Which Company Is Charles Green Floating? Why No SH01 Lodged Re the 22 Million Shares?

In which I ponder –

  • the mystery of what Mr Green is selling
  • the likely structure of the sale
  • how likely will Rangers fans be to buy shares in the company which owns the company which owns the football club
  • the new Rangers owner having as bad luck with official forms as his predecessor, Mr Whyte

————————————

As we know, Rangers Football Club (and I use the term deliberately) is on the point of seeking to raise finds by an issue of shares. The Prospectus is eagerly awaited, and indeed might be almost as popular as the last Harry Potter book.

There has been extensive debate about precisely what fans and investors will be invited to “own”.

In the aftermath of the administration of Rangers Football Club PLC, which is now RFC 2012 PLC, the argument was put forward that the imminent liquidation of that company would not affect the football club itself. Instead, it was argued, the company was effectively a “holding company” although not as defined by the Companies Acts, and as such “held” the club in its metaphorical hands.

When the assets and business of the football club were sold by the administrators to Mr Green’s Sevco (and I deliberately leave the reference as Sevco) then it was seen that his company had bought the club, and its history, and that it continued – Then, Now and Forever.

This of course means that owning shares in the “holding company” is not owning shares in the club. The football club, not being a legal entity, cannot be directly owned. Instead it is “owned” by the company which controls the “assets and business” of the club and, in the same way as these were sold off by the administrators, the “Assets and business” of the club could be sold to another company or via a string of them.

This piece is not intended to look again at the debate on whether or not the club continues in such circumstances. That can be renewed another day, and probably will be. Instead, as I said I wanted to look at what the share offer relates to.

The website Rangersshareoffer.com talks about “Rangers Football Club” looking to sell shares. There is no mention I saw of either Sevco 5088 Ltd or Rangers Football Club Ltd. The latter company was originally Sevco Scotland Ltd.

Regular readers will know that the administrators announced that there was a binding agreement to sell the assets and business to Sevco 5088 Ltd, a company incorporated in Wales.

It is of note that the Registered Office has been changed to 35 Vine Street, London. That is the address of Field, Fisher, Waterhouse who have been acting for Mr Green and who, entirely coincidentally, have previously been involved acting as solicitors in connection with a business deal involving Craig Whyte and Aidan Earley. The change of Registered Office was made in May 2012.

Mr Green is the only recorded Director of that company.

It appeared though that Sevco 5088 Ltd did not acquire Rangers. Instead Sevco Scotland Ltd did so, presumably as nominee of Sevco 5088 Ltd. A Rangers spokesman stated previously that Mr Green wanted Rangers owned by a company registered in Scotland, as Sevco Scotland/Rangers Football Club Ltd is.

The application to the Register of Scotland to take title to Rangers’ fixed assets was in the name of Sevco Scotland Ltd.

That therefore seems simple – as Sevco Scotland Ltd, as it then was, now owns all the assets and business of Rangers, it is that company in which shares will be offered.

But is it?

The share offer site does not say that the shares to be offered are in the former Sevco Scotland Ltd. As it was that company which applied for, and ultimately received membership of the SFA and admission to the SFL, it would be unfortunate if now Mr Green suggested that it was not in fact the owner. In addition, as part of the “fit and proper” person test, Mr Green had to produce details of the ownership of the club/company to the SFA.

All of which leads me to my next point.

I previously confused myself thinking about the statement that, apparently, there are now 22 million shares in Rangers Football Club Ltd issued. The original company, when floated, had two shares issued. I was under the impression that the public records only needed to be updated at the time of the Annual Return. However, I was wrong.

Where a private limited company, as Rangers Football Club Ltd is, allots new shares, then this must be recorded in its register and more importantly notified to Companies House.

The relevant sections of the Companies Act 2006 are to be found here.

The ever-helpful Companies House guide to the Life of a Company, which I recommend highly, explains the process in plain English.

It states:-

6. Allotment of shares

A company may increase its share capital by allotting additional shares. Shares are ‘issued’ when a person is registered as a member in the company’s register of members.

7. Authority to allot

‘Allotment’ is the process by which a person acquires an unconditional right to be issued with shares. Directors allot shares on the company’s behalf, but either the company’s articles or a resolution of the company needs to authorise them to do so.

(An exception to this is that a private company incorporated under the 2006 Companies Act, that will only have one class of shares following the allotment, does not need any prior authorisation from the company to allot shares unless there is a specific restriction in the articles.  Private companies incorporated before this date will need to pass an ordinary resolution to qualify for this exemption, provided there is no specific restriction in their articles).

8. Payment for shares

Payment for shares in a private company can be in a variety of ways including cash, goods, services, property, good will, know-how, or even shares in another company.

Generally, people can pay for shares in a private company;

  • wholly for cash;
  • partly for cash and partly for a non-cash payment; or
  • wholly for a non-cash payment.

Payment for shares in a public company must, in most instances, be for cash.  However, if shares are allotted in a public company for a non- cash consideration, the consideration for the shares is subject to an independent valuation in most cases.  You must send a copy of the individual valuation report to the proposed allottee for the share(s) and to Companies House when registering the Form SH01.

9. Notice of allotment

Within one month of the allotment of shares, a limited company must deliver a return of allotment, on Form SH01, to Companies House. You must complete a statement of capital as part of this form.

