The “Sevco Shuffle” – Mr Green and Mr Whyte – Scotland and 5088 – Fun With Forms!

The ever assiduous BillyBhoy68 has sent me on a couple of documents which could have a bearing on the kerfuffle about Sevco 5088 Ltd, Sevco Scotland Ltd and who bought Rangers. It might also give some circumstantial evidence about the involvement of Mr Whyte.

Finally it answers some questions about the creation of the 22 million Rangers shares, and suggests that keeping paperwork in order is a major problem, even for such experienced and successful businessman as Mr Whyte Green.

One of the documents will be familiar to keen-eyed readers of the blog who have long memories!

Back in July 2012 I wrote about the Sevco 5088 Dis-Application of Pre-Emption Rights.

Part of what I wrote at the time appears below:-

The ever assiduous BillyBhoy68 has brought to my attention a juicy morsel from Companies House. It is a Special Resolution “dis-applying Pre-emption rights” in the shares of Sevco 5088 Ltd.

You can see it here. Sevco Resolution Disapplying Pre-emption Rights

I will confess that the full significance of this is not totally clear to me, but I am sure a reader can explain it for me.

Pre-emption rights are dealt with by Part 17 Chapter 3 of the Companies Act 2006.

————————————————–

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.

The pre-emption right is only triggered by a proposed allotment of relevant shares (excluding subscriber shares and bonus shares) and rights to subscribe for or to convert securities into relevant shares.

Relevant shares mean all the shares in the company except:

  • Shares which carry a right to participate only up to a specified amount in a distribution of a dividend or capital, i.e. shares such as non-participating preference shares where the right to income and capital is fixed
  • Shares allotted (or to be allotted) under an employees’ share scheme

A company can disapply the pre-emption rights of existing shareholders in relation to either of a specified allotment or to allotments generally.

Pre-emption rights in relation to a specific allotment can only be disapplied by passing a special resolution of the shareholders of the company at a general meeting. The resolution must be proposed to the shareholders, in advance with sufficient notice, by the directors who have to set out their reasons for making the recommendation, the amount of payment for the shares being allotted and the directors’ justification of that amount.

As a result of these cumbersome requirements, it is unusual for a company to disapply the pre-emption rights in relation to specific allotments. Normally, the directors are given general authority to allot shares and at the same time the company can disapply the provisions of the CA 06 in relation to allotments made under that general authority. This general disapplication must:

  • be contained in the articles of association of the company; or
  • be effected by way of a special resolution passed by its shareholders.

The above is with thanks to desktoplawyer.co.uk.

————————————————–

So what does this tell us about Sevco 5088 Ltd?

At that date the sole director and shareholder was Mr Green. He owned two shares, being the only shares issued.

He therefore would have been entitled to have any new shares allotted by Sevco 5088 Ltd to other parties offered to him first on the same, or better, terms.

The blacked out section of the Resolution will be the part setting out the director’s “reasons for making the recommendation, the amount of payment for the shares being allotted and the directors’ justification of that amount.”

Therefore shares in Sevco 5088 Ltd were being allotted to someone other than Mr Green, and the Resolution prevented them having to be offered to him first.

As at 23rd May, being the date of the resolution, Sevco Scotland Ltd had not yet been formed. If it was the intention all along, as a Sevco spokesman said, to have the Ibrox team owned by a company based in Scotland, then why use Sevco 5088 Ltd, a company incorporated in Wales, and whose Registered Office was moved to London?

What happened between 23rd May, when the Resolution passed, and 29th May when Sevco Scotland incorporated? Is it the case that the investors put their money into Sevco 5088 Ltd so that it could buy the assets and immediately on the purchase being effected, the assets were switched to Sevco Scotland Ltd?

There might be nothing in this issue at all, but it seems odd, and until there is “transparency and clarity” then people will see shadows.

——————————————————————–

Back to the present day, and the narrative we are now being fed about the purchase of the assets, it is noteworthy that the Resolution is dated 23rd May 2012, but was only received at Companies House on 12th June 2012.

