Administrators! How To Spend Millions in Creditors’ Interests – The Rangers Way

Duff and Phelps are finally on their way out of Scottish football. The arrival of BDO as liquidators at Ibrox is imminent.

However, let us not let D&P leave without noting some things they are good enough to have published for us all to see.

The last report Rangers – Progress Report – 24 August 2012 makes clear where the money raised for creditors has gone. Remember that D&P consider that they have, despite a £4 million trading deficit, succeeded in fulfilling the second goal of administration, namely to have achieved a better outcome for creditors than would have been achieved through liquidation without administration.

Compare the August Report with the one in July Duff Phelps Report July 2012

Amongst the details we see the costs paid by D&P to outside agents, advisers etc.

Taking them in financial order, we can see the huge sums disappearing out of the administration, all, of course, incurred in the interests of the creditors…

Before we start, please note that all the costs described are net of VAT.

 

Taylor Wessing

This firm of English solicitors has been engaged to deal with the High Court litigation involving Collyer Bristow and Gary Withey. You will recall that the basis of this case seems to be that, by way of jiggery-pokery, Mr Whyte took over Rangers and as such deprived the company of the millions of pounds which would have been raised by a share issue, if the alternative Paul Murray plan (long before the Blue Knights were thought of) had been successful.

I am sure that these very experienced and very expensive English lawyers are pursuing the case with full confidence in it. Without seeing the pleadings and the evidence it might be silly to voice an opinion.

However, my initial opinion echoes a comment made to me by a Sheriff many years ago who was not impressed by what I thought was an ingenious, if convoluted, submission. As I valiantly argued some detailed, technical, and very precise point of pleading and interpretation, the Sheriff looked at me and growled, “That’s nonsense, isn’t it?”

That was a decision as short and to the point as my argument had been long-winded and tortuous, and on reflection he was right as well!

As at 29th June, Taylor Wessing had charged £1,283,102 in fees and £18,975 for disbursements. In addition, it had paid Counsels’ fees for £129,544 and there was still £231,988 to be paid.

As at 13th August, how has that changed?

Taylor Wessing have been paid £966,329 of the sums due to them. They are still owed £311,942. That would suggest that, between 29 June and 13 August, Taylor Wessing have not done any more work. I find that doubtful. Bearing in mind that, at the earliest, they could have become involved in mid February, their costs were running at around £300,000 per month. Is it realistic to think that for six weeks they have all gone on holiday? At a rough estimate, the creditors could be looking at another £450,000 in Taylor Wessing costs over the period covered in the reports.

By mid August £26,532 had been paid by way of disbursements. There are still £6,757 owed. Therefore £14,314 of disbursements have been incurred over the six-week period when the solicitors were not adding to the costs. Apparently.

As far as Counsels’ fees go, £235,088 have now been paid, and there is still £23,675 to pay. This is also peculiar. As at 29th June, the total sum incurred by way of Counsels’ fees was £361,532. By August 14th that sum had reduced to £258,763.

So, to conclude regarding Taylor Wessing, the solicitors incurred no costs over the six week period; disbursements nearly doubled; and Counsels’ fees were reduced by £102,769.

As the June report disclosed that the legal costs detailed above were NOT estimates, one wonders what went on. Heaven forbid that Counsel or the solicitors had overcharged. Heaven forbid too that D&P have got the figures wrong.

I am sure they can clarify this, or else the liquidators will.

But, to date, the amount spent and owing on Taylor Wessing, Counsels’ fees and disbursements totals £1,570,323.

 

Biggart Baillie

This blue-chip Scottish firm is shown as assisting with placing the company into administration, statutory issues and legal matters such as the Ticketus Direction.

The report to 29 June showed nothing yet paid. Instead there was £398,400 owed in solicitors’ fees, £6,251 for disbursements and £116,700 for Counsels’ fees.

By mid August the position had changed. Legal fees of £358,650 had been paid, with £21,443 still owed. This totals £380,093. Therefore in the 6 weeks, the solicitors’ bill came down by £18,307.