If you are a limited company and the person pays for the shares in cash, you must include in the return details of the actual amount paid or unpaid.

If the company allots shares fully or partly for a non-cash element, you must show the extent to which the company has treated the shares as paid-up on the Form SH01 and you must also include a brief description of the non-cash payment for the shares.

You can notify a series of allotments on the same Form SH01, but you must send the form to Companies House no later than one month after the date of the first allotment. If you do this, the statement of capital should reflect the company’s position following the ‘last’ allotment.

The company must notify the allotment of bonus shares to Companies House on Form SH01. It should show the amount paid on each share as ‘nil’ or ‘0.00’ and the shares as paid up ‘otherwise than in cash’.

——————————————–

 Under Section 554 of the Act, a company must register an allotment of shares within two months of the allotment. Failure to do so constitutes a criminal offence by the company and every officer of the company who is in default.

Under Section 555, a company must report the allotment to Companies House on Form SH01. This must be within one month of the allotment. Failure to do so is a criminal offence by every officer of the company (Section 556). This form also discloses if the shares have been paid for, or if not in cash, what consideration has been given for them.

Neither Sevco 5088 Ltd nor Rangers Football Club Ltd are disclosed on the Companies House website as having had anything more than the initial shares to the subscribers allotted. On the basis of Mr Green’s public statements about investors, it would appear possible that there has been an oversight on someone’s part and, through inadvertence, the public record has not been kept up to date.

Of course there are lots of reasons why a person would not want it to be known what they had paid for their shares, or what consideration had been treated as equivalent to the value thereof. For example, Mr McCoist, said top have 1 million shares, may have paid for them in cash, or might have been allotted them in recognition of his performance as manager. However I have no doubt that delay in reporting the allotment is simply an oversight. After all, Mr Green and his fellow directors are all very busy people.

Until the allotment is registered therefore, there might still be some mystery about precisely which company is being floated.

I wrote before too about a resolution passed by Sevco 5088 Ltd in connection with pre-emption rights. Put very simply, the original subscribers to a company’s shares have the right to purchase shares on an allotment to prevent dilution of their shareholding, unless the company passes a resolution excluding those rights.

As I quoted in my earlier piece:-

The Act provides that a company proposing to allot shares may not allot them for cash to any person unless it has previously offered them on the same or more favourable terms to its existing shareholder.

These are known as pre-emption rights and are intended to protect shareholders from having their shareholdings diluted by the issue of more shares. These rights can be disapplied by the company provided it follows the correct procedure.

Sevco 5088 Ltd, the company which seems to have been left dangling, has had such a resolution passed.

There is no record of any such resolution in relation to Rangers Football Club Ltd.

———————————————

We therefore have the following facts.

  • It is unclear which company owns the assets and business of Rangers.
  • It is unclear exactly who the shareholders are in the company which owns Rangers.
  • It is unclear in which company Mr Green intends to sell shares.
  • Neither Sevco 5088 Ltd nor Rangers Football Club Ltd has reported to the Registrar of Companies the allotment of more shares (22 million more!)
  • Rangers Football Club Ltd has not passed a resolution Disapplying pre-emption rights.
  • Sevco 5088 Ltd has done so.
  • In the presentation to potential investors in May, Mr Green laid out a plan of having two companies involved in running the football club. There would be a PLC, and as a subsidiary of that, a “football company”.
  • This structure is not uncommon and indeed is that presently in operation at Celtic. The shareholders invest in the PLC, one of whose assets is the limited company which operates the football club.
  • This structure allows creativity in inter-company transactions.
  • Mr Green has given no indication publicly of the structure of the company post-flotation.

—————————————–

All of the above leads me to deduce the structure of the planned flotation as follows (and I accept I may well be wrong).

Mr Green is floating Sevco 5088 Ltd, and not Rangers Football Club Ltd.

The disapplication of pre-emption rights prevents any difficulties with the allotment of shares vis-à-vis the original investors.

I would imagine that the plan would be for Sevco 5088 Ltd to change its name, perhaps at the same time as the float, to Rangers Football Club PLC. (The former company of that name, presently in administration, is now called RFC 2012 Ltd.)

Therefore we would have a structure where the PLC Board would have the Zeus Capital representatives on it, as was envisaged in May. Mr Stockbridge is and Mr Ahmad was on the football company Board as representatives of Zeus Capital. The presentation envisaged a non-executive director on the PLC Board from Zeus Capital, as well as the Chief Financial Officer, which is the role of Mr Stockbridge. The presentation suggested that the CFO would sit on both boards, as would Mr Green, as CEO.

There would then be the separate and distinct Rangers Football Club Ltd, owned by the PLC.

Such a structure would, for example, permit the fixed assets to be owned by the PLC and leased to the football company or structured in some other way which proved to be advantageous to the group in terms of tax liability.

Of course that means that the club could be sold out from under the PLC shareholders, although that is obviously an issue in any football club where we take the view that the club and the company owning it are separate and distinct.

One would imagine that, prior to floating, the company would have to ensure that all regulatory requirements had been complied with. In such a circumstance we should expect imminent notification to the Registrar of Companies of the allotment of 22 million shares. That will make clear exactly which company is being sold off.

