On Possible Gratuitous Alienations, Good Faith and Sevco Shuffling

Many thanks to mick who reminded me of a very interesting snippet reported on STV.tv on 27th June, which I had previously discussed here.

“A spokesman for Rangers confirmed that there had been a transfer of assets between one newco and a second separate newco. He told STV: “For the avoidance of doubt, Sevco 5088 Limited bought the assets of the Rangers Football Club and then transferred them to Sevco Scotland Limited so that all the assets would be in the Scottish registered company that is Rangers FC.”

———————————————–

The Rangers CVA Proposal defined “Sevco” in the following terms in paragraph 4.17:-

“ … an offer was made by Sevco 5088 Limited (Sevco) …”

Para 4.19 stated:-

“Consequently, on 12 May 2012, the Joint Administrators agreed and signed an offer letter with Sevco (the Offer Letter) and granted Sevco exclusivity to complete a takeover of the Company or a purchase of the Company‘s business and assets by 30 July 2012. Sevco made a payment of £200,000 to the Company for such exclusivity.”

Para 4.23 stated:-

“In the event that either this CVA is not approved, or the other Conditions of the loan are not satisfied or waived by 23 July 2012, Sevco is contractually obliged to purchase the business and assets of the Company for £5,500,000 by 30 July 2012. All further terms of that sale have been agreed in advance and are confidential.”

So, it was all nice and simple. Sevco 5088 Ltd was to acquire the assets of Rangers Football Club PLC (RFC) from the administrators. The assets though ended up in the hands of Sevco Scotland Ltd, a separate company. As far as the title to the land goes, it is common for missives to be concluded in the name of the purchaser or its nominees, and therefore Sevco 5088 Ltd could acquire the assets and instruct the seller to transfer title to Sevco Scotland Ltd.

It seemed the issue had been resolved and clarified.

———————————————–

However, a look back at what Duff & Phelps later said is enlightening.

In their Report to Creditors in July Duff Phelps Report July 2012, Sevco is defined as follows:-

“Sevco Scotland Limited of Ibrox Stadium, Glasgow G51 2XD (Company number SC425159)”

The Report goes on to say, at para 4.1:-

“The Club continued to trade under the control of the Joint Administrators up to the date of the sale of the business and assets of the Company to Sevco on 14 June 2012. During this period, the Club was able to complete all of its remaining SPL fixtures and achieved second place in the final SPL standings for the 2011/2012 season.”

Para 5.47 stated:-

 

“As discussed in Section 6 below the CVA Proposal was rejected by creditors at the meeting held on 14 June 2012 and a sale of the business and assets of the Club completed shortly afterwards to Sevco.”

Para 5.48 stated:-

“… the Joint Administrators confirmed that a binding contractual agreement with Sevco had been reached and the business, history and assets were subsequently transferred from the Company to Sevco.“

The Rangers – Progress Report – 24 August 2012 to Creditors by Duff & Phelps defines the “purchaser and newco” as:-

“The Rangers Football Club Limited (Formerly Sevco Scotland Limited) of Ibrox Stadium, Glasgow G51 2XD (Company number SC425159);”

Para 4.6 states:-

“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.”

Para 5.2 states:-

“Following the sale of the business and assets of the Company on 14 June 2012, the responsibility for maintaining all trading operations passed to Newco which continues to operate Rangers Football Club.”

Para 13.4:-

“Under the SPA, Murray Park transferred to Newco on 14 June 2012. The SSC‟s security over Murray Park has been assigned to Newco.”

———————————————–

What does this mean and why might it be important?

D&P seem very clear. The assets were transferred to Sevco Scotland Ltd. They do not say that they transferred them to Sevco 5088 Ltd, even though that was the earlier plan.

The Rangers spokesman quoted at the top of the piece makes the position quite clear:-

“For the avoidance of doubt, Sevco 5088 Limited bought the assets of the Rangers Football Club and then transferred them to Sevco Scotland Limited.”

Why do D&P say differently? Surely the Rangers spokesman would, not get this wrong?

The relevance arises in the event that BDO, the soon to be appointed liquidators of RFC, seek to invoke their powers under s242 of the Insolvency Act to reduce any alleged gratuitous alienation  by the administrators. (In answer to Duplesis’ question, I have no doubt that they have that power as liquidators, even where the sale was by administrators, and I might, if time permits, write in moiré detail about that soon.)

If the position is, as indicated by the spokesman, that the assets went from RFC to Sevco 5088 Ltd and thence to Sevco Scotland Ltd, this potentially gives the ultimate owner, Sevco Scotland Ltd, now The Rangers Football Club Ltd, an extra defence to any court action seeking the restoration of the property to the liquidated company for the benefit of the creditors. (I will continue to refer in this piece to The Rangers Football Club Ltd as “Sevco Scotland Ltd” not to offend anyone but for clarity.)

As I have discussed before, it is for the purchaser of the assets to establish that an “adequate consideration” was paid for the assets.

If the party in ownership of the assets is not the original transferee, there is an extra defence, stated in s242(4):-

Provided that this subsection is without prejudice to any right or interest acquired in good faith and for value from or through the transferee in the alienation.”

Therefore, Sevco Scotland Ltd can defeat a claim of “gratuitous alienation” by showing that “adequate consideration” was paid.

If the Rangers spokesman is correct, Sevco Scotland Ltd can also do so by showing that it acquired the assets from Sevco 5088 Ltd in good faith and for value from or through the transferee in the alienation.

This applies whether in fact there was to be a transfer to Sevco 5088 Ltd but Sevco 5088 Ltd told the seller to put the assets in the name of Sevco Scotland Ltd. It also applies if the assets did become the property of Sevco 5088 Ltd and then were sold to Sevco Scotland Ltd.

The questions which would clarify this matter and save me wittering on about it are as follows.

For Duff & Phelps:-

With whom did you enter a binding agreement to sell the RFC assets? Was it Sevco 5088 Ltd or Sevco Scotland Ltd?

Did the transfer of assets take place to Sevco 5088 Ltd or to Sevco Scotland Ltd?

If the transfer of assets was to Sevco Scotland Ltd, was this as nominee for Sevco 5088 Ltd or was it a direct transfer of assets to Sevco Scotland Ltd as the transferee?

Who paid the purchase price – Sevco 5088 Ltd or Sevco Scotland Ltd?

For Mr Green (who, if you remember, in early July said that he would answer all questions within seven days – however, he did not mention which seven days – it was presumptuous to assume that he meant the next consecutive seven days perhaps):-

Who originally acquired the RFC assets from D&P – Sevco 5088 Ltd or Sevco Scotland Ltd?

If it was Sevco Scotland Ltd, was this as a principal or as nominee of Sevco 5088 Ltd?

Who paid the purchase price – Sevco 5088 Ltd or Sevco Scotland Ltd?

If Sevco 5088 Ltd acquired the assets, what consideration was paid to it by Sevco Scotland Ltd?

If Sevco 5088 Ltd had the assets transferred to Sevco Scotland Ltd as its nominee, what financial arrangement was there between the two companies?

———————————————–

The answers to these questions would go a long way to establishing the battleground should BDO seek to reduce the transfer.

For example, if it is the case that there was not “adequate consideration” paid by Sevco 5088 Ltd, but, if Sevco Scotland Ltd paid Sevco 5088 Ltd, or ultimately had paid D&P, for the assets, then they would simply require to show they had acquired them “in good faith” from the original transferee.

It would turn out to have been a remarkably fortuitous event, or a sign of the undoubted business prowess of Mr Green if it turned out that the assets acquired in good faith for £5.5 million were actually worth nearly ten time as much, as stated by Mr Ahmad, Director of Sevco Scotland Ltd, and this “on a bad day”.

Imagine buying a plot of ground from an administrator of a bankrupt company and, a few days later, being lucky enough to discover that the ground is now needed by a supermarket chain to give access to its new multi-million pound store! It seems to be the case that something similar has happened here – the assets of RFC have been acquired for what D&P considered a fair price, and it is only upon taking ownership that the ultimate purchaser realised the value of what it had bought!

As I have said before, Mr Green is in pole position for Scottish Businessman of the Year 2012!

There is a lot to be written about what “good faith” means here, but that is for a later post. However, no one should  take from the above any implication that Sevco Scotland Ltd were in mala fides. The answers to the questions I posed would help clear up the matter once and for all.