Disbursements of £5,394 have been paid, with none owing. The figure for disbursements has therefore decreased by £317.

Finally counsels’ fees of £126,700 have been paid, showing an increase of £10,000 since the end of June.

As with Taylor Wessing therefore, costs have gone down over the six-week period, which is again odd.

To date, the amount spent and owing on Biggart Baillie, Counsels’ fees and disbursements totals £412,727.

This calculation is a good illustration of the fact that legal costs in England are far higher than Scottish costs.

 

Media House

Jack Irvine’s company provided “Media consultancy in relation to the Company”. In June the estimated costs were £124,000. By 13th August £112,500 had been paid. Nothing was shown as still due. The media costs were effectively incurred over a four-month period. Would the creditors be happy at spending £7,000 per week on “media consultancy”?

 

Accurate Mailing

This company was the mailing agent, printing and sending correspondence to the company’s creditors. In the July report there was an estimate of fees of £40,000. The August report shows the sum paid was £50,719.

Oddly, as this was incurred on a fixed fee basis, one wonders how the fees increased from the estimate?

£50,000 is a lot of postage!

 

Spreckley

This company provided “Media consultancy in relation to the administration”. That sounds like PR work for D&P rather than for the company.

In any event the estimated fee was £20,000. The fee charged and paid was £28,941.

Valuers

Sweeney Kincaid valued the “chattel assets” at a cost of £17,000.

Lambert Smith Hampton valued the fixed assets at a cost of £25,000.

 

Ansarada

This company provided the Data Room for prospective buyers to access information regarding the company.

Their estimated fee was, on a fixed fee basis, £20,000. The actual amount invoiced and paid was £2,184!

The estimate was what one might call “prudent”!

 

Base Soccer

This is an odd one. They are listed as having been paid £6,270 for Players agents fees in the July report, but vanish from the August one!

Conclusion

A grand total paid, and owing, excluding VAT of £2,319,894.

What would creditors think about that expenditure?

Taylor Wessing are in for the long haul, which raises questions for the creditors about how long the administrators/liquidators will be able to fund Taylor Wessing. It seems that the case in the Hugh Court will only get to a final hearing next autumn (2013, not 2012)!

Even if the rate of costs being run up slows, as it would, then it would not be unreasonable to estimate maybe another £1 million to get to the START of the court hearing. If it is lengthy, as it could well be, the cost of the hearing itself might dwarf the costs of preparation.

Maybe in the interests of cost, D&P should se if all the parties would agree to transferring the case to the Court of Session in Edinburgh? It might not be quicker, but it would be a lot cheaper!

If the Collyer Bristow case is successful, then the money spent will have been a fine investment. That outcome might not be the favourite though.

As far as Biggart Baillie goes, their involvement was part of the process in having it declared that Ticketus could only be an ordinary creditor, and that its rights did not extend “beyond the grave”. It could be argued, and I am sure would be, that the unravelling of the Ticketus deal allowed the sale to take place. But these issues need to be looked at as a whole.

Can D&P justify all the work and costs, when the costs and charges incurred have extinguished the money paid for the asset?

The operation was a success, but the patient died, say Duff & Phelps.

Posted by Paul McConville

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28 Comments

Filed under Administration, Football, Insolvency Act 1986, Rangers, Uncategorized

28 responses to “Administrators! How To Spend Millions in Creditors’ Interests – The Rangers Way

  1. josephmcgrath112001809

    Now you didn’t think all that money was going to be given back to the creditors did you?

  2. Paul good observations as usual, just my thoughts on the “reductions”,
    I am sure its similar in Scots Law, its a wee while since I was active in any sense, but not too far in the past that I was involved in England.

    I am almost positive that the “changes” are as a direct result of Dumb and Dumber covering their proverbial backside and the last 2 months “cost accountants have been busily preparing all documentation for “hand over time”. This would normally be undertaken and I am sure that scrutiy of the disbursement lists will show this.

    It would make reasonable sense to the reduction of agents costs but the increase in “disbursements” which in england they would most definately appear as. Still over paid for work carried out, although if the action is successful then all these fees will be recovered. Given the skeleton of the arguement I would guess at 75%+ chance of success, a solicitor releasing or not releasing funds held to order is on a very shoogly stick.