How will the fans who are the main target market take the issue of the shares, if I am correct, in the company which owns the company which owns the football club?

We shall see.

Posted by Paul McConville

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76 Comments

Filed under Charles Green, Companies Act 2006, Rangers

76 responses to “Which Company Is Charles Green Floating? Why No SH01 Lodged Re the 22 Million Shares?

  1. josephmcgrath112001809

    I remember the man at the Barrows who sold empty boxes for £5 every week – I think they were the same boxes every week.
    It worked then and I’m sure Charles Green will make it work again – albeit in a different box.

  2. Violet Carson

    Excellent article and horrifying to realise that even at this stage no one seems to know what the hell is going on. We should all have before us something which clearly explains the structure and an outline of what is being sold. Anyone got an idea when the prospectus is planned to arrive on our desks. And, where are BDO?

    • ecojon

      @ Violet Carson

      Well BDO can act before Lord Hodge discharges D&P or not and we need to wait until is it Wednesday for that or tomorrow?

  3. Andy

    Interesting read, and does help provide clarity over the expected structure. I think a lot of it will proabably go over many ‘fans’ heads and if they are willing to invest then they will do so on the promises of the prospectus and not on the structure (however important that may be) of the club/companies. If fans think the funds are going to help the club then they will invest regardless of how pertinient the structure is, because they will no doubt be told all is well. The structure I am sure will be of great interest to ‘institutional investors’ which will be interesting to see if/how many there are, and whether they are happy with this sort of structure as an investable model (forgetting the numbers for the moment and purely looking at structure).

    I remain a cynic for the time being, and will keep my level investment at tickets etc, until I see what happens with this share issue.

    I also see Green reiterating his refusal to play in the spl WHILST HE IS IN CHARGE, so he has just played one ‘get out’ card, and can then say fans it was your choice, obviously as a fan I want us to be playing in the top league so it’s a no brainer. And it also makes a mockery of last weeks champions league music peice….maybe he’ll just buy a ticket for that 🙂

    As for league construction, SFL, SPL and SFA agreeing to one course of action is not going to happen, so its either SFA say this is how it is and use just need to get on with it….but do they have the will power and structure in place to make that happen….not at the moment.

    Would be great to read a peice on Hearts current HMRC tribunal….it appears that they have chosen to pay players playing for hearts in this country, offshore through Kaunas, thus meaning Hearts were able to benefit from players they couldn’t afford…..interesting stuff from a ‘sporting integrity’ point of view??

    • agreed Andy its now the turn of HMFC spotlight as well, I see them, as I believe I stated earlier this year going down the same route as RFC with Admin and newco. With share floatation promised and different HMRC problem coming its gonna be a long cold winter…

      @Paul the dilema faced in what to call “owned” etc easily solved if you refer the company OPERATING the football club IMHO.

      every week the bhoy green changes his tune its like watching kids at a party plying musical chairs, each week one less chair for him to sit on………

      Share structure can only feasibly be as Paul has laid out….and I still really don’t understand however the reporting to companies house, or lack of, is concerning as well as the SFA lack of action on fit persons checking as to the ownership. Still we ve been down this path many times before.

    • ecojon

      @ Andy

      Hopefully a Hearts fan might take-up the challenge of the task you suggest.

      However, paying someone offshore if they meet the HMRC requirements is acceptable. What isn’t acceptable is a failure to provide the correct documentation and wages to the SFA. Obviously failure to pay appropriate national taxes also leaves a club open to footballing sanctions as well as Hector cutting-up rough.

    • Michael

      Andy the fans might well be told the proceeds from the share issue will go to the team. However the reason the IPO is needed at his time is because the original investors are due a payment. That is the only reason this is happening now.

      • 100bjd

        Michael,
        Any indebtedness need to be on the Prospectus. I wrote the other week that he had converted his original debt into equity so we will see.

    • JohnBhoy

      Andy, your posts are a breath of fresh air. Keep them coming.

  4. redetin

    Great post. If only it had been available yesterday Keys & Gray could have questioned Green on all these matters. 🙂 (Aye right)

  5. Robert D Bruce

    Paul,

    Absolutely on the money with your argument …………. except …………. Mr Green says that the company will be based in Scotland.

    5088 aren’t.

    Rangers fans and those of us willing to invest, beware.

  6. John Burns

    Greens interview with Gray and Keys is almost the most ‘dodgy’ piece of evasion I have ever heard – nearly on a par with Salmond.

    One comment, designed for the gullible bears and left unchallenged by either of the hosts was this season’s season ticket money (37,000 sold apparently) is untouched in the bank and,as next season’s season tickets will be sold in May, then in June next year the club will have two years season ticket money lying in the bank – unbelievable!!!

    He also told so many lies and half-truths surrounding the SFA – all about money that should have come to him because he had ‘bought’ the rights to it in the Sale/Purchase agreement with Duff & Phelps.

    As Paul says, the IPO document will be keenly anticipated, almost as much as “Downfall”

    • redetin

      “nearly on a par with Salmond” . You are free to vote against Salmond at the next election. You don’t have that choice with Green.

  7. ecojon

    It is interesting to note that chico has spoken on Talksport radio broadcast today about their being being two boards. One will be the Plc board and the other the club board.

