Duff and Phelps are Right Behind Charles Green – With Friends Like That…

We seem not to have had a statement from Duff and Phelps for such a long time now. However, having sold off all of the assets and business of the Rangers Football Club to Mr Green’s Sevco Scotland Ltd, as it then was, they have not had much to do, apart from explain to the Court why there was not a conflict of interest in the numerous dealings between Mr Grier of D&P (as it became) and Craig Whyte and his assorted Rangers-connected companies pre-administration.

And, as the bills had slowed to only around £60,000 per week for doing…well, they had to be doing something…they could be excused for keeping quiet.

But today, hot on the heels of Mr Green’s remarkable statement, of which more later, the D&P machine cranked into gear, and the following masterpiece emerged.

My comments are in bold after the relevant parts of Mr Clark’s statement. The statement itself can be found on the official Rangers website.

———————————————————–

PAUL CLARK, of Duff and Phelps, joint administrators of RFC 2012 PLC (formerly The Rangers Football Club plc), issued the following statement today:

“I can confirm that the business and certain assets of RFC 2012 PLC – including the honours won by the Club – were acquired by Mr Charles Green’s consortium as part of the sale and purchase agreement.

Remember that? Guess how much Sevco paid for the “honours won by the club”.

The Asset Realisations detailed by D&P were as follows. The “honours won by the club” are included in one of the categories below.

 

Goodwill £1

The SPL Share £1

The SFA Membership £1

Leasehold Interests £1

Player Contracts & Registrations £2,749,990

Stock £1

Subsidiary Companies Share Capital £5

Heritable Properties £1,500,000

Plant & Machinery £1,250,000

Whichever category they fall into, D&P do not seem to have sold them for much! Maybe they formed part of the goodwill? I do not see the history as forming part of “plant and machinery”.

As goodwill is the most likely, and as that also includes, I think, the rights to Rangers trademarks and copyrights, then how much was paid for “all the honours”? 10p. 5p. 1p?

It is funny that I do not recall D&P before specifying that the honours were included in the sale. The word “honours” was not mentioned by D&P in the CVA Proposal, nor in their report to creditors after the assets sale.

“The SPL have been in contact with RFC 2012 PLC with regard to the SPL’s Commission which is examining Rangers’ historic use of EBTs.  However, having taken legal advice, it is the Joint Administrators’ opinion that the SPL is not able to pursue RFC 2012 PLC in this matter.

At first sight that statement would seem to be correct. After all, if all that is left in RFC 2012 PLC, as it now is, is the dwindling balance left from what Sevco paid, then how can RFC 2012 be pursued. If it has sold off the titles, for example, then titles cannot be stripped from it.

“The SPL have stated that the Commission is empowered to review the use of EBTs under the contract between the SPL and its member club.  RFC 2012 PLC no longer has a contract with the SPL and therefore the SPL has no jurisdiction over it.

However the position seems to be this. RFC 2012 PLC benefited from payment of prize money over the year  during which the alleged rule breaking took place. Therefore that organisation must be the one liable to pay the penalty for the rule breaking alleged to have been carried out by that same company.

The rules of the SPL envisage that action can continue against a club which is no longer a member of the SPL, should the rules be broken when it was. To argue otherwise would be ludicrous. For example, should a club break every rule in the SPL book, and then be relegated, is it seriously the position that the SPL could take no action?

Rendering a financial penalty on RFC 2012 PLC might seem redundant when it is on the point of liquidation, but if the alleged rule breaking is to be investigated, then surely the alleged miscreant has to be invited to take part, as has happened here.

RFC 2012 PLC can choose not to turn up. It is either taking a risk, or D&P know they will be gone imminently, so it matters not to them.

“This has been communicated to the SPL and considering that further involvement in this matter is not in the interests of its creditors, RFC 2012 PLC will have no further involvement with the Commission.

As I mention, should the SPL Independent Commission decide that the penalty should be one of a financial nature to be imposed on RFC 2012 PLC, then this surely will have an impact on creditors?

And it seems rather ironic, after all of the contentious statements issued by D&P since they became involved, that this one is based on what they state to be the “interests of creditors”.

“Our primary role as Administrators was to rescue the business which has been achieved by Charles Green and his consortium and whilst any sanctions the Commission may levy will not affect RFC 2012 PLC this process would not appear to us to be helpful to the ongoing revival of Rangers.”

No! No! No!