    It does not consider of course that the cost for these has again been met and paid from money that should in all cases have been paid to the creditors.

    Not many happy face paintings being done today, more like very sad clowns….no names mentioned.

  3. joe burt

    The creditors were never D&P`s concern as was pattently obvious from the press confrences given by D&P.It was always about saving the club at whatever cost,remember who appointed them,im sure down the line Mr Whyte is still involved .

  4. Gobsmacked

    Appears that the Accountants and Solicitors have fed well from the carcass, and yes I know it’s a dirty job and someone has to do it !
    The figure that jumped out, was one Valuation of the Fixed Assets, given the value one would have expected another few valuations before making such a material decision on the asset valuation (circa £120m down to £2M).
    Fine analysis Paul, thanks.

  5. james larkin

    and what about the judge who asked for a report from D&P …as he didn’t seem happy at the way Dum and Dummer were handling things.

    that report has never been disclosed

    maybe

    it

    was

    shredded !!!???

  6. ecojon

    @Paul

    RE Accurate Mailing

    Maybe the extra came from the change of name EGM mailing to 26,000 shareholders that was necessitated because the CVA failed and for Green to re-use the Rangers name they had to change the old PLC one.

    Surely that is a cost rightly billable to Green?

  7. Pensionerbhoy

    Images created by one’s imagination can have incomparably more impact than reality. I know extremely little about the niceties and intricacies of law but any contact I have had with that illustrious profession has left me with the firm belief that income is a greater objective than justice (They say that the exceptions prove the rule, Paul). Legal costs, in general, are inordinately high in any country, even though our friends south of the border may be to the fore. Thus I have this picture forming in my mind of a variety of scavengers tearing at the carcass and gorging themselves with the meat and bones of a once healthy well endowed football club. Till now the terrestrial finance predators and spiv investment chancers have been to the fore. But my image is currently changing to include a whole flock of legal vultures fattening themselves on the succulent remnants left for them by the original hunters. Would I be wrong in my simplistic way in believing that my riotous imagination has been sparked by the reality of watching the body beautiful (in the eyes of some) of a dying football club being devoured by every bestial predator to hand? Is it purely a figment of that imagination that those who have looked after and contributed to the ‘good life’ of the beast in question are left to merely watch and wish on the perimeter while the schemers and profiteers lick their blooded and greasy lips? I understand that law is complex but I do not think one has to come from Philadelphia to realise that this whole saga from sale and administration through to liquidation has been a manipulated carve-up for feasting instigated by all of those involved. Or maybe I am just paranoid. After all, I am a Celtic supporter.

  8. mick

    great read agian Paul ,All this money gone means us the taxpayers will have to foot the bdo bill “conned agian” ,d&p,s are well like dogs they even took the marrow from the carcuss and left a pile of dry bones.

  9. Joseph

    Media consultancy? What the hell does that mean? I would like to know what Irvine and co have done to deserve a £140,000 fee. They have obviously been using their many contacts in the Record (he’s a former editorial executive) and the Sun (he’s a former editor). That’s why we have a crap Press today. They’re simply printing every word they put out. No questions asked! Asking for past favours, and they’re getting it. And don’t forget the connection to Murray who funded Irvine’s now defunct Sunday newspaper to the tune of £1m. Lots and lots of favours!

  10. mick

    @joseph free plates of lamb and glasses of fine wine for telling porkies about the deal correct me if am wrong .

  11. Den

    D&P should never have been given the appointment.

    They were compromised by their early involvement with Craig Whyte and their ongoing advisory role. How could they seriously claim to be working in the best interests of the Creditors when they were advisors during the run up to administration.

    Every announcement was notable for it lack of consideration of creditors interests. The deals that they were proposing were far from in the Creditors interests and as your previous thread demonstrated they sold the assets for a suspiciously low value.

    I think a few of the players in this story wish they hadn’t been involved as they normally fleece Creditors and shareholders in relative anonymity but because of the stature of Rangers it has generated a lot of interest and will continue to do so.