    My understanding of what chico was saying is there will be no fan representation on Plc board but only on club board. As usual with chico things are a bit complex because he talks about the fans getting a board member for 10% of shareholding but it seems this will be only on club board which Ally will be on. He talks about the club board as being the ‘Heartbeat of Rangers’.

    As a cynic it won’t be the heart of Rangers as that will be the Plc board where the real power resides. It now poses the question as to whether there will be different classes of shares and if this is the case it raises all sorts of interesting questions.

    • ecojon

      @ jimlarkin

      Chico has again denied any sale or lease-back which doesn’t negate anything that cqn have published. But I have been rather surprised that we have never seen the original documents.

      I regard the Heads of Agreement document a bit like the 5-Way agreement. Its the type of thing that is likely to be produces during negotiations like this involving relatively complex financial issues and there can be a lot of different versions and drafts.

      The 5-way agreement provided by chico means nothing at this period of time and proves nothibng other than it was a proposal that 5 parties were discussing and tinkering with back in May or whenever and things moved on and it ceased to have any relevance.

      The thing about the cqn Heads of Agreement is that it could have relevance for a conisrable time as it represents a legal and relatively easy way of extracting cash out of Rangers. Perversely if they weren’t getting the attendances they are getting it wouldn’t be as nearly such an attractive proposition to whover the owners of the assets end up being.

  8. JimBhoy

    @John Burns I was interested in that statement too, all that money sitting around gaining minimal interest in the bank and all these expansion plans to get off the ground awaiting what? Er Money, yeah ok Chico we believe you, next you’ll be saying Strathclyde’s finest don’t know your attendance figures, Oh Wait! you did say that based on the near 10,000 discrepancy at one game all of whom had snuck in the private entrancies for Hospitality unbeknown to plod, your pie figures must be phenomenal chico.. And you have no debt, nice one, I am sure all those owed by rangers will love it when you state that.

    • ecojon

      @ JimBhoy

      memo to mick: We have solved Piegate! The missing punters ate the missing pies. Simple 🙂

      • Mick

        Hi ecojon am in London getting dragged around shops and coffee stations back at my desktop soon It’s hopefully a nice break before the tax bomb it will be sometime

      • Maggie

        @ecojon
        Where IS mick,desperately need his skills to cut and paste a mock up
        of Chico as Nanny Mc Phee,see my comments below.
        #worried about mick.

  9. James

    Paul, a supporter of the new team in summarizing Mr Green’s interview stated the following: That is twice he has referred to a broken history as far as I know.

    “His consortium would have paid £3m more to save oldco because then Rangers would have had an unbroken history”

  10. COYBIG

    @Andy

    “I think a lot of it will proabably go over many ‘fans’ heads and if they are willing to invest then they will do so on the promises of the prospectus and not on the structure (however important that may be) of the club/companies. If fans think the funds are going to help the club then they will invest regardless of how pertinient the structure is, because they will no doubt be told all is well.”

    So what you’re saying is, if The Rangers fans read, “Jump off the top of Blackpool Tower” in a book. Then they would do so, no questions asked?

    “I also see Green reiterating his refusal to play in the spl WHILST HE IS IN CHARGE, so he has just played one ‘get out’ card, and can then say fans it was your choice, obviously as a fan I want us to be playing in the top league so it’s a no brainer. And it also makes a mockery of last weeks champions league music peice….maybe he’ll just buy a ticket for that.”

    I didn’t listen to Charlie’s talkSPORT interview, but I did read he, once again, said, “We won’t play in the SPL, whilst i’m CEO.” About 30 seconds after he used the, “I won’t leave till I hear the Champions League music” line. I think you can guess what type of ‘interview’ it was, from that fact that he wasn’t questioned on that.

    “Would be great to read a peice on Hearts current HMRC tribunal”

    100% agree with you on that. There’s a common denominator, in the 2 cases, one Mr Campbell Ogilvie. And yet, he’s still President of the SFA.

    • Andy

      @coybig

      I think, and I speak as a Rangers fan, that there are many fans of the club that if told in the prospectus that money will be used to buy players, build a bar, hotel, train station and invest in all sorts of fanciful ideas then yes many will simply sign the cheque without doing too much ‘background’ checking, and Im sure there were many Celtic fans that went with the ‘headlines’ from Fergus McCann prospectus, all little naivety from people and a little bit wanting to beleif!! Some may also beleive that they need to for the good of the club. Your analogy is completely false, because Rangers fans are not being asked to doing something that is obviously ill fated, but they are going to see a prospectus that will give the fans a feeling that investing will be a good thing for the club…theres quite a difference in physcology!!

      I dont know why Campbell Oglvie is still there, like many he doesnt appear to do anything!! Its a shame but Hearts are the perfect example of what happens when a rich owner decides he has lost interest….perhaps the chelseas, qprs etc of this world should keep a keen an eye on developments here!!

      • COYBIG

        @Andy

        I agree, it was a wrong of me to generalize. But you have to admit, there’s a lot of The Rangers fans wanting to believe. And not a lot questioning Green’s delusions of grandeur.

      • robertg

        In the book “Celtic – A Biography in 9 Lives”, Fergus McCann basically states that he knew many of the punters were signing up for something they didn’t understand and were doing so on faith. However, by the time they were doing that, McCann had put £9m of his own money in and had a tangible (if what seemed at the time to be very ambitious) plan for redeveloping the stadium and growing the revenue. I know people who worked with him and while he was abrasive he was as open and forthright as they come. He even publicly stated that he was in it to make money and would do so on the basis that if he made money, the club would also have done very well.