Posted by Paul McConville

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142 Comments

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

142 responses to “On Possible Gratuitous Alienations, Good Faith and Sevco Shuffling

  1. John Mac

    Good Sir, I do believe you are the rightful successor to the crown vacated by Mr RTC.
    This blog has become the number one port of call for insight into the whole Rangers/Sevco debacle. Outstanding, or to borrow a from the aforementioned RTC, chapeaux!

  2. Marching on Together

    Paul

    “Bought” is not exactly a precise legal term in Scotland, so I think we can forgive the looseness of terminology used by the Rangers spokesman here. I do not believe that they are incurring the cost of running everything they say past lawyers first.

    To answer your questions, I have no doubt (as I posted some weeks ago when this query was first raised) that:

    1) D&P entered into a binding agreement with Sevco 5088 Ltd, which agreement gave Sevco 5088 Ltd the right to nominate in whose name title would be taken to the various assets (and they could have been different end destinations);

    2) title to the heritable assets would have gone to Sevco Scotland Ltd, direct, with no intermediate transfer. Doing it any other way would have incurred unnecessary stamp duty land tax. As to the moveable assets, I suspect they all went to Sevco Scotland Ltd as well, although rights to pursue various legal actions could have gone elsewhere. On the basis that Sevco Scotland Ltd was to apply for the SPL and SFL membership, then certainly there are certain football assets they would have needed to own. Again, I see no benefit in doing an intermediate transfer to Sevco 5088 Ltd;

    3) the transfers would have been to Sevco Scotland Ltd as transferee;

    4) Sevco 5088 Ltd would have contracted to make payment, although the contract could possibly have also provided for Sevco 5088 Ltd to procure payment to D&P. I am guessing here, but I would be pretty sure that payment would have been made by Sevco Scotland Ltd.

  3. Sprotson

    If I want to sell my house then how much is it worth.

    It is either the value that someone is prepared to pay or the market value of the assets that were used to build the house.

    Now I do not know what the value of the individual parts of Rangers were, however I do know that no one put in an offer for the Rangers assets that were more than Charles Green paid

    • mcfc

      @Sprotson

      Duff & Duffer were not obliged to take any offer. Acting in the best interests of the creditors – that is the CREDITORS. They could have invited offers for a minimal package to continue a football club (eg Ibrox, players, good will, trademarks) and invited offers for assets not essential to a football club such as Murray Park and the car park. Or in the interests of the creditors they could have just auctioned everything of in separate lots – a continuing football club was not an essential outcome in D&Ds role representing the creditors.

      Is it difficult to see that D&D do not appear to have shown much imagination or determination on behalf of the creditors.

    • If you wish to sell your £100,000 house, say to your son, for £1, the taxman would take a very keen interest in your avoidance of capital transfer tax. The result would be a tax bill for the difference between sale figure and actual valuation, as if it were earned income in that tax year.

  4. AntoniousF

    Great post Paul, although I had to read it twice to understand the ramifications.
    your 3rd last paragraph reminds me of that scene from ‘Only Fools and Horses’ when Del Boy finds the watch in his garage and takes it to auction, only to find it is worth a fortune (6.2 mil to be exact). check out this clip at 4 mins 13 secs. I am sure that is how Mr Green felt when the final assets deal was done.

    • Maybe Den and Rodders should be the Scottish businessmen of the year…..they made more, in relative terms of course, they also have the readys to buy Sevco and have change left over……. we ve had worse days…but not many……..should be the new catch phrase from CG

  5. iain

    One hard and fast fact which is regularly omitted in this wishful thinking/debate into supposed under valued sale of the assets is that there were several party’s interested in buying the assets of oldco and that the eventual successful party bid more than at least three other party’s.

    Could Paul give his opinion as to whether these bids give a reasonable indication of the true value (ie the value that someone will actually pay) of the assets that were sold?

    I wonder also if he will give opinion as to whether BDO will be interested in the “gratuitous alienation” of the £2.5 million appropriated by the SPL and divvied up amongst it’s remaining members? (I do understand however there is little appetite to think about that amongst the target audience of this blog)

    • Ian for a start there were bids of a higher value that were discounted by Duff & Duffer, all from loyal big named so called fans so maybe you could answer why they were not considered?

      Also your comments regarding “the £2.5m appropriated by the SPL” is a slur on Scottish football, while I may not have any great love of many of the individuals who operate all three Scottish footballing authorities you are totally out off line in these comments. They are worthy of coming from the ignorant buffoon James Traynor.

      SPL legally receives monies from sponsers and clubs alike in order to distribute as support funds and prize money. They did not APPROPRIATE anything. They are the legal holders. It is at their discression that funds are distirbuted to memebers clubs.

      I assume you are referring to the “prize money” that RFC would have received as runners up in the SPL season 2011-12. Given that they owed millions to clubs both here in Scotland and the rest of Europe never mind duff and duffer deliberately delaying the final meltdown in order to attempt to secure these funds when they should have gone POP back in February as everyone knows and understands, do you honestly think and believe that there was anything wrong in withholding these funds to settle liabilities and distribute among the other clubs in order to see them survive. Or do you think they should have been handed over to RFC/D&P to squander on everything from red wine and succulent lamb to pies for the masses and maybe a little to line the fat cats at D&P pockets??

      Interested to hear you objective justified reasoning behind your comments and thoughts.

      • iain

        The “higher” bids were received after several months of bids being received and negotiations taking place and after a final closing date was declared.
        But given that the higher bid was in the region of a half million more than the successful bid, do you think that would have been sufficient in regards the topic above? Perhaps Paul could comment?
        If that bid had been accepted we would still have had claims the sale was undervalued, so I do not believe it affects my question. Would the existence of several actual bids give any indication of the real value (ie what someone would be willing to pay) of the assets?

        Your comments on the missing £2.5 million may hold up in some way if any of it had been distributed to football debtors. None of the £2.5 million went against footballing debtors. All of it was distributed as an extra “windfall” to remaining members of the SPL. The SPL even welched on the £40k they had agreed to pay to Dundee United! Yes…they even refused to take £40k from £2.5 million to clear a minor debt!!

        The only morally justifiable destination for that £2.5 million was into the creditors pot of Oldco.
        For those that are supposedly outraged at creditors going without to justify the withholding of £2.5 million is to be very honest, laughable

      • p groom

        and don’t forget that green so nobly agreed not to claim that prize money. his tongue must have come out through his cheek…

      • Bill Fraser

        On your first point, I seem to remember Bill Ng putting in a bid of £20M only to be told by D&P that he could drop it to £10M as this would be sufficient to win the bid. Was this the action of an administrator who was looking after the best interests of the creditors?

      • cam

        Amazing!!,,”a slur on Scottish football”,,,”totally out of line”,,”deliberately delaying”,,”lining pockets”.
        Selective reasoning of the first magnitude.RFC under the SPL rules were entitled to the prize money which should then have gone to the creditors.That seems a logical chain of events and may need to be investigated by BDO.
        When Duff and Phelps conduct is investigated and they are disbarred from practising for 10 years then we shall have proof positive of wrongdoing.If any expert in here can show evidence of misconduct by D&P then please take it to the appropriate authorities.Until then we shall have internet lawyers/financial experts postulating on the big conspiracy whilst wearing green tinted glasses.
        The big tax case is placed at number three in the Celtic fans wish list.Numero uno being the new bogey man ,,,,BDO!!!,,,yes folks at a cinema near you roll up to see the monster being slayed.
        Number two is the kangaroo court organised by Neily and the bhoys.
        Once Rod and the Bhoys down at Harper MacLeod have done their duty maybe they could investigate D&P,I’m sure Neily could use the prize money to fund this. All in the name of sporting integrity of course.
        PS i sold my old car for £500 but my pals told me its worth £5000 should i get BDO in to get my dosh back or kick my own backside.
        What a bargain that the Bhoys missed out on,,they could have sold one of their world class players,bought the Gers and opened up a theme park.

        • mick

          @cam the proof is in the figures green got for less than murry paid 6mil in 88 5.5 mil in 2012 its tesco time

        • Ernesider

          Cam

          ” should i get BDO in to get my dosh back or kick my own backside.”

          Get someone else to do it. You would probably miss.