    I don’t know how long I can keep up with this story especially since the sequel is hotting up nicely. I can’t believe that they have 40,000 season tickets sold. Some people have infinitely more money than sense.

  12. mick

    @den is that not the d&p,s man at ibrokes with whyte befroe admin

  13. mick

    @den fastward vid to 3.12min its d&ps at ibrokes there mates lol

  14. mick

    david whitehouse ticketus and whyte why charles green whats the connetion

  15. mick


    david whitehouse openning the curtians on green the new chief at ibrokes

  16. Robert

    @paul

    You said that the amounts were net of VAT so is there is another £463,972 to be added (assuming 20% VAT applies to all charges)?

  17. JimBhoy

    From previous post:::: @Kieren

    @ Kieren or how ever you spell your made up Irish sounding name, debate as you will and i am sure you have heard the administrator of this blog endure a few harsh comments from ill informed individuals like yourself…. However Paul has never tried to hide his responsiblities or history unlike the Rangers who want/don’t want their history. Cake and eat it..!

    I expect you follow the incumbents at Ibrox in whatever fashion and try to be the sensible face of the fans. Read the earlier blogs because it is constructive unlike any Rangers blog I have read… Totally vile!

    Apologies for typos, you may have a better keyboard to myself and Mick’s but you are here by invitation dude so keep it rational and real plz or go back to the red top blogs.

    love to hear anything on football related stuff. if your agenda does not cover that then fek off…

  18. JimBhoy

    We ask why the Media don’t ask…… Ecojohn had a good answer a few days ago I believe… Law suits, editor pressure, career longevity..

    We need Green on a 1 on 1 debate on telly! interviewed by me, Mick, ecoJohn, pensionerBhoy and Paul… any other takers?

  19. Andrew Keith

    Of course BDO might turn out to be as apparently inept as Duff and Duffer. At least though, there appointment was not questionable. Another thing they won’t be is cheap.

    This is a great analysis of the potential non-trading costs of this whole sorry episode, and we are far from the end. Final settlements on the various legal cases could take years. No doubt all concerned will seek to exhaust all appeal channels before finally giving up. All we can hope for is that lessons are learned for when our next great footballing institution slips below the waves of financial viability.

    Will it be Hearts, Aberdeen, Dundee United, Motherwell, or another one that has not mooted the possibility, surely the powers that be won’t just sit back and enjoy the spectacle, wringing their hands with a mix of fear and titillation.

    If these were a banks, or energy companies, or even museums, I doubt the Scottish Government would just let it play out as they have done with football clubs. They can and should intervene. Not to bail out mismanaged clubs, but to limit the carnage by banging heads together and setting tougher rules and regulations relating to governance and financial management. We have rules for banks, why not for football clubs. If the SFA, UEFA or FIFA won’t do it properly, Government should step in because, quite simply, there is nobody else.