If, as we are led to believe, the decision was made that the assets had to be held by a Scottish company (and 5088 was not a Scottish company) then why did anything need to be done with it at all! Or did the decision to make it a Scottish company only come about between 23rd May and 29th May, when Sevco Scotland was incorporated?

If, as Mr Green’s spokesman said in July 2012, and as was repeated in the Sun last week, 5088 bought the assets and transferred them to Sevco Scotland immediately thereafter, where did the money come from to do so? Who lent the cash to a 2 share company with only one office holder?

The second page of the Resolution indicates the legal advisers of the Company to whom the response to the Resolution should be sent.

It is Field Fisher Waterhouse. This major and prestigious London firm has been Mr Green’s English solicitors throughout this process.

The coverage over the last few days suggested though that he went to them because Mr Whyte had already got the ball rolling with them. As Mr Whyte and Mr Aidan Earley had FFW acting in connection with previous deals of theirs, this makes perfect sense. After all, better to use lawyers with which one is familiar and who have done a good job.

But, is it not a little odd that Mr Green, who, he tells us, was simply stringing Mr Whyte along and who was simply using him to “save Rangers”, used and uses the solicitors chosen by Mr Whyte?

There is no suggestion of any conflict of interest on the part of FFW at any time although, in light of the verbal explosives being exchanged by Messrs Green and Whyte now, FFW might be checking its terms of engagement letters to see if there is now a conflict.

On the piece of mine from July, Joseph McGrath, one of the regular commenters here, noted the following:-

I see Christine Phillips is listed as one of the legal advisors. She is listed on her company website as dealing with international / cross border transactions. Is this about transferring shares to the middle east or Asia?

Bearing in mind where some of the shareholders have come from, Joseph’s speculations might well not be far off the mark!

——————————————————–

Turning now to the second document, this is a Resolution of Sevco Scotland Ltd (now Rangers Football Club Ltd). As we are aware, this is the company which is owned by Rangers International Football Club PLC, and which itself owns the “assets and business” of Rangers.

It can be read here Sevco Scotland Ltd – Resolution re Division of Shares

You will see that it is a Resolution dividing up the share capital of Sevco Scotland Ltd. Each £1 share is divided into 100 shares of 1p each.

The Resolution also allows the Board to allot shares up to a nominal value of £100 million.

The Resolution was passed by Sevco Scotland Ltd, signed by Mr Green, as the “eligible member” on 29th May 2012. That was the date the Company was incorporated.

The Resolution was only received by Companies House on 1st December 2012, over six months later.

Back in October 2012 I wrote a piece from which the following is extracted, regarding where the 22 million shares to be allotted actually were! (I apologise for the lenght, but I think it is needed to ensure a full analysis.)

———————————————-

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 to 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.

———————————————

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.

———————————————————-

Apart from getting the wrong company as being the “football club” company, I got much of what I said right, including that of the structure – lucky guesses!

So the paperwork regarding the new shares, which had long been allotted by that stage, only made it to Companies House just before the float. Clearly an oversight amongst busy people, rather than any attempt to shroud matters in mystery, which it would be a vile calumny to suggest.

Mr Whyte had a very unfortunate run with official paperwork, as this site and others have shown repeatedly. If it wasn’t that forms were filled in with the wrong names, or the wrong dates of birth, they were misplaced in the post, or maybe misfiled in an office somewhere.

Strangely enough, the Companies House records do not, as far as I can see, disclose any paperwork, other than the Resolution above, having been lodged regarding the allotment of shares.

EDIT – Thanks to easyjambo for clarifying what does not seem to appear on Companies House for me.

He helpfully posted this in the comments:-

Paul – The above is incorrect. RFC Ltd (Sevco Scotland) did lodge a couple of SH01 forms on 7th December.