        • ecojon

          It is already a theme park and cost us nothing to achieve 🙂

        • cam

          I hope that the SPL (society of peter lawwell) are getting a wee break from Harpers Bizarre and its a pro bono deal.

          • Aw cam! I was with you for a bit there when you rightly talked about the yet to be revealed evidence of wrong-doing – of course, nothing is out in the open yet, and I’m sure the debate would not be so extensive on here if it were. Paul’s mainly just asking pertinent questions, after all (wish some other people would). We’re all looking for answers.

            But then you spoil it with rubbish about the ‘Neilly’ and the ‘bhoys’ at Harper mac, etc and so forth. Come on! This is school playground guff -when Rangers are on top, Celtic get the shitey end of the stick, and when Celtic are on top, the league is run by Lawwel and his ‘bhoys’. Please.

            The fact is that Rangers imploded under a cloud of yet to be fully ascertained god-awful management and possibly criminal practices, most of it kept from the fans and the authorities. The SPL panel/commission whatever being held is just a result of that, as is the fact that what was left is now in Div3. There are still possible criminal proceedings, and while we don’t know what the HMRC is going to come out with, we’d all be near-astonished if it did not have some grave repercussions for the people who ran the club into the dust.

            But even now, in its Newco format, the club is still carrying out its business in a none-too transparent way. Who’s behind it all? We still don’t know. Are you happy with that? Given the effect Rangers’ demise has had on the whole of the Scottish game, is it any wonder that non-Rangers fans have as much interest in finding out the truth as anyone?

            OK, there’s the added animosity between the sets of supporters, but if you leave that aside, there are still real problems and real questions to be answered – and no one is keen on letting on as far as I can tell.

            • Ernesider

              Good stuff Kenny

            • cam

              I have no probs with any investigation into alleged wrong doing and everything that happened to the mighty Gers is self inflicted.
              Having a firm of lawyers used by Celtic and praised by Coyote Pete with Rod McKenzie playing centre forward and Mr Fullerton being on hand as a consultant does tend to raise an eyebrow.
              I will be perfectly clear on one thing if the other SPL clubs suffer any financial hardship then thats too bad they should run their clubs more efficiently and not be reliant on the Gers cash cow.
              In 20 years from now when the witch hunt is over and the Gers burger seller has been released from Bar L for watering down the tomato sauce the mighty Gers shall be stronger fitter and faster.
              As to Paul just asking pertinent questions well if i check at the side of the page and see the topics that are discussed under random thoughts by an Albion Rovers supporter then i’m sorry m’lud but as the actress said to the bishop ” i ain’t swallowing that”

          • So @cam the questions posed by Paul above aren’t pertinent? I (and I would guess most of the readers on here) think they’re very pertinent indeed. Or are you just not interested in possible misfeasance (maybe even malfeasance) surrounding the implosion of “the mighty Gers”?

            So much for “transparency.”

    • It is not Paul who needs to justify this, the deal was structured by Duff and Duffer, as usual you entirely miss the point. Duff & Duffer were supposed to be acting on behalf of the creditors.

      It appears on the face of it that whatever valuations have been placed on “the assets” they are as we have said all along massively under valued. I agree the sale price is only what someone will pay for it but if that was the case then D&P should have liquidated th assets to raise more money than the pitance raised in the SPA.

      This is the issue at the heart of it, if the new owners having just aquired the assets and then distanced them to prevent any legal redress in the future could pay £5.5m and then week later tell everyone on a bad day they were worth 10 times this amount at £55m then there is something very very wrong wit how this deal was “put together ” from the very first day.

      If you think that on all the evidence provided to date that this is a straight deal then I can only assume that your are either working with D&P or parties associated with this scam or very naive.

      • iain

        I didn’t ask him to justify it….so I am afraid it is you who misses the point.

        I simply asked his opinion on those bids and whether they have any effect in establishing the actual attainable value of the assets sold. It’s just that in all the pieces written I have never seen this point referenced.

        Who is to say the assets would have been worth so much more if broken up?

        How much exactly is a football stadium in Govan with a listed stand worth? I don’t know…do you?

        • Robert D Bruce

          Iain,

          Mr Ahmed seems to know. By his reckoning the assets are worth £50 mill on a bad day.
          Perhaps the assets if sold of separately may have been worth more and perhaps less, but the man who acquired the total package seems, by his reckoning alone to be 1000% ahead of the game.
          I don’t think there is much need for anyone else to do the sums to define the actual attainable value.

          http://www.youtube.com/watch?v=1jPOT4mP8c8

          The answer is in the link

          • Marching on Together

            There is a world of difference as to the value of Rangers’ assets with a fan-base onside and a continuing club, and the assets individually broken up and accompanied by death threats, boycotts and violence.

            While I am confident that BDO will find evidence of D&P wrongdoing, I am willing to predict that gratuitous alienation of the assets is not one of them.

        • ecojon

          @iain

          You state: ‘How much is a football stadium in Govan with a listed stand worth? I don’t know…do you?’

          Just your usual whataboutery to try and detract from the serious item under discussion. If you bothered to do any homework you would find that D&P know exactly what Ibrox and Murray Park were estimated to be worth as they had valuations carried out by surveyors on each under two different bases. That info is in their report but the figures have not been published although will become known to BDO in due course to assist their deliberations on the matter.

          You also pose the question: ‘Who is to say the assets would have been worth so much more if broken up?’ Very good iain, who indeed, when we don’t know what figure the valuations gave or whether there might have been more raised if sold separately. I don’t think it takes a rocket scientist to see that if sold separately then there is a strong suggestion that they would raise more cash as the pool of interest would widen. Of course if after the AIM flotation if the assets are sold and leased-back we may get an idea of value closer to reality.

          However, you miss the actual point. Irrespective of what D&P raised I don’t think any reasonable-minded person would reach the conclusion that there would have been more money for creditors if the assets had been sold to the highest bidder as that would have enormously reduced the costs racked-up by D&P.

          As a football supporter that would have indeed been a black day but I think creditors have been dunned out of the rights to receive as high a payment as possible by D&P actions. Hopefully BDO will be able to claw-back some cash that can go to the creditor pool.

          I know that might not please Rangers supporters but at the end of the day Rangers got itself into the financial position it did all on its own – mainly by following false prophets and this appears to be a flaw in the Ibrox support except for a very few who warned about Murray and Whyte and recently who also warned about Green who has now been embraced by the majority of the support.

          • jacob1972

            @ecojon. Spot on. Given the costs of running the administration it should have taken them about a month to figure out that there were no big interested parties to rescue the club via a CVA and that liquidation was the only way to recover monies for the creditors. Thus, as you point out the key issue is why the team was not shut down immediately.

            Where I do disagree with you is on the individual sale of assets being worth more than the whole. If the assets were sold separately then I believe they would have been accompanied by various threats etc to anyone involved. Consider the Sun’s recent U-turn and the possibility that that decision was the result of a financial reality check versus irate fans. Not worth the hassle.

            So that leaves the whole, and very few bidders at all. What I remain most puzzled about, and slightly disappointed is that for all their loyal support and wealthy former players, Rangers couldnt organise a £10M buyout of their own.

          • iain

            Quick question eco…do you know what “whataboutery” actually is?
            It’s just that you seem to throw the term about with gay abandon and in all sorts of contexts.

            The last paragraph there..as it happens.. about who did or did not get Rangers into a financial mess probably would count as “whataboutery”. Or at the very least that other internet forum tactic of “deflection”.

            I find it strange you mention BDO getting as much money as possible for creditors incidentally, and the horrible job D&P have made of doing so, but fail to address the question of the missing £2.5 million.

            How queer

        • Iain,

          I wrote a post re the fixed asset values previously. Here is an extract from it.

          “In the CVA Proposal, dated 29th May 2012, D&P placed a value on the freehold properties of £4,590,214. This however was the value of the assets, based on the valuation prepared by D&P’s instructed valuers, less the cost of holding the assets for two years and then disposing of them.

          I know that this saga seems to have taken a long time, but it has not been two years since D&P came on the scene.

          Therefore that suggests to me that the actual value of the freehold properties, as assessed by the valuers, was in excess of £4,590,214.

          How much did D&P attribute to (a) maintaining the properties for two years, and (b) how much to selling costs?