  20. Pensionerbhoy

    I was having a quick flick through before going to bed (yes I am an incorrigible ‘late-nighter’) and noted in the previous post that several derogatory comments were directed at Paul. I do not believe in personal remarks of any kind when commenting other than a bit of acceptable banter and aggressive humour between posters who have had some form of contact through regular comments, mate to mate as it were. I hold that discussion and argument should be detached at all times. It is my understanding that Paul’s blog, possibly more than any other, provides realism. The content is factual and opinion regularly qualified. He often takes this principle to the extreme of baffling legalistic tours around a given subject that, if I am to be truthful, sometimes bore my extra large pants off me. However, at least I am provided with an interpretation of the law and some understanding of the often complicated legal jargon on issues of interest as well as being updated on the latest developments. That suits me perfectly as I have neither the intelligence, ability nor inclination to do these things for myself. That is what attracted me to this site in the first place. I had no idea who Paul was and I am still not interested in any of his personal details. For me, this was simply a man (I presume :)) who exhibited an exceptional talent for research, investigation and explanation and who willingly invited others with similar abilities to contribute to his work. He supplied that balance I desperately needed to counteract the often biased and uninformed comments from both sides of the divide on a variety of topics. On the issue of the behaviour and consequent tribulations of Rangers F.C., I have always regarded the blogs as factual accounts of events combined with a purely legal opinion on consequences both experienced and to come. I wanted this, because, for all my animosity towards that club for what it had done, I was more concerned about justice, integrity and honour being restored to Scottish football. For me, the future of my own club rested on these virtues and values being upheld or restored. In the face of an almost amoral or even corrupt attitude from elsewhere, it is not surprising that Paul’s blogs became more and more Rangers orientated, pushed, unavoidably as it were, towards a falsely construed anti-Rangers stance and seemingly biased in favour of everyone and everything non-Rangers, especially the ‘auld enemy’, Celtic. This false impression has not been helped by the often extremely emotive views of many Celtic fans whose determination to seek retribution clouds their judgement and opens the floodgates of criticism. In my experience, Paul has never expressed bias though he may have expressed very personal opinions. He has never been disrespectful nor retaliated ad extremis in the face of abuse towards him. He is deserving, therefore, of courtesy and respect, if not for his writing or opinions, then certainly for his contributions to the debate. It is reprehensible in the extreme to direct personal slurs or insults towards him or, for that matter, any other contributor to this or any respectable site. So to the Ians and Kierens of the internet world I would say “Go have your abusive rants with like-minded loud-mouths on the street corners where you seem to have picked up your particularly peculiar art of debate”.
    I will apologise on their behalf, Paul, because, in spite of everything they say, they are human beings who sadly are unlikely to know how to do so themselves.
    Please excuse any errors of grammar, spelling or literacy. It is late, even for me. Old men do not require much sleep but when the eyelids droop, one should take the hint and grab some shut-eye. Goodnight to one and all.

  21. Paul, do you know if anyone has bought the film rights to this? If not, could we syndicate what them?

    I think there are or used to be some film investment avoidance schemes we could explore although I think most of them – like EBT abused schemes -have been blown out of the water.

  22. Excellent work Paul, you not only provide a public service, but also, I think in this instance, you have done every school’s career advisor’s job for them. I know what I’d be doing now if I’d read such figures around 35 years ago…

    Seriously though, anyone wondering why the economy is in the toilet need only have a look at the costs shown in this post. Nice ‘work’ if you can get away with it.

    Andrew Keith makes a valid, if unpopular, point as regards whether we can rely on BDO to fare any better at getting creditors’money back. Given the Phil MacG has been told the process could take up to five years (!), BDO may indeed have to force the case against the Green takeover, get back the assets such as the stadium and Murray Park, then sell them off just to ensure BDO gets paid – and still creditors may get next to nothing back.

  23. bfb

    Regarding the various valuations of the Assets it seems to me likely that the market value of the stadium is near enough “hee haw” and that appears to be something implied in what has been reported here about the LSH valuation.

    There is likely no market for it as a football ground given the paucity in numbers of clubs who might want to buy it. Other than that, the ground would need to be cleared at great cost to produce a site which is not worth a huge amount and from which those clearance costs need to be deducted. I would imagine that there is likely loads of asbestos and other nasties which would need to be dealt with. That ignores the listed building question and time/money in marketing .

    The £100 million book figure relates to the cost of replacement less amounts for depreciation and obsolescence (which are increasingly large) which gets to a value in use to a football club which needs a 50,000 seat stadium in that location and is likely to need such a large stadium in the foreseeable future.

    There are limited numbers of transactions where stadia or similar have been sold on the open market as such. The arrangement involving Manchester CIty is the only one which comes to mind and that involved a stadium built with public money.

    It could be valued looking at the profit derivable from it and taking a proportion for rent then converting that to a capital value – that falls at the first hurdle.

    BFB

  24. Marching on Together

    Paul

    If I had been the managing partner at Taylor Wessing, I would have wanted a large chunk of the fees from D&P/Rangers oldco up front, before doing any work, and would have worked only on the basis of all payment in advance. Surely that could explain the discrepancies you point out with T&W’s fees?

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