debentures are repayable in full upon the appointment of Administrators”.

  29. Marching on Together

    Paul

    Great article as ever, however one misconception IMHO. You say that “included in what Mr Green bought for £5.5 million was a right imminently to receive £2,670,000 from the SPL”. However the £2,670,000 did not have a value of £2,670,000. No doubt discussions had taken place as to the likelihood of the SPL ever paying over the money in all the various scenarios (including the rights remaining with oldco), and the likelihood of legal action being successful if pursed against the SPL. A view would have been taken on the % chances of recovery, and the debt priced acdo5rdingly. This is what happens when debt is bought and sol all the tiem.

    So the value of the SPL prize money to a purchaser might have been anything between 100% of £2,670,000 to 0% of £2,670,000.

  30. lawheid

    Just noticed something on the catering side of things:

    Hospitality Sales 267,728
    Food and Beverage Sales 388,973
    _________
    INCOME 656,701

    less Catering/
    Food and Beverage
    /Cleaning Costs (991,155)
    _________
    TOTAL LOSS (334,454)
    _________

  31. mick

    @lawhied dont for get the roumours of dave king and murray 98 to 2001 stole or sivened of 60mil or more theres lots of money went missing via they two the crown have to look at the deals from 98 onwards king got millions then of murray and vis versa

  32. mick

    the dave king deal is dying of death and needs brought back agian so its looked at by the taxman that deal is as crooked as the sale it self

  33. mick

    Yes, something worth looking at here. My own thoughts are to echo the theories about Azure or Close clawing back money on the sly…remember
    any club wanting to play at Ibrox are tied to those two contracts. Close (and the Commonwealth Games Fund iirc) invested in equipment last year and Azure signed a new catering and cleaning contract with Whyte last year also.
    Possibly another case of the ‘friends’ of the Dead Ringers getting their money with normal creditors being shafted? Keep up the good work folks!

    theres massive wrong doing with catering

  34. mick

    a seen this on 1 of the sites and thought a would post it and share it with yous all thoughts and comments welcome

    Are you reading this Bomber Brown ?

    RFCG is the holding co for RFC(IA)
    RFCG(wholly owned by Craig Whyte) has a floating charge over the assets of RFC for whatever debt was owed by RFC to RFCG The floating charge is described on Form MGO1 at Companies House Form MGO1 is used to register ”Particulars of a mortgage or charge in England Wales and Northern Ireland”
    Meaning
    In the event of the liquidation of RFC the RFCG floating charge takes preference over all other Creditors. So all debt due to RFCG under the floating charge has to be satisfied before any other Creditor can be paid. When RFC went into administration the debt owed by RFC to RFCG was alleged to be £27.5m. D&P did not accept or reject this figure. They simply listed the RFC debt to RFCG as “TBA” in the Creditors List
    So it is open for any Creditor of RFC to challenge the validity of the £27.5m floating charge held by RFCG over RFC if and when CW made a claim against the assets of RFC when they are liquidated
    But
    Is CW likely to be remotely interested in making a floating charge claim over RFC assets when they add up to zero?
    Of course not and heres why