As D&P themselves said:-

As advised in the Proposals report, the Joint Administrators must perform their functions with the purpose of achieving one of the following hierarchical objectives:

Rescuing the Company as a going concern; or

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

Realising property in order to make a distribution to one or more secured or preferential creditors.

D&P addressed what they had proudly achieved in their report last month where they said:-

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.

So now they claim to have rescued the business when last month they claimed to have fulfilled the second goal of administration, and by definition NOT succeeded in the first. What has changed?

Have D&P read the rules? RFC 2012 PLC owned and ran Rangers throughout the entire period under investigation. Amongst the penalties which can be imposed are financial ones. If the Independent Commission decide that there has been wrongdoing and that this resulted in gains to Rangers which they ought not to have received, then how does this not involve RFC 2012 PLC?

And finally, what on earth is the reason for the administrator, acting in the interests of the creditors, to state “this process would not appear to us to be helpful to the ongoing revival of Rangers.“

It is, to be fair, one with which I entirely agree, but for diametrically opposed reasons from those advanced by D&P.

If I was a pedantic creditor, I would be looking not to pay for that part of the statement, as it is nothing to do with the interests of the creditors, unless secretly of course Mr Green has pledged to make a contribution to the creditors from the proceeds of a share issue … pause for laughs …and continue … which I suspect is not part of the plan.

To conclude, D&P produce a legally questionable opinion which seems to ignore the terms of the SPL’s own rules, and ignore the fact that a monetary penalty could be imposed, for what that is worth.

It is also of note, though I do not see anyone asking these questions of them, that these “honours” which mean so very much to Rangers and their fans were bought for a fraction of one pound by Sevco.

Brilliantly one of the arguments against liquidation for RFC 2012 PLC (as it now is) was that goodwill would have no value in a liquidation. Instead, in the asset sale, an infinitely greater amount than zero was obtained. Of course any sum is infinitely greater than zero, so the one pound paid for all of the goodwill, trademarks , titles and history of Rangers seems to have been a fantastic bargain for Mr Green to strike. Hopefully D&P might have to offer an explanation as to what on earth the thought process was to justify that!

Posted by Paul McConville

 

 

 

 

Advertisements

25 Comments

Filed under Administration, Charles Green, Football, Football Governance, Rangers, SPL

25 responses to “Duff and Phelps are Right Behind Charles Green – With Friends Like That…

  1. campsiejoe

    Just one quick point from D&D’s blurb
    What the hell has “the ongoing revival of Rangers” got to do with them ?
    They are out of it, they have sold the assets to Sevco for a pittance
    It’s time Hodge got off his ass and brought this farce to an end

    • gary brown

      quite obvious they,re all in it together.d/p,murry,whyte,green sfa,,ticketus,all the old board,even mcoist to an extent,bending over backwards to accomodate cheats

  2. mick

    great read paul ,you cant by history if a open a shop and call it woolworths can a cliam woolworths acalades lol trothys are history they have the cups i but not the right to say they are newcos greens tripping out his tree here

  3. flump

    It’s media management, throw confusion on the issue, get your team onside and follow follow or as Tennyson said:

    Half a league, half a league,
      Half a league onward,
    All in the valley of Death
      Rode the six hundred.
    ‘Forward, the Light Brigade!
    Charge for the guns’ he said:
    Into the valley of Death
      Rode the six hundred.

  4. Bill Fraser

    Surely this whole argument about title-stripping is a bit of a red herring. It is the Association or League which is the legal owner of all references to its history. Just as it is not permitted for Football Pools companies to use fixture lists without the permission of the relevant Association or League, so results on the field of play do not become official until homologated by the organising entity. Rangers therefore do not “own” their history which belongs to the SFA, SFL and SPL and as such cannot sell it on as part of a deal. The history is a gift which can be taken away at any time by the legal owner.

    • Why are duff & duffer publishing on TRFC website? they have nothing whatsoever to do with this “company” They should be issuing public statement not posting it on TRFC web page.

      Why are they still there?? When do BDM move in?? Where is the Nimmo report?? Why does CG not understand even now that EBT SPL enquiry has nothing to do with the tax case and does not need to wait on the result of the appeal? The tax case has been decided against RFC its the appeal decision to uphold that opinion that we are waiting on. Why have duff & dffer no provided the response to the courts on conflict of interest questions when they were required to do so months ago? Why is there no investigation into the lack of action from the SFA and SPL concerning the individuals and EBT’s when the matter was brought to their attentions by HMRC?? Why is ND not been suspended for offering sanction free terms when clearly not authorised? Why has NR not been suspended for manipulating membership when the new company clearly failed all tests?? How can CG state that “we have always acted transparently”” when they clearly have nt??? etc etc etc etc etc etc etc etc etc………………………………………..?????!!!!!!!!!!!