          Taken at 2%, which is being generous to D&P, that would amount, VAT included, to in excess of £100,000. Costs of maintaining all the fixed assets for two years could be in excess of £300,000.

          Therefore, on a rough but I think reasonable approach, the value of the freehold properties would be around £5 million at least.

          On 14th June 2012, 15 days after that proposal was made, the heritable properties were sold to Sevco for £1.5 million.

          I have a couple of questions therefore for D&P and for Mr Green, should he choose to answer them.

          1 What was the valuation of the freehold properties arrived at for D&P?

          2 How did D&P arrive at the valuation of £4,590,214, as shown in the CVA Proposal?

          3 What figure was stated on the dispositions transferring title to the freehold properties to Sevco?

          4 What valuation has been put on those assets for the purposes of Stamp Duty Land Tax?

          5 Can D&P explain why assets valued at around £5 million can be sold, two weeks later, for £1.5 million?”

          Does this help?

          And the quote from Lord Cullen in my previous post re gratuotous alienations is, I think, helpful.

          • iain

            Does this help?
            Well it certainly puts a different slant on the figures as opposed to the £100 million + figure bandied about.

            But as yet you haven’t given an opinion as to whether the several bids received under the bid of Green’s could be taken as evidence of the actual attainable value when BDO come to look at it?

            • Marching on Together

              Exactly. In addition, you do not know what conditions were attached to the underbids, that might not have been achievable, or would have reduced the value even more.

              There will be no finding of gratuitous alienation, I am willing to bet.

            • iain

              Or now I come to mention it, whether BDO might like to have a stab at getting the missing £2.5 million into the creditors pot.

        • Carntyne

          What I find strange is that the assets were valued on Rangers audited accounts for at least five years at between £120mill and £140mill.

          Grossly over valued of course, but there was a purpose.

          Charlie Green bought those same assets for £5.5mill.

          Grossly undervalued, but again for a purpose.

          Can anyone guess what the purpose was?

          The whole thing stinks, just like the running of Rangers for the last twenty succulent lamb years.

        • listentoyerda

          What is a stadium in Govan with a listed Stand worth? TOO MUCH! for all the Multi Millionaire Rangers Fans,who allowed the Club to DIE!

      • Marching on Together

        You miss out one crucial element in assessing the value of the various assets. The Rangers assets are worth X to someone with the intention of continuing with Rangers as a football club and trying to keep the fans on-side. The assets are worth Y to someone without that intention buying liquidated assets. Due to the attitude of the fan-base to the latter, the death threats, the assaults, the boycotts and all the other nasty elements that will occur, then Y is likely to be very much less than X.

        That may not appear in any legal or accountancy textbook or indeed in the Red Book in assessing valuations, but it is a very real factor for any prospective purchaser. Indeed I would hazard that Y is in fact less than zero.

        • ecojon

          @Marching on Together

          I’m afraid that I don’t agree with you there – developers carry out major developments in extremely dangerous areas of the world and they wouldn’t bat an eyelid about for instance levelling Ibrox and building a supermarket there or an overflow carpark for the Airport. The thing about developers is that they are only in it for the cash and if they get any hassle then they are usually well-enough connected to be able to deal with it.

          • Marching on Together

            Well we will have to disagree about that one. In any event, your argument misses out reality of the end user who takes the development off the developer, who would be subject to all sorts of boycotts, threats etc etc., and they are rarely connected in the same way as developers might be.

            In any event, the property finance is currently not there to fund such speculative deals, unless an end user is tied in pre-demolition. Finally, there is no chance that the cooncillors on Glasgow City Council would vote through planning consent for knocking down Ibrox, or at least the unlisted part, unless the Rangers fan-base are on-side with it.

            No developer would touch this with a barge-pole. All these dreams of Tesco towers is just wishful thinking by those with green-tinted specs on.

        • Ernesider

          Marching on Together

          “Indeed I would hazard that Y is in fact less than zero.”

          MOT. Sadly you you have clearly explained the problem of getting some significant compensation for those left out of pocket by Rangers cynical financial practices.

          However as regards your last sentence, I would have happily contributed a few grand and been confident of collecting considerably more, just to have that obnoxious monument to sectarianism bulldozed.

          • Marching on Together

            I never understood by a group of like-minded fans of notRangers did not band together, and make a bid for the contents of Rangers’ trophy room.

      • mick

        @michael1888 hi michael well said really enjoyed your comments the whole deal is a scam dont forget the valuation murray done over a 100mil although this was a bit inflated also murry paid 6 mil in 88 so for it to go for 5.5mil 25 year later tells us its well and truely stinks

  6. Jimmytwolegs

    Is your post anything to do with what John Brown ( remember him ) was going on about before the season ticket sales kicked in?

    He ( John Brown ) was going on about show me the deeds and who own ibrox etc.

    After nearly 9 months I am still confused by this .

  7. if this was me I would be asking
    my family to try and get the bail money
    what a carry on they are pulling

  8. Mick

    Thanks for a mention in the article Paul such an honour ,it’s such a blatant con the deal a just hope bdo sort it out also yesterday we were discussing lord hodge and his report into d&ps being independent of whyte ,then also we have the word phonixisim to contemplate so greens well walking on.thin ice

  9. dan

    As a subscriber to Private Eye, I invariably struggle when trying to make sense of the City Slicker section, dealing, as it does, with convoluted–and dodgy–dealings in the City. I had similar difficulties getting to grips with this post, so could we see if I’ve gotten it right?

    If ‘gratuitous alienation’ took place, it did so between the Administrators and Sevco 5088Ltd, but not between Sevco 5088 Ltd and Sevco Scotland Ltd. In that transaction, Sevco Scotland Ltd acted ‘in good faith’ and were not the knowing beneficiaries of a ‘gratuitous alienation’. Is that right?

    If it is, and BDO decided to take the matter to court, wouldn’t his Lordship find it odd that the CEO of Sevco 5088 Ltd and Sevco Scotland Ltd. were on and the same person, i.e. Mr Green?

  10. mick

    @dan there seems to fruadulant activities going on via d&ps and cg as murray and whyte are coming to the end of there sentances will green and d&ps be getting there cell its shocking and not the norm in scots law a have a feel our courts are about to hammer them via police charges

  11. JimBhoy

    @Iain and @michaelk1888 the culpable parties in all of this are D&P simple as that. They have done oldco or newco no good whatsoever.

    They should have known the full worth to a sale point of oldco and known enough about the SFA/SPL/ EU law to know what monies may be withheld if newco were not a part of the SPL when the sky monies were to be paid. They seemed ignorant of TUPE law and transfer monies due, ie, Jelavic cash that effectively went to Newco (How could that happen).

    Their CVA nonsense was just that, most people realised that way before it was rejected.

    It’s been smoke and mirrors all through this campaign by them not to mention many erroneous entries in the various legal documents they have put out, most of which (discrepancies) have been captured by paul in various blogs.

    My question is this…. Would it be better long term for BDO to reclaim the assets of Rangers and insist on a resale but with a continuation of the footballing side or would most fans want to see them continue on the road they are presently on.

    • Ernesider

      JimBhoy

      Think you have summed up very well. However would not expect much from BDO as regards rectifying the situation or exposing the dodgy dealings.

    • ecojon

      @JimBhoy

      As usual agree with your analysis but would comment that I am genuinely unsure what road Rangers are currently on and whether the management and support are actually on the same road – they may even think they are but I wonder?

      • ecojon

        I should probably have said ‘mystery shareholder owners’ rather than management as Ally actually isn’t on the road but caught in a trap.

        • cam

          Nah he aint caught in a trap,,,thats just your suspicious mind,,boom boom

          • cam

            I think i have you all shook up and crying in the chapel but just remember you aint nothing but a hound dog and you aint no friend of mine.
            ps help mick the mangler or he will be doing the jailhouse rock

            • Ernesider

              Cam

              You missed out on Suspicious Minds & Don’t Be Cruel

              I would put forward, “Blue Eyes Crying In The Rain,” Elvis’ s cover of a Willie Nelson song. And perhaps “I Got Stung” for all the unfortunates that were foolish enough to have dealings with the mighty gets.