        Chuckles is like something out of Dirty Rotten Scoundrels and is only missing a moustache to twirl, though maybe he’ll get one going for Movember.

        It may all work out for the best, but I’m guessing there are enough lawyers contributing on this site to have a pretty good chance of spotting a hustler when they see one.

  11. JimBhoy

    @jimlarkin I posted that link a couple of days back.. Chico referenced it today suggesting they would never undertake this, however as Paul suggests it could conceivably be done between the holding club(s) and the football club to get some tax breaks maybe.

    Chico could sit on the holding club’s holding club, owning the ground leasing back to the holding club who would forever pay an exorbitant rent.

    The football club and supporters would never want to leave the ground so they would need to come up with the reddies to play at Ibrox and those owning the assets could easily retire on the rental cash. Ironically the rangers fans buying into the IPO would be buying the assets for Chico to rent back to them ad finitum…

    There is no way chico is in this for a couple of mill…..

    • ecojon

      @ JimBhoy

      Just a small point about ‘forever’. I seem to remember reading somewhere recently that the lease cannot be longer than 20 years otherwise it has to appear on Land Records. I might not be remembering correctly and I meant to take a note of the details and check but I forgot 😦

      • Marching on Together

        If a standard security is to be granted over a leasehold interest the lease must be registered in the Land Register. A lease
        may only be registered in the Land Register if its duration exceeds 20 years.

  12. James

    Forget to quote the source, it was the Herald Scotland

  13. JimBhoy

    @ James, Chico bought the broken history and mended it though mate…A big bandaid…

  14. JimBhoy

    @ecojon Making the assumption that Chico abides by any rules and regulations, he will have a loophole for all the loopholes he takes… 🙂

  15. Martin

    Large groups of people are not easily motivated from within into action, save in mass outpourings of joy or despair.
    Alas this facet of mass behavior makes them easy targets for smaller well organised groups with a recognisable leader and a plan, be it for good or ill.

    Fans of Rangers should they be motivated into parting with something approaching £20 mil, for a small stake in a holding company which operates Rangers, may one day reflect that with collective effort they could have bought the whole shooting match for £5.5 mil

  16. COYBIG

    Green’s talkSPORT interview:

    WARNING – Don’t drink anything whilst you’re listening 😉 .

    A few spoilers:
    The Rangers are a new Club that’s never been a member of the SPL.
    Bigotry means something else in Yorkshire.
    The police didn’t count the 10,000 corporate tickets.
    Everton are worth £400m.

    • Martin

      Coybig,

      Just listened…I now have an image seared into my brain of an aged yorkshireman years hence, chaining himself to a radiator and demanding that the DJ plays ” Zadok the Priest” or ” I’m not leaving! ” While McCoist tries to explain why he’s still in the second division. 🙂

    • Maggie

      @coybig
      Hopefully you,or someone on here,is colating all of Chico’s utterances
      for a greatest hits reel,possibly entitled,”Spot the Contradiction”
      When this debacle has finally run its course,when everything has come out in the wash and all is done and dusted( a cliche too far there,sorry all) think of all the endless fun it will provide.
      I’d do it,but unfortunately I have nails to paint and Vogues to read 🙂

      • @ Maggie

        The task would be impossible without a full-time team of at least 10 people 🙂

        On his broadcast today he went back to bigot (not bigotry) and pointed out the Yorkshire definition of it as only here in Scotland does it mean that terrible thing that gets you censured by the SFA.

        Amazingly he seems to have forgotten that elaborate construct of the time when it came from the Old French bigoterie according to King Charles of course.

        He just can’t stop himself and it just keeps spewing out as he travels along because the more he spouts the harder it is to pin it down and expose it because you would need to write a book.

        Even the best of intenioned journos could never do it in a newspaper article so chico might look a buffoon but he achieves his end of no actual critical examination of what he says and the important nuggests are made harder to indentify because they are buried under horse-shit or whatever that’s called in Yorkshire.

        • Maggie

          @ecojon
          I think I only got an abbrieviated version of the interview,didn’t hear him
          explain the Yorkshire version of bigot.I agree he spouts forth an unending stream of garbage,non sequiturs galore and of course the default position of all egotists,referring to himself in the third person.He can’t remember from one interview to the next what he’s said,to whom,about what.At least Keys refreshed his memory over his “confusion”about hearing Champions League music and his refusal to accept re entry to the SPL.My favourite part though was when he likened himself to Nanny Mc Phee …. Absolutely priceless.
          Would you buy a used football team from this man?
          Je pense non….. as Chico might say.
          BTW Do you think the bears know that the Champions League music is called Zadok the PRIEST?

  17. “…One would imagine that, prior to floating, the company would have to ensure that all regulatory requirements had been complied with…”
    ====================================================
    Oh dear… 🙂

    All those pesky, official Companies House forms that Charlie cannot avoid now.

    Great digging there Paul !

