100bjd contributed an excellent post yesterday, having analysed the portfolio of Allenby Capital. This was a company set up by Imran Ahmad, who sold up at Allenby recently to join Zeus Capital, and who has now quit that company to take on a full time role at Ibrox.
That piece raises the possibility that there could be links, either deliberate or coincidental, between Mr Green and Mr Whyte.
One of the companies to which Allenby Capital has acted as an adviser is Merchant House Group, which is very closely connected to Craig Whyte.
It is, of course, possible that Mr Ahmad had nothing at all to do with MHG in his time at Allenby, although, as the top man in the business, he might at least have been expected to be aware of this major client. Mr Whyte has been closely involved with MHG over a number of years, and the other office holders in MHG, such as Mr Holmes, have been close associates of Mr Whyte over many years.
Whilst this does not place Mr Green immediately in contact with Mr Whyte, it does provide a close link to him, and perhaps makes it easy to see why Mr Whyte was in position to effect an introduction for Mr Green’s consortium to Duff & Phelps.
As well as the financial adviser connection through MHG, Allenby Capital and Mr Ahmad, there seems to be a further connection in the legal field, if you pardon the pun (which of course won’t become apparent as a pun till later in this piece).
The Legal Connection
The Lawyer magazine reported in May as follows:-
Field Fisher Waterhouse has been instructed by Rangers FC’s would-be owner Charles Green, as the former Sheffield United chief executive negotiates an £8.5m deal to purchase the struggling Scottish football club.
Sport head Patrick Cannon is leading the Field Fisher team, working alongside corporate partners Christine Phillips, David Wilkinson and Amerjit Kalirai with support from insolvency consultant Robin Tutty and associate Shash Dayal.
Green, who is backed by a global consortium of 20 individuals from the UK, Asia and the Middle East, became the preferred bidder on Sunday (May 13) after US trucking tycoon Bill Miller withdrew his bid for the club, citing worse-than-expected financials and a negative response from Rangers fans.
Field Fisher’s relationship with Green dates back several years, after the firm acted for AIM-listed construction management specialist Formation Group when Green was chairman.
We will pass over for now the reference to the 20 individuals making up the consortium for Mr Green, as many of them seem to have melted away, like snow off a dyke.
Sevco 5088 Ltd and Sevco Scotland Ltd were formed by Field Fisher Waterhouse (FFW) on Mr Green’s instructions.
As the piece says, Mr Green has had dealings with them for some time, dating back to the Formation Group.
As Ecojon wrote on this site in July:-
Green has apparently been jet-setting across Europe in the last few days presumably in a last gasp attempt to raise funding before the end of the month when the purchase price has to be paid. Help has come from two financial advisors, Imran Ahmad and Brian Stockbridge, previously associated with Nova in Singapore, who are now directors with Zeus Capital in Manchester which claims to have invested in SevGers along with anonymous associates. The two have been given seats on the SevGer board indicating their pivotal importance to Green.
Charlie and Zeus have crossed paths before as the company provided advice to the Formation Group while he was in the chair and in 2009 they advised on the sale of Proactive Sports Management, which Mr Green had previously chaired, to Gresham Private Equity for £22m.
So not just a connection with FFW through Formation Group, but also with Zeus Capital.
FFW is a major player in the European legal field, focussing, as it says on its website on “companies that are highly regulated and those with intellectual property and technology driven business models”.
I am not quite sure where Rangers Football Club Ltd fits into the portfolio of “highly regulated” companies or where the “intellectual property” or “technology driven” business models come into play.
FFW is a large enough company however to be able to deploy experts in many fields and, as The Lawyer noted, experts in the areas of Sports Law, Corporate Law and Insolvency Law were all engaged by Mr Green on this task.
As a highly respected and profitable firm, it would not be a surprise for Mr Green to be involved with such a company as his advisers.
I wrote in May about a “six Degrees of Kevin Bacon” style connection between Mr Green and Mr Whyte. That “connection” came via links to John Michael Edelson, who twice stepped down as a director of a company as Mr Green took up the role, the companies being Gillpollco (No 1) Ltd and Sheffield United PLC.
Mr Edelson is now a Manchester United director and previously held directorships at Regenesis Group Ltd (substantial shareholder in Regenesis Holdings Ltd) and Worthington PLC.
Mr Edelson is described on Wikipedia as:-
“He is an angel investor, venture capitalist and philanthropist who has been instrumental in creating numerous cash shell companies on both AIM and PLUS. As a result of these, he was nicknamed “The Shellmeister” by Richard Rivlin in an article in the Sunday Telegraph in 1996 and the nickname has stuck to this day.”