    • James C

      Is it just me that finds the idea that titles are somehow a tradable asset of a legal entity a strange notion.

      If they are then perhaps one way that the administrators could have raised additional money for creditors would have been an online auction. Who wants to own a valueless share in a corporate shell when you could personally own your very own league championship.

      Surely someone would have paid more than a quid to be able to kit out their pub team as Rangers and have 50 odd league championships behind the bar? I’d have given them a few hundred just for a laugh

      • carl31

        If the principle of titles as tradable assets holds, then I suppose a pub team could buy them, stick them behind the bar, and claim them as their own.
        If I’m right in my opinion on what will happen to Rangers in the coming months, that may actually happen.

  5. Ernesider

    It is a sad state of affairs when a pathetic little instant orangeman like Green and the hapless duo from D&P can defy the powers that be in Scottish football with apparent impunity.

    Of course would be no skin of Charlie’s nose if they took away all 54 titles. He knows that his frankly ludicrous hard man act is swallowed hook line and sinker by most of the great unwashed and will put bums on seats.

    • sad but true Ernesider. Can’t believe he’s getting away with this farce.

      BTW, just read the next installment on the Monitor – excellent piece Paul + absolutely brilliant comment by the Brogan Hogan man.

    • gary brown

      surely its about time fifa were brought into this and and the whole bloody lot of them should be kicked out of scottish football.they know they are f****d and are trying to bring the whole of scottish football down and the wee english rat will walk away with all the money.this has got to stop NOW.

    • gary brown

      YOU,VE GOT TO REMEMBER THE POWERS AT BE ARE CORRUPT AS THE WEE INSTANT ORANGEMAN THEY ARE IN COHOOTS WITH EACH OTHER THATS WHY NOTHING IS GETTING DONE AND ITS CONSTANTLY BEING PUT BACK…TIME FOR ALL THE CLUBS TO OUST THE LOT OF THEM

  6. DhennyBhoy

    Do you plan to dissect ‘Oor Charlie’s’ statement? Given that the SPL consider RFC 2012 as the ‘club’ concerned why would he need to attend?

      • Robert Watt

        Should you not be spending some time paying the miners and there widows and families the money you conned out of them? Or looking into the Paedo ring at Parkhead? Charles green has done nothing wrong,he is just pointing out how corrupt the spl and sfa are. Whereas,you Mr. McConnville are a crook.

        • Robert it is a total embarassment that you make the comments that you do, it says a lot for Paul to ignore them.

          Your bile has been spouted on here many times before and by more eloquent and intelligent people than you.

          Paul has no charges to answer, no one was “conned ” out of any money and he apologised for the situation. He is not a crook and your defamitory remarks should be considered in my opinion grounds for legal action against you. Addittionally I have forwarded your unfounded comments to the authorities concerning your claims of “Paedo ring at Parkhead”. I assume your refer to Celtic Footbal Club.

          Charles Green has already been found guilty of bringing the game into disrepute and been sanctioned for it. The same comments also breached current legislation covering sectarian abuse and hate crime, he can count himself lucky that he has not been arrested and convicted.

          If you are unable to contribute any comments of a constructive objective and truthful basis then please don’t bother commenting. We have some decent TRFC fans who contribute here and I am sure they would echo my request that you disappear…………..preferably for good.

          Perhaps because this and other sites seek to establish the truth you are afraid of the consequences.

  7. Far Away Arab

    I have a spare five quid. How many SPL titles can I buy for this?

    • mick

      @far away arab you cant buy a title you have to win it via a football team in a league to date sevco have no titles as they are a new club 2 month old simple and not hard to understand unless your deluded

  8. Stu

    If the transactions are unwound during liquidation, then Sevco go back to being Rangers 2012 PLC and the titles can be stripped from that entity (assuming that is the outcome of the SPL investigation). I can’t see how any of the above could be treated as other than “gratuitous alienation”. Where are the liquidators, by the way?

  9. Robert D Bruce

    Paul,

    Why is it D&P assert that …” any sanctions the Commission may levy will not affect RFC 2012 PLC”?

    My reading of the situation is this. D&P are bound by the law, specifically the Insolvency Act 1986 and the Enterprise Act 2002.