  18. JohnBhoy

    When Buccaneer Charlie and his motley crew of pirates from the Caribbean berthed their French-Man-O-War at Govan, it was but with one aim: to plunder the Good Ship Rangers and make off with the booty. “Bonjour me lubbers, the name is Charlie and I’m a plain man. Tea and bacon and eggs is what I like…” He charmed the natives with stories of sea dragons, high adventure and treasure chests. Pieces of eight for (worthless) promissory notes – on fine parchment it was said – was the bargain they struck. One morning Charlie was gone, bound for the high seas on the look out for other unhappy vessels. “Bonjour me lubbers, the name is Charlie and I’m a plain man. Tea and bacon and eggs is what I like..”

  19. Robert D Bruce

    To follow up on something I posted earlier.

    If the money being raised in the IPO were to be invested in a “football company” ie SEVCO 5088, what is to stop Cha Cha renaming that company “Sports Investments Direct” for instance then using the £22 million to invest in someone other than T’ Rangers?

    Remember this one http://www.thesun.co.uk/sol/homepage/sport/football/4385272/Rangers-plan-to-buy-Bury-and-play-in-English-League-One.html

    “Sports Investments Direct” could be playing in England, no SPL and a Greater Manchester club aiming for the Champions League music at their ground 🙂
    Anyone seen SID? 🙂

    • ecojon

      @ Robert D Bruce

      I think if chico were to use the particulat name given he could kiss Ashley goodbye as any kind of investor or business partner.

      The interesting thing is I have yet to find the joint-venture company that Rangers is meant to have with Sports Direct to seel kit and in which Rangers is meant to have a 52% shareholding. Yet another question to be dealt with in the prospectus?

      • Robert D Bruce

        @ecojon,

        Yes, the reason I chose the fictitious name – Sports Investment Direct – was precisely because Ashley is involved 🙂

        Can please you answer the following for me ……..

        Does the prospectus that Charlie is issuing need to detail exactly where the funds will be spent?

        Will Rangers fans have absolute assurances that the money raised – however much it may be – will be directly invested in Rangers?

        If such assurances are forthcoming, and I’m sure Charlie will give assurances, is he in breech of contract or indeed the law if money is used for any other purpose?

        Money raised less Charlie’s £5.5 million loan , less his fee for raising capital, less flotation fees could be invested in Rangers but then again may not be.

        If Sevco 5088 becomes some vehicle for investment in football as opposed to a vehicle to invest directly in Rangers, then whilst Rangers may benefit, others may also benefit if it is deemed more profitable to investors for the money to be invested elsewhere.

        Or am I misguided?

        I’m sure Charlie could answer all of these questions in his usual fashion but only the deluded and hard of thinking would believe what HE says.

        Can anyone help before the £10k that is burning a hole in my pocket ends up somewhere south of Hadrian’s wall :-0

  20. Fraser

    As a Hibby I’m naturally also concerned at the Hearts situation 😉 Primarily I’m interested to know the legal opinions on working full time in one tax jurisdiction but being partly paid (and taxed) in another currency in another jurisdiction).

    But on the face of it, if the players’ contracts lodged with the SPL detailed all payments in both currencies then presumably the tax man has them over a barrel. If the contracts only detail the pounds then Hearts are as guilty of illegal player registrations as Rangers were with their EBTs.

    Imagine my delight if results to be anulled ran right up to the last game of last season 😀

    • Al ross

      Probably only a one in five chance of the last bit but God loves a tryer ! excellent post.

    • Robert

      In the case of Hearts the question is by not paying players in the UK, in order to minimise the tax paid, have they ended up breaching the SFA Registration Procedures which in Section 4. Agreement Between Club and Player states:

      “All payments made to a player relating to his playing activity must be clearly recorded upon the relevant contract and/or agreement. No payment for his playing activities may be made to a player via a third party.”

      • ecojon

        @ Robert

        I’m afraid you are entering an area where it comes to an interpretation of the rules by the SFA and therefore the best thing to do is to ask them what the rule means.

        A lot depends on the definition of ‘third party’ and whether any third party as defined or interpreted by the SFA rules was involved. One that immediately strikes me is that if the ‘third party’ is purely a mechanism to pay the amount already notified to the SFA then it isn’t a thrird party in terms of the SFA rules but merely part of the payment mechanism.

        You state that the mechanism involved is designed to minimise tax paid but you do not actually spell-out how that is achieved. There is nothing illegal about minimising tax paid as long as it is legal unlike the Rangers EBT payments.

        We also might get some interesting legal help from the BTC findings as to what is allowable tax-wise when using off-shore mechanisms and what are third parties.

    • ecojon

      @ Fraser

      Have you checked the HMRC sites on this as there is a wealth of information contained there on the very subject which vexes you.

      I’m afraid legal opinions cost money but if you need a solicitor the Law Society will provide a list of suitable practitioners in your area.

      I am unclear re your comments on the currencies used because it seems that either way you argue that there is wrongdoing. In most contract situations there is usually a clause dealing with how the currency values will be calculated against each other as they, of course, move depending on Foreign Exchange Rates.

  21. Carl31

    Theres nothing to stop the guy that owns company A that owns company B that owns …. etc, deciding which holds assets, which operates, which is offered as a share issue … and so on. The deal here will be set up to obtain as much money from the ordinary Rangers fan as possible whilst keeping the club plodding along and the money still flowing.