            • Mick

              Cam your deluded and twisted. Tour name calling because you know we’re right and the bampots are on to a winner here it’s a con the whole deal your teams 10nildown on the back peg with 2mins to go

            • Ernesider

              Meant to write gers, maybe a Freudian slip or should it have been Gits?

            • JimBhoy

              It was a genuine if not highly speculative question to ANY rangers fans on this blog….
              “My question is this…. Would it be better long term for BDO to reclaim the assets of Rangers and insist on a resale but with a continuation of the footballing side or would most fans want to see them continue on the road they are presently on”
              Adding that the resale would most likely involve real interest from those Ranger’s minded who showed some interest previously????

            • Mick

              All this talk of elvis reminds me of thrfc tribute act just like elvis lives on as a tribute so does old co

            • cam

              ernie boy i will give you a thumbs up,,,and the SPL teams like poor wee Hearts can have ,,”are you lonesome tonight”

            • mick

              @cam why you think al be jail house rocken it ?your deluded and dreaming and full of sxxt

            • Ernesider

              Mick

              This video lark is addictive

              Cam

              Thanks for awakening old memories

            • Ernesider

              Cam

              Unexpectedly I am genuinely saying thanks. Here’s another Elvis memory. And I suggest his “Green Green Grass of Home.” I know they are covers, but he did everything so well.

            • mick

              a dont do jail house rock a do it scheme style

    • I agree entirely however the root of the problem lies further back when D&D were “appointed” at the request of Whyte, this still has to take into account exactly WHY??? there is probable collution between D&D and Whyte or “his companies”. this has still never been presented or disclosed to either the courts or made public…..why not??? Are they just hoping that like during the time wasted from Feb to May we would all get bored and forget??

      My responses to Cam and Iain have been sufficiently covered in Paul and others replies so thanks to you all. It shows that on this blog there is a growing knowledge from all readers and now more posters of the web weaved in this sorry tale.

      One final point though ……maybe Cam and Iain bit just a little too hard on the James Traynor jibe……..nice to see the MSM taking note if not notice…

    • mick

      @Ernesider the video is a great tool in modern media as the say a pic is better than a thousand words am saying a vid is better than 2 books of words

      • cam

        Yes Elvis truly was the king.Cue music,

        Are you lonesome tonite?
        do you miss us tonite?
        are you sorry we drifted apart?
        do the seats in your stands seem empty and bare?
        do you gaze at your turnstiles and picture us their?
        is your bank balance full of pain?
        shall we come back again?
        tell me Vlad
        are you lonesome tonite?

        • next casualty HMFC, but then they have had financial problems going back over 20 yrs to Wallace Mecers days so I would nt be surprised, they lease the ground as the stadium is ring fenced if I recall so a quick in and out of administration is all that is required, do it now and the pts might just see them survive SPL although I doubt it.

      • cam

        This is more like it a wee singalong,better than fantasising about financial mince.Mick i can’t risk viewing your vids as i would have to lower my firewall and expose my systems to your code mangling techniques.
        Ernie it nice to see you don’t have a wooden heart.
        Eco;a little less talk a little more action
        TBK; let me be your teddy bear
        HMRC; return to sender
        Regan and the SFA; all shook up
        Harper MacLeod;suspicion
        the mighty Gers; the wonder of you
        PMacG; In the ghetto
        Paul; you’re the devil in disguise
        Lennys son after the Barca game; don’t cry daddy
        Me; a big hunk of love!

        Right i’m off to watch the Mighty Gers in the pawnbrokers cup.

        • mick

          @cam you not watching oldco tribute the ranjers on alba lol

          • cam

            yes and they are rank,,,but don’t worry we will be ok cos Ally has his arms folded and his serious face on!
            So you’re an auld Schemie?,,,i will dedicate Strange to you my son,John’s guitar playing on that is Claptonesque

        • @cam Wee bit cheeky you having sly digs at Mick’s occasional spelling idiosyncracies when you are apparently a total stranger to the correct use of punctuation doncha think?…

    • mick

      green and whyte lol

  12. Hector has announced that the big tax verdict due in October.
    I have just recently returned from my local shop, a tin of beans I purchased, I enquired if the price included the history and any awards that the bean maker might have gathered over the years, Yes it does! I am now the owner of the historyof 57 varieties of beans and such stuff, all for a pound!! Unless my local shopkeeper was wrong in assuming I can buy the history of something, is he?

  13. ecojon

    @jedi01

    With a can of beans it’s not to much the history you purchase but future memories when your actions leave a bad smell that will also be remembered by everyone else 🙂

    I note again today that the amnesty with the nice people of SFL3 is definitely over as rangers talk about going to ‘war’ with them. Even the imports have quickly learnt the first lesson of Ibrox: ‘It’s always someone else’s fault@. Might be better if the team and their manager worked on the football problems which have dogged their away play and rather than resorting to warfare perhaps playing football might get the desires results.

  14. Duplesis

    A few points in response to some of the comments above.

    As Ecojon says, D&P did obtain a valuation of the assets on a liquidation sale. This valuation was in fact published by them – its is available on the comparison page of the CVA. The liquidation valuation was £4,790,214, which means the Green purchase price exceeded the liquidation valuation. Unless it is being said that D&P committed an outright fraud, and published false figures for the liquidation valuation, Green’s purchase at first instance is better than the sums which would be achieved on liquidation. That might also of course allow Green to respond to the gratuitous alienation point – adequate consideration was paid, since it was the best offer made, and exceeded the liquidation valuation D&P obtained.

    And Green’s asset/business purchase offer was the best offer made after Bill Miller’s offer was withdrawn. TBK didn’t make any offer to purchase the assets/business at all, only for a CVA, and the 3rd bidder at that point (who I believe was Bill Ng coming back in) offered no CVA, but £5m for the business and assets (all as per D&P’s interim report of 10th July.)

    Green’s consortium was the only one offering both a CVA and an asset/business purchase. The CVA offer was better than TBK’s, and the asset/business purchase offer was better than the 3rd bidder’s.

    Green in addition provided £500k to fund the plc during consideration of the CVA – with the unused balance refundable. Ultimately £280,924 was used (see 24/8/12 D&P report), meaning in total Green paid a little over £5,780,000. (nb, this isn’t the exclusivity payment, which was also made, but was a payment to account of the £5.5m)

    In terms of he actual taking of title, there was never any title to Ibrox or Auchenhowie taken by Sevco 5088. The Land Registry confirms the registration of a deed granted by the old plc i.f.o Sevco Scotland for both these properties (I don’t know the Albion car park position.)

    • ecojon

      @Duplesis

      I was sure that MP and Ibrox were valued on two separate bases. One may very well have been on a liquidation basis and the other possibly as a going concern. I never noticed the valuations being published and will have another look at that but if you look up you’ll see that Paul has referred to the CVA figures.

      Albion Car park seems to be locked-up for 20 years from memory because of a lease and to be honest I’m not sure that it formed part of the assets sold. I suppose the lease could be bought out but who knows is the carpark not actually ‘owned’ or the lease held by one of DM’s sons companies? Just a bit of the puzzle I haven’t looked at in depth 🙂

      • ecojon

        @Duplesis

        What then do you make of Paul’s statement: ‘On 14th June 2012, 15 days after that proposal was made, the heritable properties were sold to Sevco for £1.5 million.’ How does that tie-in with the £4,790,214 valuation do you think?

        • Duplesis

          @ecojon @1:55

          It’s a fair point, although the £1.5m is just a figure attributed to the heritable assets by D&P in their statement of receipts. We don’t know whether Green’s offer broke down the purchase price into components or was just an overall figure for everything. On a straight overall comparison between what was estimated for the assets in liquidation and Green’s offer, Green beats the liquidation figure.

          A figure for the price of the heritage would have had to have been set out in the disposition for the purposes of SDLT etc, and it would have had to have been justifiable, but I don’t know what that was.

          • Marching on Together

            The apportionment of the purchase price in the contract (or the provision made in the contract for it to be agreed later) amongst the various classes of assets, will bear no real relationship to the actual value. It is determined by the tax advantages or disadvantages to the buyer and seller of increasing the sum attributed to one class and decreasing that to another, at least to the level where HMRC will not object.