The first covers the period to 17th August and shows:
19,225,200 purchased at £0.01p
1,000,000 at £0.50p
8,825,000 at £0.99p
290,000 at £1.00
for a total of 29,340,200 shares

The second covers the period to 31st October and shows a new total sold at £1.00:
3,325,000 at £1.00
and a total of 33,415,200 shares

It therefore remains an official mystery, for now at least, as to how all of the shareholders in Sevco Scotland Ltd (now Rangers Football Club Ltd) managed to get their hands on their shares, which were then of course transmuted, as if base metal into gold, into shares in RIFC PLC.

A failure to lodge the relevant paperwork regarding allotment of shares does not invalidate the allotment but is a criminal offence by the Company and its officers.

I am sure though that, as with Mr Whyte, these lapses are merely matters of admin not being 100% perfect.

Posted by Paul McConville

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88 Comments

Filed under Charles Green, Companies Act 2006, Rangers

88 responses to “The “Sevco Shuffle” – Mr Green and Mr Whyte – Scotland and 5088 – Fun With Forms!

  1. mick

    it really is a massive criminal mess

  2. JohnBhoy

    “The Sevco Suffle…”

    Ally will perform the Ally Shuffle, demand transparency – to be honest, I won’t lie to you, absolutely, people need to know – and all will be revealed. Walter says he’ll maybe ask questions as well. Hallelujah ma lord, the truth will be told!

  3. Monti

    I’m not taking any enjoyment from the demise of Rangers (IL) & the imminent death of the the Rangers/ sevco5088/sevco scotland/newco/deadco/oldco or zombie I!!! It’s not funny is it? Stop laughing at the back there! LMFAO HAHAHA ! No we shouldn’t laugh… Ahhhhaaaaahhhaaa TICK TOCK GOES THE SEVCOVITE CLOCK……NOT LONG NOW…..

  4. Vapid

    Wow. That erm some hard hitting stuff. Surely if they hadn’t lodged these papers they would have been in trouble already? These people don’t just let things go by a few months if it’s a criminal offence.

    Surely the people buying the shares know the name of the company they bought shares in?

  5. Gretnabhoy

    Oh what a tangled web they weave…………

  6. AMS

    The big question which has never been answered is this: who actually put up the £5.5m to buy the assets. Charles Green didn’t have the money. So who did?

    • allyjambo

      AMS,
      At a guess, I’d say TRFC did, with the money raised in the IPO, or season ticket sales. Either that, or the criminality is greater than we imagined, with no money going to D&P for the creditors, and their £5m charges covering the fact. The plan might have been to reimburse D&P at a later date. Just a thought, but like you, I cannot remember seeing anything that categorically showed this money to have been transferred between Green’s consortium and the administrators, only their word! The only legitimate answer, unless the money was repaid from STs or the IPO, could be that there are £5.5m worth of shares owned by the original investors relating to the original purchase.

    • Thomas

      I did…..MOOUHAWHAWHA!
      A steal! at £5.5M.I can get an Aldi, Starbucks, Burger King, B&M & the worlds biggest Screwfix on that site once I’ve got St SevcoII set up in Paisley with my new buddy Gilmour!
      MOOOOOOHAHAAA!

  7. If I’ve digested this correctly, it means shares were sold to Sevco fans & investors without them being aware that proper legal procedure was not follow followed, & other necessary information was not disclosed. There has also been much speculation that the heralded figure of over £22M is not quite accurate, this also must add substance to that theory This is a tub of maggots that the lid is only just beginning to be pulled back on. I have a picture of James of Airdrie desperately emailing job applications to Sportsound & Superscoreboard
    Jelly & Ice cream won’t cut it this time I’m placing an order for champagne, caviare & truffle pate 🙂

  8. Lurking and Learning

    You do an excellent job Mr. McC but I think I still need a Philadelphia lawyer to make head or tails of this.

    After a year trying to lurk and learn my wee brain is frazzled.

  9. Budweiser

    If newtz is correct then the situation is much worse !

  10. Fisiani

    Oh what a tangled web we weave, when first we practise to deceive.