As I wrote in May:-
“When Mr Edelson stepped down as director of Worthington PLC in July 2010, he was replaced by Peter Townsend, a director of Regenesis Holdings Ltd (not Regenesis Group Ltd). Regenesis Holdings owns 14% of Worthington PLC.
On 12th August 2010, a company shown as based in Geneva acquired a 7.54% shareholding in Worthington PLC. This amounted to 890,000 shares. The Company is Liberty Capital Ltd, Route de Trelex 8, 1266, Duillier, Geneva. The contact name is Craig Whyte!
Worthington PLC has a connection too with Mr Whyte as it is an investor in the Jerome Group PLC Pension Fund. On 12th March 2012, CQN reported that the Pension Fund was a claimant of sums held by Mr Whyte’s former solicitors, Collyer Bristow, in the name of Rangers or Rangers Group. It was suggested by Worthington that the Fund was looking at lending money to Rangers and that these funds had been released by the solicitors without authority.
As a final cherry on the cake, the sole director of Regenesis Holdings Ltd is Mr Wulstan Earley. If you search this blog you will find a number of mentions of him and his brother Aidan Earley. Indeed the Earley brothers are involved with Banstead Athletic Football Club, which benefited from a £250,000 payment from Rangers prior to it entering administration!
So, in the footballing Kevin Bacon game, I start at Charles Green, move to Michael Edelson and thence arrive at Craig Whyte. If being pernickety, you would force me to add in Peter Townsend of Regenesis/Worthington as an extra step.
Bearing in mind that Mr Green has said he has only ever met Mr Whyte three times (and I hasten to say I am not doubting him when he does so), that might have been through bad luck as they move, or seem to have moved, in similar circles.
Does this mean anything negative about Mr Green? Of course not. What about his consortium of 20 people?
Until there is transparency and clarity regarding them, then no one, especially the Rangers fans, will know.”
Where do FFW come in to the equation?
Clearly they are trusted advisers to Mr Green. Would it be surprising that other parties also made use of their services? Of course not.
Might it raise an eyebrow to discover that FFW in 2009 were involved in a substantial dealing involving all of the following? In 2009 the four parties mentioned below were linked in a contract for subscription by Regenesis for shares in Liberty.
- Craig Whyte
- Regenesis Trading Ltd
- Aidan Earley
- Liberty Corporate Ltd
Regenesis Trading Ltd is a company, now dissolved. Its two directors were Peter Townsend, mentioned above too as a director of Regenesis Holdings Ltd and Wulstan Earley, brother of Aidan Earley. It was owned by three companies – Regenesis Holdings Ltd, Chariot (UK) Ltd and Corporate Services Associates.
Chariot (UK) Ltd is a non-trading company, where the present directors are Wulstan and Aidan Earley. Martin Eberhardt and Peter Townsend are former directors.
Talking of dilution of shares, the 2009 accounts, being the most recent I can access, show that there are over 90 million issued shares, with a nominal value of 0.01p each. Chariot (UK) Ltd is an AIM listed company.
Corporate Services Associates Ltd is a company of which Peter Townsend is a director. It has net liabilities of nearly £400,000. However most of that is owed to Mr Townsend. In any event, it does not seem to be doing much, other than owning shares in other Townsend related companies.
Liberty Corporate Ltd is a non-trading company. The sole human director is Thomas Whyte, Craig Whyte’s father. It is owned 100% by Liberty Capital Ltd. That company is apparently owned by Craig Whyte and is incorporated in the British Virgin Islands.
Tied in with all of the above are Cairnwell Investments Ltd, a company where Mr Whyte was director. Merchant House were also inextricable involved, with loan funding passing from one Whyte related company to anther.
Cairnwell, in turn, is closely linked to Pritchard Stockbrokers – recently insolvent.
This is important because of the identity of the solicitors who acted in connection with the subscription agreement. We can be certain that this firm was involved as their name is disclosed in the relevant documents – it goes by the name of Field Fisher Waterhouse.
So we have FFW acting for Mr Green and in connection with companies he has been involved in over recent years.
Similarly we have FFW acting in 2009 in relation to a deal involving Mr Whyte, and for at least one of the four parties, three of which are closely linked to Mr Whyte, with Mr Whyte himself being the fourth.
Does any of this imply wrongdoing by Mr Green, Mr Whyte or FFW? Of course not. These parties move in circles which mean that what might at first sight seems unusual is simply coincidental. Bearing in mind the various rumours, extravagant and trivial, flying around about this situation, any connection is going be carefully scrutinised.
As I wrote in May about financial and share issues regarding Rangers, and will repeat now:-
“Until there is transparency and clarity regarding them, then no one, especially the Rangers fans, will know.”
Posted by Paul McConville
PS I see Mr Green has issued a statement promising that the Prospectus will reveal all. I will write about that soon.