      • Duplesis

        @ecojon

        yes – I believe the position re the albion is as you say, and I’m not convinced it formed part of what was bought by Green either. I believe the Albion was subject to a standard security ifo Premier Property Group (or something like that), which is a Murray company. I haven’t seen reference to a to a discharge of that security, nor a declaration to companies house that RFC Ltd acquired property subject to that security, so I suspect they don’t actually have title to it.

        The CVA offer has estimated outcome statements for CVA, sale of business/assets, and liquidation. The liquidation outcome shows a valuation of “freehold properties” as £4,590,214 No other assets were shown as having any value – the additional £200k is the exclusivity fee.

        • ecojon

          @Duplesis

          Of course we are left with the question of when is a liquidation actually a liquidation and when is a Phoenix Company actually born. I don’t raise this specifically re Rangers but a helluva lot more has to be done to secure creditors. I believe HMRC are taking legal steps to get back nearer the top of the preferred/secured creditor pile.

          But it’s usually the small to mid size creditors that really get hurt in these situations and they are usually the ones least able to take it.

  15. carl31

    I seem to remember reports at the time of 4 interested parties that had all progressed to a certain stage of discussions with D&P. That was 4 – other than CG who’s consortium arrived late on the public scene, but apparently had been involved behind the scenes.
    Of the other 4, only 1 sought a non-liquidation solution – from memory it was the Paul Murray led group.

    Given that anyone, who had cared to read the HMRC website re their stated policy in these cases, knew there would be no CVA, CG going down the route chosen inevitably would have led to liquidation.

    Taken straightforwardly, the CG bid was less than some reported bids of c.£10m-£11m.

    • Duplesis

      @carl31

      Yes, but only a few stayed the course and actually became formal bids, other than Bill Miller. Miller’s bid was subsequently withdrawn, as you know.

      Ng’s consortium were apparently offering £12m, but they withdrew their bid after the changes to the SPL rules re financial fair play. The TBKs offer at this time seems to have rather fallen apart (a party designated £the investor” by D&P withdrew support – I assume Ticketus)

      There was an offer of £30m, but D&P seem to have treated this as something of a hoax, and no proof of funding was ever provided by the bidder, and it simply doesn’t seem to have progressed to any credible bid.

      After Miller’s bid was withdrawn there was essentially interest from what I believe was Ng’s consortium, TBK+BK and Green.

      Ng was offering an asset/business purchase at £5m, which was less than Green’s asset/business purchase, and no CVA.

      TBK+BK were offering a CVA at £5.5m, which was less than Green’s CVA of £8.25m, and made no offer for asset/business purchase.

      Green’s offer was clearly better than either of the others still standing by that point.

      The truth is that after an extensive and convoluted bidding process, the best bid on the table was Green’s. D&P’s interim report of 10th July sets the process out in some detail, and I think provides a credible explanation for why the process developed in the way it did.

      • iain

        That seems to be the actual reality.
        Green bid the most.

        Dreams of BDO coming in and reversing the decision are just that.

      • ecojon

        @Duplesis

        I always though at best the CVA/No CVA dual approach bidding was wrong in any case. I think the CVA bids should have been dealt with and if the CVA fell as it was 99.9% certain to do because of the HMRC well-known position on these matters then there should have been a separate bidding process.

        I think at that stage it might have allowed Blue Knight kind of Rangers people to come in and actually be serious because they were hamstrung before with the ‘history’ issue and of course the line being fed that unless there was a cva sale there would be no history, no European Football and all the rest.

        I don’t believe the process would have been any more long-winded than it actually turned out to be and I do believe that more dosh would have been realised with separate bidding.

        I also think that the way that Miller was treated by the support was terrible and in the fullness of time we will see what the final analysis on the Green-fronted bid is; From hatred to adulation and then to – well not long now as I see the Registrars for the share float have been appointed. Of course perhaps Green might stop being a travelling-man and settle down at Ibrox and really go native 🙂

        But we are where we are and no one can be sure what BDO will do although it could be a very lengthy process. And the conspiuracy theorist in me can’t help but wonder why Ticketus walked away unless they felt they had easier and cheaper means of getting their money back and not from CV either.

        • Duplesis

          @ecojon,

          I agree about the treatment of Miller. The behaviour directed to him by certain supporters, and I’d have to say by certain supporters’ organisations, displayed ignorance – both in the sense of not understanding
          the position we truly were in, and in the sense of lacking basic decency.

          By all accounts Miller was a genuine bidder and man, and I would have been interested to see how the club developed under his ownership and with the sort of new ideas he might have brought (although I never believed “the incubator” concept was likely to work!) At the time though, for some it was almost TBK or nothing at all, and what happened to Miller was a symptom of that.

          As for Ticketus, although I don’t personally believe they are still involved, their involvement in some way with Green’s group is probably the least implausible of the various conspiracy theories – if for no other reason than that they did seek to back 2 of the other bidders at an earlier stage in the process.

          I don’t think there is much chance of BDO seeking, or being successful in an attempt, to challenge the sale to Green against a background of the creditors approving D&P’s plans in general terms, and then taking no steps to challenge the sale to Green when it became clear his was the successful bid, and what the price of that bid was. This is particularly so where the overall price obtained appears to be better than that predicted on the liquidation valuations – but you’re right, we’ll just have to wait and see.

      • carl31

        Thanks for further clarity, Duplesis.

        I would reiterate that the Green consortium CVA was an inevitable non-starter, given HMRC policy on companies that had used PAYE/NIC as working capital. This effectively made his bid a £5.5m asset purchase bid. His consortium did come up with the readies for exclusivity, though, when others didn’t.

        I wonder what caused the various other parties to proceed no further than interest.

        Iain,
        I would see the ‘BDO coming in and reversing the decision’ not as dreams, but as an unlikely event. The lack of other bids beyond £5.5m does not fix the value of the assets sold, thus ruling out ‘gratuitous alienation’, but there would be considerable complications and imponderable legal challenges if it were pursued, IMO. I suppose it could still happen, though, given that none posting here have the full picture.

  16. JimBhoy

    What about Wattie and Bomber Brown’s bids..? 🙂 If I am honest I am still shocked that the Rangers-minded bidders couldn’t agree to hook up until it was too late…

  17. mick

    http://www.thecelticnetwork.com/2012/09/17/clearly-mr-traynor-likes-pies-just-not-humble-ones/
    great article by brianbhoy07 a little of topic but well worth a read and comment about the top “hack”

    • JimBhoy

      @Mick Excellent article and left a comment for the man.. Any proper football fan who wastes their money on a paper these days is aff his heid. Usually a day behind, fictitious nonsense, encapsulated by ludicrous headlines.

  18. AntoniousF

    Quiz time-
    What do you call that bloke from Duff and Phelps who walked into Ibrox alongside Mr Whyte the day he bought the club, and months before they were in administration?
    And why was he linked with Mr Whyte so early in the takeover?
    And why did D&P accept an offer so low for the assets?
    And why will Mr Green not name his backers?
    And what happened to Ticketus?

    I cannot go on like this, with Suspicious minds. lol

    • mick

      was it 1whitehouse 2he advised whyte on the deal to take over oldco3the undervalue was a pals act so green could be putin place by whyte ticktus and d&ps 4 he cant name them as its a web of deciet and its ticktetus way of clawing back doe ticketus changed name and funded green and whyte was happy with this as it keeps ticketus out of court

    • mick

      playgered from tsfm
      All parties have to agree to an apparently preposterous deal. By doing so they are open to the charge of joining in a conspiracy to defraud Creditors. A conspiracy that started off on Feb14 with the deliberate aim of reducing the resale value of RFC to a level when such a deal could be argued as the best possible one that could be achieved for the Creditors.
      If the structure of the Sevco 5088 Purchase Agreement on 14 June was alohg the lines outlined above then it may well have been the trigger for the Crown Office announcement on 25 June of a Fraud Squad investigation into the takeover of RFC.
      And ( even more worrying for Green)
      If these debts have indeed been transferred to Sevco 5088 along with the assets, then it cannot be kept secret for long. Every Creditor is entitled to ask D&P if RFCG,Ticketus and Close Leasing are still on the Creditors List .If they have been removed then it could discourage ex RFC fans with serious money from investing in the fundraising .
      ,,,,,,,,,,,,,,,,,,,,,,,
      The mind boggles at the idea of all these Spivs being brought down by a Facepainter