    Mr Green is not to be trusted, and the club will not settle into a business as usual operating mode until hes off, and someone with the long term interests of the club at heart in charge, IMO.

  22. JohnBhoy

    Charlie knows that there will be no influx of institutional investors: one or two may take the bait, but not in enough numbers. His focus is on the fans. Hence his orange top, declarations of war, love-ins, and promise of tenure on his part.

    If Rangers fans do not buy Charlie’s shares then Rangers will fold. If they do buy shares, Rangers may still fold, but less quickly. If they do manage to survive, they will be financially hamstrung for years. There is no rosy future. And that is without throwing HMR&C, BDO, Duff & Phelps, Lord Hodge, SPL investigation, Craig Whyte, Ticketus, bad publicity etc into the mix.

  23. Robert

    One observation is that complex structures for football clubs is not new.

    In the case of Celtic at the top level is Celtic PLC (Company No. SC003487) below which is Celtic F.C. Limited (Company No. SC223604) and in turn below this are three companies The Celtic Football and Athletic Company Limited (Company No. SC153534), Glasgow Eastern Developments Limited (Company No. SC157751) and Protectevent Limited (Company No. SC151304) .

    However, Celtic’s structure raises a number of questions with regards which of the above companies currently:

    1/ Holds the share in The Scottish Premier League Limited (Company No. SC175364)
    2/ Holds the membership of the Scottish Football Association (Company No. SC005453)
    3/ Holds the club licence issued by the Scottish Football Association
    4/ Owns the football club
    5/ Pays the players
    6/ Owns Celtic Park
    7/ Owns the Lennoxtown training facilities

    • Jason

      A company called “Mr Dermott Desmond PLC”

      • COYBIG

        I thought I had seen it all…but this goes beyond stupid: http://celticnewco.livejournal.com/801.html

        The meaning behind the Irish tricolour is, the green portion of the flag was designed to represent the Catholic residents of the island, the orange side the Protestant, and the white middle part, peace and harmony between them. Therefore, the author of the blog, doesn’t know the meaning of secterianism, and the meaning of the Flag of Ireland.

        • COYBIG

          Also, on another site, someone has put together a few pictures of Neil Lennon, wearing tracksuit tops from previous seasons, with the zip down:

          Which makes the author’s deluded claim, redundant.

          ***COULD A MOD DELETE MY POST BELOW THIS ONE, WHICH IS “CURRENTLY AWAITING MODERATION” PLEASE, THANKS***

        • Antonious F

          PMSL, with all that is going on at their new club/company whatever, this is what this guy posts.

          you know what, Mr Green might just get his 20 mil

        • Maggie

          @coybig
          Bears suffering from selective memory syndrome again,how convenient
          of them to completely ignore the many red hand of Ulster flags raised in support of the UDA,UDF to be seen at Ibrox over the years.I’m absolutely NOT condoning the waving flags in support of the IRA,but don’t really want to get into a debate about the Irish tricolour as that is a completely different issue that many others have more than adequately covered.However….
          How dare Neil Lennon upset these paragons of decency and tolerance
          by wearing the track suits and jackets of the club he manages in a
          provocative manner.This reminds me of the sketch in Not The Nine O’Clock news where the racist policeman arrests someone for “being in possession of tight black curly hair and thick lips” ( hope I’ve quoted correctly here)……. Celtic manager accused of Sectarian act by wearing club track suit top UNZIPPED……..I really want to find this pathetic and not worthy of comment,but sorry, I just can’t.
          Love the explanation by the father about why the tricolour was flying at Celtic park……what a role model for any child,and there we have it,the intolerance passing into the next generation.

    • ecojon

      @ Robert

      As far as I am aware all of the answers to the questions you have asked is a matter of public record so go and check and if you feel that you wish to impart that information with other football fans then please do so.

      You may of course wish to spend more constructive time this week studying the revelations that will come in the decision of the BTC as to how a football club can be brought to its knees by failing to pay taxes and VAT and cheating on the field of play.

      A major difference between Celtic and Rangers is that one paid all taxes dur to HM Government and the other didn’t and one used EBTs to buy players that it otherwise couldn’t afford in a bid to gain an on-field advantage and the other didn’t.

      There are many other diufferences between the clubs and their support but I think you have enough history to keep you busy for a while.

      • Robert

        I would suspect that the Hearts response to HMRC’s “Football Clubs Employment Issues Questionnaire” has identified that the Lithuanian footballers, playing for Hearts, were being paid directly in Lithuania rather than being paid in the UK by Hearts.

        In either case the ultimate source of funding for the payment to Lithuanian footballers, playing for Hearts, is likely to have been Vladimir Romanov (probably by increasing the loan that Hearts have from Ūkio Bankas which Romanov owns more than 50% of).

        Anyway the Tax (income tax and national insurance) rates for Lithuania and the UK are different.

        This raise two questions:

        1/ Is the SFA happy with footballers playing in Scotland being paid in an other country?

        2/ Is HMRC happy with footballers playing in Scotland not paying tax in the UK?

        • robertg

          As with Rangers previously, there are two – in my view quite separate – issues here.

          1. Is the payment declared to the SFA in accordance with the rules. If the contract says the player will be paid £100 in total, and the player is paid £100, it is fine for the SFA.