    The Enterprise Act 2002 provides for a “pot” of money to be made available for creditors. The prime purpose of this “pot” is to try where possible to prevent numerous businesses going under on the back of one failure.
    Central to this Act is the proviso that HMRC are not treated as a secured creditor as used to be the case. The abolition of the Crown Preference means that HMRC join the queue along with everyone else.
    In broad terms the 2002 act provides for the pot to be made up of 20% of the first £10,000 of assets and 50% of the remainder up to a max of£600,000. The net worth of the assets from which this calculation is made is calculated AFTER D&P’s costs are met AND all footballing debts have been settled.
    Given that D&P valued the “Rangers package” at £5.5 million, then it is unlikely that there will be any cash to pay both the footballing debts and D&P, never mind leave a “pot” for the creditors but for arguments sake let’s assume that there was.
    Let’s say D&P had worked miracles and “saved Rangers”, given Charlie boy a bargain, paid themselves, cleared the footballing debts and left £200.000 in the pot for the creditors.
    Along comes the SPL tribunal – as it must – and investigates the alleged abuse of contracts (not EBT’s which is a matter for the Tax tribunal).
    While not prejudging events, let’s for arguments sake say, they find against Rangers. The guilty verdict brings with it a fine of £50,000 on each of three counts,let’s say. A total fine of £150,000. I’m not prejudging so I won’t (whisper it) mention the titles for now.
    Rangers (RFC 2012 PLC) are now in debt to the SPL to the tune of £150,000.
    ” ….any sanctions the Commission may levy will not affect RFC 2012 PLC” say D&P.
    Wrong.
    It will affect RFC 2012 PLC creditors – assuming, as I have, that there is a “pot” for them to share in. My assumption was of £200,000.
    Remember “footballing debts” take precedence over unsecured creditors.
    If the “pot” for sharing out to unsecured creditors was £200,000 it is now £50,000.

    Surely this IS a matter for D&P to be representing the creditors at a tribunal. Surely this is a matter that IS their responsibility as administrators.

    Charles Green does not have to turn up to give evidence at the tribunal because it is not his concern what happened before his arrival. D&P, however are misguided if they think that not representing the company for whom they are responsible will in any way prevent the panel from convening and hearing the evidence from the SPL advocates. D&P can choose not to defend the action if that is their wish however the verdict that is returned in their absence will still be binding and any consequences flowing form that can affect the remaining embers that was once Rangers Football Club.

    I will conclude by saying that I think D&P know that there is not a bolt left for anyone to get their hands on and that is their prime mover in not defending the action.

    BDO may well be picking up the pieces of this particular act of folly as well as dealing with myriad other aspects of this saga.

  10. LORDMAC

    THE PROPER WAY this should have been dealt with was, that Murray park and Ibrox stadium, should have been made out as a lease and the money from the lease would have been paid to the creditors, as the position was there, and it was always going to be, Rangers having a following and that then, would need a park to play in, and getting rent money
    would have been more of a way forward a sort of a “blue” chip lease
    sorry about the pun lol

    • carl31

      The question has been raised, here and on other blogs, of why an arrangement such as this was not set up. Questions remain over the title deeds to Ibrox and Murray Park.
      IMO the continuing involvement of Ticketus is more than just a possibility.

  11. K19

    Surely, if the ruling is the titles should be stripped from the record books of the club formerly known as Rangers FC and awarded to the next best team, the rights to the titles and trophies were not Rangers FC’s to sell in the first place?

    If Duff & Duffer have sold ‘stolen’ property to Sevco then it should be returned to it’s rightful owner.

  12. Marching on Together

    “RFC 2012 PLC no longer has a contract with the SPL and therefore the SPL has no jurisdiction over it.” That’s the bit of D&P’s statement that intrigues me. It seems to imply that the benefit of one end of the contract has been assigned to Sevco. However, unless the contract states that it is assignable without the consent of the SPL, which I very much doubt – it would be standard for it to say the exact opposite – then IMHO any purported assignation would be void, unless the SPL had consented. Which knowing the shambles at the SPL, is not beyond the realms of possibility.

  13. Pingback: Lord Nimmo Smith and Rangers – The Judge Sets the Gound Rules | Random Thoughts Re Scots Law by Paul McConville

Leave a Reply

Fill in your details below or click an icon to log in:

WordPress.com Logo

You are commenting using your WordPress.com account. Log Out / Change )

Twitter picture

You are commenting using your Twitter account. Log Out / Change )

Facebook photo

You are commenting using your Facebook account. Log Out / Change )

Google+ photo

You are commenting using your Google+ account. Log Out / Change )

Connecting to %s