      • mick

        playgered from tsfm
        if my memory serves me correctly, I thought I read somewhere that Sevco 5088 is set up as an English company and Sevco Scotland is set up as a Scottish company and the reason for the set up was because Ticketus deal was agreed according to English law and there was a chance under Scottish law (when D&P contested it) that it could perhaps fail in its current position – therefore there became a need to have differrent English/Scottish companies where the Ticketus deal was attached to in order to make it solid. Others with a better grasp of the legalities can correct me if wrong
        ,,,,,,,,,,
        Green made the claim that the assets were transferred(not saying from where) to Sevco Scotland because it had to be a Scottish registered co to play under SFA rules
        However
        The problem with Spivs is that you cannot take anything they say on trust.They have demonstrated they can`t be trusted to tell the truth(the Green TUPE statements to name but one). So you have to reason from the facts.
        The facts are:
        Sevco5088 were the vehicle named in the CVA document as the vehicle committed to acquire certain assets by paying £8.5m (in a CVA) or £5.5m if a CVA was rejected.
        Sevco 5088 was registered in England in late March 2012 , before the CVA proposal was circulated. Sevco Scotland was registered in late May 2012 after the CVA was circulated
        The Green Consortium is Sevco 5088. The share register of Sevco5088 will contain the names of the Consortium. Most of these names are unknown. Green is the sole Director so he makes decisions in accordance with prior mandates from the consortium
        Sevco 5088 (NOT Sevco Scotland) gave Green authority to personally allot shares to unknown 3rd parties on 14 June , the exact date when the CVA was rejected. By registering this authority at Companies House while the meeting was going on, Creditors were unaware that some chicanery was in the air.
        It is speculation but not unreasonable speculation to suggest that Green allotted Sevco5088 shares on 14 June in exchange for cooperation in the asset purchase. The obvious candidates are floating charge holders Close Leasing(No1), Whyte(No2) and Ticketus
        ,,,,,,,,,,,,,,,,,,,,,,
        The MP floating charge moved from RFC and is now with Sevco Scotland. For the avoidance of doubt this demonstrates that D&P think it is legal to sell an asset with the floating charge attached it.
        It raises the question
        Did the Close Leasing and Whyte floating charges also move from RFC(IA) to Sevco5088 and were one or both of these floating charges partly satisfied by giving them an allotment of Sevco 5088 shares. ?
        To date, no lodgement has been made to Companies House by Sevco5088 that these floating charges have been transferred to Sevco 5088 or transferred to Sevco 5088 and satisfied.
        But no lodgement would be needed if these floating charges were transferred to Sevco5088 and then moved on into another shell co where they could “rest” until the fundraising is over. If so there is an unknown( to us) shell co which has recently registered these floating charges at Companies House or in the BVI
        ,,,,,,,,,,,
        So when Green gives a plausible and sensible reason for moving the assets to Sevco Scotland you have to look elsewhere for a Spiv reason
        These guys and their lawyers are professionals at manipulating company law. The only certainty in all of this is that the football side of TRFC will be the losers together with anybody who spends real money in a fundraising

  19. ecojon

    @AntoniousF

    In the spirit of the quiz – What was the name of the company that D&P bought that advised CY how best to emerge from administration before he was even in it?

    And who worked for the company then re-emerged at D&P?

    mick will supply a pie to the unlucky winners.

  20. ecojon

    I know we often get accused of a Rangers obsession here but I have to wonder whether the MSM is also obsessed or whether Rangers are deliberately courting the oxygen of publicity.

    Having beat the bigoterie drum – or should I say blew the Olde French Horn – to sell season tickets are we now getting a new wave to help the share sales.

    Certainly as I said earlier it appears the honeymoon period with SFL3 is coming to an end with calls from some on RM to boycott Stirling Albion over the comments by their ex-secretary. If they don’t start winning away the whole of the SFL could end-up being shunned by the boys in blue as well as the SNP and with a bit of luck England could become a reaility for them. I actually wonder if that’s the case that Green is trying to establish 🙂

    And all these stories today before tonight’s game – as it’s all silent on the Allie front perhaps he is actually addressing footballing issues for a change.

    Rangers step up plans for stock market return

    http://uk.eurosport.yahoo.com/news/rangers-step-plans-stock-market-return-104030766–sector.html

    Rangers chief Charles Green hit with double Scottish FA disciplinary charge
    http://sport.stv.tv/football/clubs/rangers/190767-rangers-chief-charles-green-hit-with-double-scottish-fa-disciplinary-charge/

    Stirling Albion secretary Dick King resigns over comments branding Rangers as ‘the Huns’

    http://www.dailyrecord.co.uk/news/scottish-news/stirling-albion-secretary-dick-king-1329813

  21. TheBlackKnight

    very strange comment from Mr Green today…… apparently he ‘bought’ the *Club?

    Thought it was the “rights and assets”?

    • ecojon

      @TheBlackKnight

      Delusion of Grandeur – I thought it was the mystery investors who might even be a mystery to Mr Green as perhaps Zeus haven’t actually revealed them to him.

  22. Johnboy

    Duplesis, September 18, 2012 at 3:22pm:
    The TBKs offer at this time seems to have rather fallen apart (a party designated “the investor” by D&P withdrew support – I assume Ticketus)

    _________________________

    I assume Ticketus too. And who did they transfer their “support” to? And on what terms?
    I strongly suspect they are the main backers for Green’s takeover and will be the main beneficiaries of any profits from the share issue.
    I also strongly suspect that the man looking after their interests is Brian Stockbridge of Zeus (and formerly of Allenby Capital), now Chief Financial Officer at Ibrox.
    In early March he made the mistake of registering a company from his new rented home in Bearsden, thus betraying the fact that he was involved in the Rangers takeover talks a full two months before Green appeared on the scene. I am pretty sure he will have been well known to the Duff and Duffer duo, plus their pal Grier – and Ticketus, with whom he had previous dealings.
    The truth will out . . .

    • Duplesis

      @Johnboy,

      If I remember rightly, Ticketus originally jumped ship from the TBKs to Bill Ng’s consortium, although that arrangement didn’t seem to get very far.

      As I’ve mentioned in another post above, although I don’t myself believe Ticketus are still involved, I accept that their involvement is at least plausible.

      I wasn’t aware of Stockbridge registering a company from a rented house in Bearsden in March – it does seem an odd thing to do. What company was/is this?

  23. cmh64

    Hi. Apologies if this is a really stupid question, but…
    ….if the purchase was done by Sevco 5088 Ltd with a further transfer to Sevco Scotland, does this mean that there is a 2nd transfer under the TUPE regs? Are there implications for Charles Green’s original stance – have people effectively had a 2nd chance to object to a transfer from oldco?

    • Marching on Together

      No-one really knows for sure, BUT it is likely that the contract between D&P and Sevco 5088 Ltd allowed Sevco 5088 Ltd to nominate to which company the assets were to be transferred, including the registrations of the players. So it is likely that Sevco 5088 Ltd nominated Sevco Scotland Ltd, and that there was only one transfer.

  24. Jacko

    Now I am no rangers apologist but I have wondered on what basis the SPL withheld the prize money from last year.

    I for one don’t think they should get it as they sustained a league challenge by not paying their dues in tax and VAT. They should have been declared bankrupt and thrown out of the league prior to the end of the season. However, given that they survived to the end of the season by whatever means why was no prize money paid to oldco and hence possibly reached the creditors pot? I ask this because if there were grounds for Charlie to claim the money you can be damn sure he would have. So why didn’t he? There must be good reason. Just for badness or the other 11 clubs did so for their own benefit simply doesn’t stack up. If they were entitled to the money CG would have made sure they got it.

    I a not looking for the morality of them getting or not getting the prize money. Morals aren’t legally binding. I am looking for the legal reason the money was withheld as that is the only reason CG is not challenging it.

    The only two reasons I can imagine are

    1. They went bust before the money was due in their account so there was no obligation to pay it.

    2. It was a stipulation to allow them to transfer the SFA license so the license transfer effectively cost them the prize money.

    I really have no idea and am looking for the real reason. No doubt cam and Iain will enlighten us with their theories that have no actual proof.

    Jacko.