    • allyjambo

      Fisiani,
      That line has been repeated here, and elsewhere, so often, yet it still says so much and makes me smile.

    • SairFecht

      Good to see that at least one Walter is still being quoted – been in the grave since 1831 and the other Walter seems even more silent.

  11. mcfc

    And I would have got away with it, if it hadn’t been for you pesky internet bampots.

  12. Dhougal

    Time to call in Miss Marple me thinks,or maybe the police Scotland will solve this ? ……….what am i thinking ,they’re too busy wi the kettling !!

    • gortnamona

      Dhougal
      Miss Marple, Poirot, Tommy & Tuppence, Hastings and Inspector Japp.
      Maybe the best choice would be Lord Peter Wimsey who sorted out a very fishy case in Scotland a while back.

    • Budweiser

      Dhougal.

      As long as it’s not Poirot and the A,B,C. murders . We don’t want to confuse carson .

  13. Carntyne

    Assuming Green and Whyte truly have fallen out, and their recent spat is not part of some devious,dastardly, in cahoots plan, I was coming round to the idea that Sevco 5088/Sevco Scotland was a device to cut Whyte out of any involvement in Rangers.

    Green puts assets into Sevco 5088 in which Whyte has an interest, and then a double shuffle into Sevco Scotland in which Whyte has no involvement.

    Bye, bye, Craigy.

    This of course is probably well wide of the mark, and just me stretching for an understanding of what is a complicated matter.

    I make no pretense of having a total grasp or even half a grasp of the nuances of the convoluted legal language in Paul’s post, but one thing I do know.

    Such language makes it easier for those who don’t mind bending the law to their own advantage.

    A Rogue’s Charter.

    It turns what should be watertight contracts into documents that can mean anything, depending on the opinion of learned counsel.

    Black can be, and often is, argued to be white.

    Witness the strange decisions of Lord Nimmo-Smith and others in the Rangers saga so far.

    Farcical.

    To quote Mr. Bumble…”The law is an ass”!

  14. Antonious F

    Speaking of allotments Paul, as this farce goes on, I can some some people being sent home on gardening leave till it all blows over.
    They will try the old ‘there is nothing to see here, move along’ trick, but I think there are too many bampots at the ready for that.
    Off to help my old mate William wallpaper his living room with share certificates.

  15. Budweiser

    Paul.

    Now , this could be Armageddon.
    http://www.celticquicknews.co.uk/?p=12045

  16. arb urns

    whenever something doesnt quite sound right a wise old owl thinks… what if the opposite is the case…… there are some crackers emerging here…………

    ” u r sevco ..thats what we are sayin ”
    ” we wanted a scottish company to ????? this great scottish institution ”
    ” think of us as your representatives on the board ”

    The DADDY of them all if its true and chico did say ” he was given another account to pay it into “………… Imrans Mum……….. surely not…………………….

    Victor Meldrew ” I dont believe it “

  17. If wee Craigy has Chicco by the Donegals, how does “The Establishment” save its wee pet?
    If wee Craigy is involved in the ownership, Sevco are deid again! Craigy has a lifetime ban, which will render this seasons Sevco results void, and bring down the SFA. The share flotation illegal, the CEO and others in gaol, a lot of disgruntled Sevconians, and no exaggeration,, baying for blood. To an extent, rightly so!
    If it is decided the SDM / wee Craigy deal is illegal. Obviously CG and his cohorts would not have made the purchase. Again, Sevco deid! SDM and wee Craigy in gaol. Last season a wash out, and the SFA fall.
    From an Establishment point of view, best scenario is to silence wee Craigy, and have him erased from the sale chain. i.e. From SDM straight to CG. Sevco can then trundle along through the smoke mirrors and “silence” . The SFA, damaged, but with a couple of token rolling heads, surviving.
    Is there a legal mechanism, whereby wee Craigy can simply be written out of the sale chain? His purchase from SDM voided, his “sale ” to CG voided, and, a “leap” found to legalise a sale between CGand SDM “constructed.
    I would suggest wee Craigy holds a few aces, in a 5 ace pack. Only the casino owners will win!