          2. Has the tax been properly accounted for? Not an expert in these matters, but if you work in a country and earn money in a country, you pay tax in the country on those earnings.

          It is quite feasible in Hearts case they could be in trouble with Hector but fine with the SFA.

          Rangers’ case differs in that an EBT has to be discretionary to be legal. To draw comparison, I’ll use the same numbering scheme.

          1. If a payment is discretionary, it can’t be in the contract and therefore the player registration is invalid.

          2. If the payment is in the contract then the tax has not been properly accounted for. By pleading innocent to the tax case, they are effectively pleading guilty to the registration one.

          They can of course be guilty of both by having a side letter, which is not registered with the SFA and which is effectively a contract that sinks them with Hector.

  24. charliedon

    If Paul is correct and fans might be buying shares in Sevco 5088 Ltd, rather than in anything with “Rangers” in the title, I think that would would have a seriously adverse effect on the take up, as long as the fans are made aware. It also suggests to me the money raised might go nowhere near the footballing side of the operation but instead disappear into the pockets of the operators of Sevco 5088 Ltd.
    Does anyone fancy contacting Companies House and alerting them to the apparent failure to notify the changes in shareholdings?

  25. ecojon

    @ charliedon

    I believe that both Companies House and the FSA are aware of the problems of a possible failure to submit documentation timeously.

    I have no doubt that the matter will be investigated and if action is required that it will be taken.

    • charliedon

      @ecojon

      I certainly hope so!
      I was talking to a Rangers supporter just yesterday about the dark complexities of the share issue and he certainly had no intention of going anywhere near it.

  26. Marching on Together

    I have never believed that 22m shares have actually been issued, and put that down to Green talking bollox as usual. What could be the case, which would not require documentation submitted to Companies House IMHO, would be if there had been options issued on 22m shares, giving the right to convert these options into shares at a specific time or on a specific occurrence happening.

    • charliedon

      A good point. I actually hadn’t considered the possibility that Chico might not be telling the whole truth about the shares. This would explain why it has never been notified to Companies House.

      • Marching on Together

        Do as I do and assume that everything he says is a lie, until you have seen incontrovertible proof with your own eyes. Then you won’t be fooled, or jump to conclusions based on lies.

    • 100bjd

      MOT,
      An AIM listed company is allowed to issue up to 10% of its shares as options which are granted to employees for motivational prurposes, target achievement etc. These options are granted at a set price and cannot be traded usually for three years. In many cases the original price (the exercise price) is higher than the current price which means the shares are worthless. These option shares need to be agree by the Main Board and need to be allotted through Companies House. You may be thinking about warrants which are a similar mechanism although primarily used for deal sweetening. In warrants again the shares have to be allotted and of course detailed on the prospectus. Rangers must issue shares and must conform to the law.

      • Marching on Together

        True. But there is no AIM company involved here (yet). I cannot think of any restriction on private unlisted companies issuing options (although willing to be corrected, as I am no expert in this field), so long as when the option is exercised the shares have in fact been issued.

  27. JimBhoy

    It’s not for me or anyone else to who is not remotely likely to support the IPO to criticise any intent to offer Chico cash. You want it you go for it IMO. If you think chico is straight up then fantastico… He could sell sand to the Arabs as my old Muslim Granny used to tell me…

    One comment i would make on Ally and Chico is that they seem to be following the same MO of vagueness, shield rattling, contradiction and spinning non stories to avoid any semblance of a factual story. Avoidance of any subject with substance or any factual inaccuracies will obviously make for a much stabler foundation for rangers, sevco or holding companies to take this club to the champions league…

    Chico rocks, anyone who can sneak an ‘uge’ 10,000 fans in under the noses of Strathclyde’s finest to engorge themselves on rangers hospitality is a better man than me.. 🙂

  28. JimBhoy

    @MOT Chico says between £17-23m of interest has been lodged but if they only get £12m then that is a result… Never have I seen such a disparity of figures being a success £30m in the bank by the end of July to £12m in the bank before Xmas…. However why this is even required is more of a mystery as the SB money sits in the bank according to the great man.. I wonder why these proposed money making projects do not get off the ground with all that wedge lying around earning nothing much in interest. Also apparently the shareholders have already had a good return for their investment. I reckon he must be printing his own money..

    The guy seems less than honest to me and with the way the rangers fans have been hoowdinked by the previous 2 owners I am surprised this guy is getting such an easier ride….

    Anyways I am sure all will be fine.. 🙂

    • Maggie

      Me too JimBhoy,what could possibly go wrong !!!!!!!!! 🙂

    • ecojon

      @ JimBhoy

      The only way the shareholders can get any return on their original investment, let alone a good one, is to sell their shares to Rangers Bears at the time of Flotation. Charlie has already said they will double their money although chickens, count and hatch come to mind.

      But if they sell their £22-£25 million of shares – in the main bought at 50p a share – for £1 a time then they will double their money. But if the Bears only buy say 10 million shares then it’s easy to see that less than half the original shareholders, at best, will make any profit.

      So I wonder whose shares will actually be sold to the bears and who will make that decision to retain an orderly market in the shares.

  29. Pingback: The “Sevco Shuffle” – Mr Green and Mr Whyte – Scotland and 5088 – Fun With Forms! | Random Thoughts Re Scots Law by Paul McConville

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