    On 24 March 2012 Liberty Corporate Ltd took out a floating charge over all the assets of RFCG
    Meaning
    In the event of the liquidation of RFCG the Liberty Corporate floating charge takes preference over all other Creditors. So all debt due to Liberty Corporate under the floating charge has to be satisfied before any other RFCG Creditor can be paid. When RFC went into administration the debt owed by RFC to RFCG was alleged to be £27.5m. D&P did not accept or reject this figure. They simply listed the RFC debt to RFCG as “TBA” in the Creditors List
    Then
    On 6 July 2012 details of the RFCG floating charge described above were registered with Companies House by Sevco Scotland Limited. using Form MGO6 This form is used to record “Particulars of a charge subject to which property has been acquired by a company registered in Scotland”
    ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
    This means that when Sevco Scotland acquired the assets of RFC(IA) they were obliged to register the Liberty Corporate Floating Charge over RFCG which in turn has a floating charge over the assets of RFC
    I`m no lawyer but it would appear to me that this obligation on Sevco to register an MG05s affecting RFCG and Liberty Corporate can only have one meaning
    Which is
    When Sevco purchased the assets of RFC(IA) it did not get a clean title to the assets.This suggests Craig Whyte agreed to the sale on condition that his floating charge moved with the assets. This claim is now formally registered by Sevco at Companies House as a claim against the RFC assets purchased from D&P
    Significantly
    Moving the floating charge with the assets ensures none of the RFC Creditors can challenge the CW floating charge without challenging the D&P sale to Green
    It also means Green can argue that Sevco has a debt of £27.5m This gives the bad guys an argument to siphon off £27.5m after the share issue in October 2012.”

  35. mick

    if bdo call for Gratuitous Alienation will green argue that Sevco has a debt of £27.5m This gives the bad guys an argument to siphon off £27.5m after the share issue in October 2012.”

  36. Robert

    As stated in the blog “6.5 For clarification, any monies due from the SPL were included amongst the assets of the Company sold to the Purchaser” i.e. the SPL prize money.

    As I have previously said this should not have happened, the money should have gone to the oldco so it could have gone to the Creditors of the oldco. If this had happened then I do not believe that the SPL would have been able to use it as as bargining device and in effect not pay it as they have done with the newco. This is something that I believe HMRC will not be happy with and I suspect BDO will be looking into in due course.

    • ecojon

      @Robert

      I think in general the smaller creditors have had a lousy deal overall but most can’t really open their mouth for a variety of reasons.

  37. mick

    heres a post with same feeling small creditor conned

    Can anyone clear up a what the position is with any players who were attached to rangers at the time of the Brechin game.
    These players must have been registered to some club to allow them to play, then after that game the ”new” club was formed and all the players were registered to THE RANGERS.
    Does that not mean that all these players have been registered by two clubs already this season and none of them can be transfered until next summer?
    Also when does last season end and the new season start?
    If the old season ended with the last game of the season and the new season started at the same point then again every player they had has now been signed by two clubs and not allowed to transfer to a third club.
    Maybe I have it all wrong but I dont see how Edu and other who are still there and being touted for a move can sign for anyone unless they are somehow still registered to oldco and then the money should go to the creditors pot surely?

  38. Robert

    Looking at the creditor summary table in the interim report, a couple of things occur to me

    Firstly included in the HRMC claim as a creditor of £18,324,285 will be £4,000,000 of VAT on the season ticket sales of £24,000,000 to Ticketus, which Craig Whyte did not pay.

    Secondly included in the Ticketus claim as a creditor of £26,711,857 is £4,451,976 of VAT that Ticketus would have to pay on sellling the season tickets back to Rangers.

    Of course both these amounts of VAT would ultimately have been reclaimed and replaced with the VAT that the actual supporters paid at the end of the day when they bought the season tickets. As we know this process was stalled.

    However, all is not lost for HMRC as they will now get the VAT on the season tickets that the Rangers newco sells.

  39. p groom

    para 10.7of d and p report. ” the joint administrators were also able to defeat a claim from ticketus which could otherwise have resulted in the club recommencing trading in the new season carrying a legacy debt in excess of £27M”. and this is something to be proud of? shafting yet another creditor with a few penstrokes seems to be an ingrained culture with these insolvency boys and just another day at the office. correct me if I am wrong but ticketus paid rangers around £30M in advance for season tickets and expected to be paid back as and when rangers put the tickets on sale. rangers as we know used £18M to pay off lloyds with the remainder unaccounted for so far. so now ticketus are told to get lost and get in line with the other creditors while green rakes in the ticket money instead. this may be legal but doesn’t stop me from thinking that sevco rangers deserve all the punishments coming their way for being party to such arrangements.

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