    • Lurking and Learning

      @barcabuster
      “From an Establishment point of view, best scenario is to silence wee Craigy, and have him erased from the sale chain.”
      ————————————-

      Ah, the old direct yet subtle approach?

      • I think if such a legal mechanism exists or can be “argued”. Then that will be the most likely outcome. Rules have already been bypassed, altered, and renewed. What is a few more?

    • Thomas

      Its Hun eat Hun time, shafting Octopus was really bad for business,Sevco may be Whytes only chance to keep his house! he will fight in the gutter, no one is safe from a man set up as SDMs Patsy and Greens googly eyed fall guy.How dirty would you fight if it was youre house? get the popcorn and hotdogs oot!

      • 100bjd

        Thomas,
        You may find that Craigiebhoy,s castle, Bentley etc are either totally dripped up or belong to an offshore company that is out of reach of a UK bankruptcy process. I think Paul is right on the sevco switcheroo. Green needed Whytes shares in a CVA scenario and Whyte as I have posted before would have covered this position both ways ie his deal, which is no doubt an equity participation would have covered BOTH CVA and liquidation scenarios. Green and co have thrown Whyte under the bus and probably used the fans as a weapon to keep him quiet. It has not worked hence this mess.
        The fact that Ticketus are still trying to get their money out CW leads me to surmise that they believe CW still has a viable position relative to the Rangers assets……………….maybe John Brown……..or Donald Findlay who is no fool had a point! Whaurs ra deeds!

    • @barca

      Much as I’m sure they’d love to try this, unfortunately (from their point of view) it would need the collusion of the financial authorities which I don’t think will happen. Too many “outsiders” involved to just make it quietly go away

  18. Lurking and Learning

    Another excellent piece by alzipratu on the Rangers Charity Fund and the AC Milan game. It´s an update re his last piece on the subject.

    http://alzipratu.wordpress.com/

    • Lurking and Learning

      Judging by the TD, there seems to be someone lurking but not necessarily willing to learn! 🙂

    • mcfc

      @LnL

      excellent reading – the test of true corruption is that the culprits make no reasonable effort to hide it.

      • Lurking and Learning

        @mcfc

        My reading of this particular instance is that it´s not necessarily deliberate. Simply that they have absolutely no idea how things SHOULD be done and gone about it in an amateur, cack-handed fashion thinking “How hard can a charity be? Let´s start one, eh?”

        • mcfc

          @LnL

          Are you serious ?

          That’s the first and feeblest excuse for corruption. Isn’t it funny that people who make mistakes in these circumstances always seem to benefit handsomely from their mistakes. That’s why I’m not rich – I’m not making enough amateur, cack handed mistakes.

          • Lurking and Learning

            @mcfc

            Yes, I was being serious. Naïve also perhaps.

            It´s just that reading it they strike me as a bunch on the outside trying to get in and without understanding the complexities involved have made a huge mistake because of their simple-mindedness.
            The people on the inside couldn´t have cared less where the money was coming from and have taken them for mugs as well as everyone else they tried/are trying to shaft.
            One thing is for sure (whether I´m right or wrong), they certainly know about the complexities and legalities of running a charity now.

            • mcfc

              @LnL

              I hope your trusting nature is never abused by the likes of Whyte, Green and Murray

            • Maggie

              @mcfc
              Whyte,Green and Murray …… Named the “podium of odium” by
              Raymilland on the previous blog….brilliant.
              I’ve long thought,that the difference between “us” and “them” is that we’re funny and they’re not. 🙂

    • Carntyne

      The same Rangers charity is to be a recipient of further funds from the recently advertised Rangers Pensioners 11 v ManU Old Crocks 11.

      Allegedly.