    • Marching on Together

      I don’t know the ansser to your question, but either it was in the SPL rulebook allowing the SPL board to withhold the payment for some misdemeanour by oldco Rangers, in which case Green had no legal right to it, OR oldco Rangers had a legal right to the payment under the SPL rulebook and Green gave up the payment voluntarily as condition of newco Rangers application going to the SPL, and/or the SFL and/or the SFA.

      If it was the latter, then that giving up of the payment was not in the interests of oldco Rangers’ creditors, unless there is some provision in the agreement between D&P and Sevco 5088 Ltd covering it (and therefore the price paid by Green factored that in). If so then the withholding of the payment by the SPL will be challenged by BDO.

    • iain

      I believe Doncaster answered questions on the subject by stating that it wasn’t actually prize money but “distributions”.

      It it was prize money (which it was) they would have had to pay it out. By coming up with a daft name for it they could keep it for themselves.
      Outrageous of course.
      And it’s the lack of outrage from usual suspects on sites like this that give us the real reason behind the outrage over Rangers’ actions.

      • Jacko

        Thank you Iain. As expected you didn’t let me down.

        Surely CG would have argued a case on this rather than rolling over and so graciously foregoing any claim on the money. I’m sure the SPL rules must be tight enough to describe the money due if a team finishes in whatever position. “Distributions” (I’ve not heard that one before) suggests sharing out money on an even share basis. Different shares of money based on league position is clearly a prize.

        If it was “Distributions” why did rangers not get their share of the “distributions” ? Is there actually a law that says you are only obliged to pay this money if it is prize money ?

        What I am trying to get at is why did CG not fight this ? A pretty hefty sum not to argue about.

        Follow the money. If there was money there to be due and it was not paid there must be good reason.

        A bit more clarity from the football authorities would save a lot of electronic ink on sites like these.

        Jacko.

  25. Johnboy

    Marching on . . .
    Stockbridge Capital Investment Limited (I know, I know . . . ) was registered on February 20, 2012.
    http://www.companiesintheuk.co.uk/ltd/stockbridge-capital-investment
    It appears to have changed its name in early March.
    Its registered address is a house in Bearsden.
    Stockbridge only joined Zeus in January. As far as I can see, he’s spent all of his working life in England.
    So why was he sent to Scotland only days after Rangers went into administration?

  26. I claim all benefits and continue to work on the side, I have 6 holidays a year because of my higher earnings 🙂 I drive to the airport in my mobility car. You however work as intended, pay your Insurance and Taxes for car and personal alike. You can barely manage 1 holiday a year. Lifes great for me.
    Help ma boab, some dirty sod has shopped me, “who was it, tell me, I demand to know” Whit dae you mean I need to pay it all back!

    Sounsd familiar

    • cam

      well played QOS the best team won

      • mick

        @cam you have shaken of your dilutionail disorder well done the above statement proves cam is coming to his sences and is starting to think strighter

        • cam

          No Mick i typed that by mistake whilst receiving 240v after putting my boot through the telly!
          Ally obviously gave his team talk in Gaelic.
          Unfortunately this legend looks like his knowledge of fitba tactics could be written on the back of a stamp with a bingo marker.

  27. mick

    just to turn the screw now dont do the windows (ally must stay)

  28. COYBIG

    @iain

    “I wonder also if he will give opinion as to whether BDO will be interested in the “gratuitous alienation” of the £2.5 million appropriated by the SPL and divvied up amongst it’s remaining members? (I do understand however there is little appetite to think about that amongst the target audience of this blog)”

    I thought that since Rangers did not pay PAYE or VAT throughout their final season, that they then forfeited any entitlement to any prize money.

    I didn’t realise 2nd place in the SPL got £2.5m. But since you seem to be a man in the know:

    Hearts (£800,000), Dunfermline Athletic (£83,370), Celtic (£40,337), Inverness Caledonian Thistle (£39,805), Dundee United (£30,000), Manchester City (£328,248), Chelsea (£238,345), Arsenal (£136,560), Rapid (£1,011,763), St Etienne (£252,212), Palermo (£205,513) and Orebro (£150,000).

    Could you tell me please if all of these footballing debts have been repaid. As was part of the agreement made between SEVCO and the SFA, SPL and SFL in order for SEVCO to attain Rangers membership.

    As far as the target audience of this blog goes, well your opinion has been allowed to appear on here, when it could so easily be denied. Or do you think that you are just a piece of cake allowed in for Timmys to fight over?

    Whataboutery? He’s a decent centre half. But not as good as Cribari.

    @cam

    “The big tax case is placed at number three in the Celtic fans wish list.Numero uno being the new bogey man ,,,,BDO!!!,,,yes folks at a cinema near you roll up to see the monster being slayed.
    Number two is the kangaroo court organised by Neily and the bhoys.
    Once Rod and the Bhoys down at Harper MacLeod have done their duty maybe they could investigate D&P,I’m sure Neily could use the prize money to fund this. All in the name of sporting integrity of course.”

    The BDO is the bogey man, therefore, the BDO is the monster. So I don’t know where you get the idea that it will be him that will be slayed. Anyway, I think it is more like suprehero movie, you know the ones where the bad guys celebrate, thinking they have got away with it. Then out of the shadows, the caped crusader leaps infront of them. Even tho there is 5 of them and 1 of him, they decide to form a que and wait until the person before them is KO before attacking.

    A kangaroo court would be a self-appointed tribunal that would disregard any evidence supporting The Rangers case. What is happening is that the SPL will gather their evidence, The Rangers will gather theirs. And an INDEPENDENT tribunal will decide the outcome of the case.

    You don’t honestly think that anyone would jeopradise their career in law. Just because it’s the Phionex club of the rivals, of the team they supposedly support. Do you?

    “Having a firm of lawyers used by Celtic and praised by Coyote Pete with Rod McKenzie playing centre forward and Mr Fullerton being on hand as a consultant does tend to raise an eyebrow.”

    Who would be better placed to find and present factual evidence, for an INDEPENDENT tribunal to rule on, than people who, in your mind atleast, feel cheated against.

    “I will be perfectly clear on one thing if the other SPL clubs suffer any financial hardship then thats too bad they should run their clubs more efficiently and not be reliant on the Gers cash cow.”

    As far as I am aware, all sponsorship deals are the same as last season. With the TV deal being extended. So where is the loss caused by the death of Rangers? Oh wait… You don’t read the Daily Record, do you?

    “As to Paul just asking pertinent questions well if i check at the side of the page and see the topics that are discussed under random thoughts by an Albion Rovers supporter then i’m sorry m’lud but as the actress said to the bishop ” i ain’t swallowing that”.”

    And as the bishop replied, “Just spit it out, then fuck off and leave me in peace”.

    “As Atticus said “son there’s a lot of ugly things in this world i just wish i could keep them away from you”.”

    Quick as a flash, “Thats easy dad, just don’t take me to any The Rangers matches.” Replyed his son.

    “Chaps like him think that the Bear is still sleeping.”

    Sleeping? The Bear is dead.

    • cam

      I think i’m getting to you!

      The Gers were the monster to be slayed by Celtics new secret weapon,,,,THE BDO!!!!! AAARRRGGGHH

      • COYBIG

        @cam

        “think i’m getting to you!

        The Gers were the monster to be slayed by Celtics new secret weapon,,,,THE BDO!!!!! AAARRRGGGHH”

        Getting to me? Not at all, i’m only really here for the banter. Just like yourself by the looks of things.

        Some of your posts are a good read. I’m look forward to reading your next effort. Keep up the good work.

  29. Antonious F

    Paul and co.
    not sure how to get this out to the wider Bampot world. i cane across this interview by the Beyond The Pitch guys with Sandy Jardine from 9th August.
    http://www.beyondthepitch.net/podcasts/edition/index.cfm/beyond-the-pitch/2012/08/09/sandy-jardine/
    within the 1st 10 minutes he states it is all Craig Whyte’s fault, Rangers have came out of administration and are rebuilding and that Charles Green has delivered everything he said he would to date.
    this might be a great project for someone with the relevent skills to break down the interview and put some truths around it.

    anyhow, if you want a laugh, have a listen

  30. Jimmytwolegs

    Sandy, an appropriate name as he keeps burying his head in it.

  31. AB

    “I will continue to refer in this piece to The Rangers Football Club Ltd as “Sevco Scotland Ltd” not to offend anyone but for clarity.”

    I laughed out loud at that one 😀

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

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