  19. From the corporate structural layout you highlight above Paul. It is clear, that until the matter is resolved by independant authorities. Chicco can NOT prove ownership of Sevco.
    Again I say to the SFA. Their license MUST be suspended pending further enquiries. It is too complicated an issue for them to decide or resolve!
    It is going to provide a headache for the most learned of bodies to unravel. They are not the most learned of bodies. They must wash their hands of the decision immediately! Who could blame them?

  20. Rumours that Sevco making a statement at 3pm.

  21. Guillermo

    I don’t think we’re far from seeing this sorry affair being aired on an episode of Judge Judy. I can just see it:
    CW: I gave him the money in good faith.
    CG: It was a loan.
    JJ: Shut the f*** up both of you. Here’s what I think happened …

  22. mick

    what a weekend were in for its cyber melt down soon with this

  23. mick

    tommy in glasgow is tweeting sallys for the axe today lol

    haha pmsl big news at 3 tommy the most famous cabbie ever is well on the ball and in the know and a would bet this is true what else will we here lol

    am starting sally must stay as his whisper always springs to mind when a here his name lol

  24. mick

    fat sals for sack at 3

  25. Guillermo

    Maybe some entrepreneur could form a spin off from the Judge Judy show; “Punch and Judy”:

    “Gift”
    “Loan” Whack!
    “Gift”
    “Loan” Whack!
    “Gift” …

  26. Monti

    Peter Grant to become new Rangers (IL) manager…..bless him. Announcement at 3 GMT!

  27. mick
  28. mick

    all the permrage bears will be wiping there brow its nearly half past and no news yet lol patience is a vurtue

  29. JohnBhoy

    Every time I type in “Ibrox” my spellchecker tries to replace it with “Lucifer”. Anybody else got that problem?

  30. ecojon

    @Paul

    Companies House were well aware that the requisite paperwork for the changes in shareholding had not been submitted until, as you say, just before the flotation which was in breach of the regulations having well exceeded the time limits.

    But it strikes me that if the shares in TRFCL were swapped for RIFC Plc shares on a 1 for 1 basis then what shares are left in TRFCL?

    There has at least to be 1 x £1 share I believe (There were originally 2 x £1 subscribers shares held by Chuckles). So the paperwork submitted to cover the sub-division of the original 2 x £1 subscriber shares was submitted last year but the expanded shareholding was effectively transferred to the holding company.

    But where is the paperwork showing the change and resultant shareholding status of TRFCL after the swap of the TRFCL shares. This paperwork is again well overdue.

    There are three directors of TRFCL: Stockbridge, Ahmad and Green. Malcolm Murray was previously director and chair but resigned last December and became NED chair of RIFC Plc.

    I previously highlighted my confusion over whether one of Chico’s original subscriber shares had been transferred to Ahmad and my post is at:

    https://scotslawthoughts.wordpress.com/2012/08/13/the-many-mysteries-of-the-rangers-fc-shareholding-by-ecojon/

    It raised a number of questions which in hindsight may be of importance and I will dig a bit more and also contact Companies House and demand that they get the information displayed which the public are entitled to view. And in view of the past breaches perhaps some strong action is required.

  31. Monti

    Really,really enjoying my football this season, our favourite son Neil Lennon leading the club to a possible double, in our 125th unbroken year, wonderful champions league nights & tens of millions coming into the club coffers. As a support today, we should be very proud of the club,Mr.Lawwell & the manager, coaching staff & players, let’s stay together & have a wonderful season. P.S. Charles Green has agreed to fly to Geneva to take in the champions league draw on behalf of Celtic….Peter Lawwell confirmed ” Charles has agreed to go to Geneva for the draw on behalf of Celtic & Charles could also organize training facilities for our opponents to train at Murray park at the same time”

  32. remember the tv show the Prisoner with Paddy Mc goohan and his famous saying on that show ; WHO IS NUMBER 1 ? YOU ARE NUMBER 6 , GOING TO IBROX ON A SATURDAY MUST BE LIKE RUNNING LAST IN A HORSE RACE ALL YOU SEE IN FRONT OF YOU IS ASSES, PS SEVCO/PAWNCO/ DUPECO/DUMBCO/SLUMCO FANS REMEMBER THE WISE EASTERN PROVERB,GOOGLE IT YOU HALF WITS, GOD BLESS SISTER “MARY PAUL” AND ST LAWRENCES RC SCHOOL GREENOCK 1963,ANYWAY BACK TAE WATCHIN’ THE TELE TUBEEZ TOODLELOOTHENOO FRAE “POPE FISCO THE FOIST”

  33. easyJambo

    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.

    Paul – The above is incorrect. RFC Ltd (Sevco Scotland) did lodge a couple of SH01 forms on 7th December.

    The first covers the period to 17th August and shows:
    19,225,200 purchased at £0.01p
    1,000,000 at £0.50p
    8,825,000 at £0.99p
    290,000 at £1.00
    for a total of 29,340,200 shares

    The second covers the period to 31st October and shows a new total sold at £1.00:
    3,325,000 at £1.00
    and a total of 33,415,200 shares

  34. easyJambo

    SH01s submitted by TRFC Ltd on 7th December

    as at 17th Aug

    as at 31st Oct

    • ecojon

      @easyJambo

      But these shares were swapped into RIFC Plc so what shares are left in TRFCL and where is the SHO1 to reflect the position after the swap?

  35. JimBhoy

    @Mick If you would have said that, ‘Sally for the sack’ before the Whytegate tapes I would have agreed and the rabid bears would probably have wished him well in furthering his career answering phones for Jabba’s call in, BUT now Chico is under pressure to show unity and moving Sally out now would be suicide imo… Best thing that can happen for all us obsessed is for both Chico and Sally to stay and for the circus to go on… More fun and laughter to come…

    I will reiterate something though, I cannot see Chico being in this for just a couple of Mill profit… Interesting piece earlier speculating that there might be a loan back deal of Ibrox and Murray park to the company running the rangers, I strongly believe this is chico (and cohort’s) longer term plans to fleece the rabid bears for years to come… He is gonna become their slum landlord… Rigsby outta rising damp, he was a bit racist too if I recall…

  36. I hope everyone please please take 5mins to read this it sure is worth a read to show how cunning this whole deal was executed with the sevco mob the whole kit and caboodle well done alzipratu. And thanks
    lurking and learning for bringing it to my attention

    • Lurking and Learning

      TBH I think I read the original link here, either from Paul or another commenter. I might also be wrong and actually found the link on TSFM.
      There are more links flying around the interweb than pork pies in the Blue Room, that I can´t keep track.

      If I knew then what I´ve learned whilst lurking now, I might have passed my SNC in Public Admin. back in the day! 🙂

  37. Al ross

    I see that Ibrox is going to host the Rugby Sevens at the Commonwealth Games in 2014, could this be the way forward ?

  38. Old Cartha Bhoy

    I just cannot fathom out where BDO are in this…Paul has warned us of the slow process associated with liquidation but are they doing anything? At least one hopes they are reading material such as Paul’s brilliant, nee, forensic, analysis of this sordid little tale but it makes me hark back to the nightly slot D&P had on STV from mid 2012 onwards last year…I miss them now,

  39. Chicco supplies the clarity that the SFA urgently crave.

  40. jerfeelgood

    Sale and leaseback:

    I posted a version of this the other day on TSFM

    If I understand my business correctly, a sale and leaseback scenario will never be viable long term because:
    Rangers are not a viable enterprise: Rangers current business model is losing circa £1m per month. This is owning the facility and administering/operating it directly. The cost of this would increase if they were to add a middleman owner who would be looking to take a substantial profit. If one took the shareholders (£22) plus the initial investment (£5.5m) for a total of £27.5m, all of whom would be looking for a return on investment, they would have to bill rangers £4m/annum for a 7 yr break even or £5.5m/annum for a 5yr break even (presuming the shares would have no future value). This would increase rangers current monthly operating loss by £350-475k/mth. They (the property people) would then become profitable going forward from that date.This is a non starter as rangers simply can’t afford to increase it’s losses at this time.

    I think people are overlooking the fact at the moment that the single biggest drain on rangers at the moment is the operation costs of Ibrox. Rangers the business (minus heritable assets) at the moment is unsaleable. Before you could even try to sell the company at the moment you would have to show a break even model to any potential purchaser. Thence why miller and co took a runner after two days last year.

    The only route of of this fiasco for rangers in my opinion, is extremem rationalisation of it’s cost base for the next 4-5yrs by (a)getting rid of all expensive players (b)getting rid of all expensive backroom staff (c) mothballing IBRox and murray pk for 5yrs and moving to a smaller cheaper facility, probably one at which they could share expenses with another team (firhill, hampden, wherever st.mirren play etc) allowing them to get rid of all the administration and operations costs relating to Ibrox.

    • Sam

      To Jerfeelgood – This is from your email above – “shareholders (£22) plus the initial investment (£5.5m) for a total of £27.5m”

      I don’t know if or why this is connected but from BBC Douglas Fraser:- “According to Craig Whyte, he signed personal and corporate guarantees totalling £27.5m for that Ticketus money”

      Daily Record 30th October 2012 – “This should have raised concerns that Whyte could not keep his pledge to spend £27.5million on the takeover”.

  41. Ticketus appear to have been very relaxed throughout this. I do not believe that a personal guarantee from wee Craigy would result in a relaxed manner. And why would wee Craigy offer one. It’s a helluva gamble.
    Perhaps Craigy and ticketus were comforted by the fact that 5088, was an English company from which they could seek redress. They had D&P in an exclusivity agreement with 5088…..Cool!
    Then came the whammy! A double whammy! !. Ticketus and wee Craigy both side stepped by D&P transferring the assets to Sevco!
    Leaving Ticketus the only and fruitless route of sueing wee Craigy. And wee Craigy with a monster £18m bill.
    Was the plan between CG and Craigy, merely to bump Ticketus, with wee Craigy, still being sued, but becoming very wealthy! As there is no paper trail to him, bankrupt but loaded!
    Realising there is no paper trail to Craigy. The path is now clear for CG & Co. to bump Craigy……BUT! He has the tapes.! He is in the clear re his personal guarantee to ticketus and can afford it,, And some!!!!
    The tapes were not part of the deal !
    Are CG & Co the pasties? With the unlikely alliance of wee Craigy & Murray the perps.
    Or did wee Craigy “dupe” Murray all along? And in alliance with CG only plan to bump Ticketus.
    All that would be required would be a referee, willing enough to make a few “genuine errors” taking the game to extra time, and extra fees.
    Obviously I have just made all of that up, with my fertile imagination. It could never happen in real life.

  42. lordmac

    why did it take strathclydes finest so long to get to ibrox and whytes castle when in June July time 2012 lord hodge told them to investigate rangers take over i find it strange to go about looking for clues at this late stage is there a reason for this do you think. also it was noted that the BDO where given a free reign by the judge in pursuing the rangers take over

  43. Greg72

    Paul – a question! You may have dealt with this previously! However, have you made BDO aware of this post, or are you just leaving them to ‘discover’ it?
    Might I suggest that if you’ve not made BDO aware of it, you might care to send them a link?

  44. http://www.thefreelibrary.com/DUFF+AND+PHELPS+PUT+GREEN+UP+FOR+SFA+FITNESS+TEST.-a0294646087.

    Chicco made an application to have Rangers license transferred to SEVCO 5088.
    If that company was not used for the buying of the assets. Then they must have played the entire season without the playing license which they shouldn’t have been granted in the first place!
    WHO DID THE SFA GRANT LICENSE TO?

    • The £160,000 membership fee must have been paid by somebody, and the SFA, must have receipt of it. Does anybody know how to find out? If they granted the license to Sevco, and not 5088, they must have been aware of a switcharoony.

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