Rangers Confirm Sevco 5088 Is Subsidiary of Rangers PLC + How Long Is “Without Delay”?

Rangers are busy with Stock Exchange announcements. Today comes the following:

———————————-

22 April 2013

Rangers International Football Club plc

(“Rangers” or the “Company”)

Director Declaration

In accordance with AIM Rule 17 and further to the Company’s admission document dated 7 December 2012, the Company confirms that in addition to the directorships disclosed in the admission document, Charles Green and Brian Stockbridge held directorships in the following companies, each of which is a subsidiary of the Company, at the time of publication of the document:

Charles Green

Rangers Retail Limited

SEVCO 5088 Limited

The Rangers Football Club Limited

Rangers Financial Services Limited

Rangers Matchday Services Limited

Rangers Media Investments Limited

Rangers Youth Development Limited

RANGERS.CO.UK Limited

Rangers Media Limited

Rangers Security Services Limited

The Rangers Shop Limited

 

Brian Stockbridge

The Rangers Football Club Limited

Rangers Financial Services Limited

Rangers Matchday Services Limited

Rangers Media Investments Limited

Rangers Youth Development Limited

RANGERS.CO.UK Limited

The Rangers Shop Limited

Rangers Retail Limited

Rangers Security Services Limited

Rangers Media Limited

————————————–

The specific rules are as noted below:-

AIM Rule 17

An AIM company must issue notification without delay of:

the resignation, dismissal or appointment of any director, giving the date of such occurrence and for an appointment, the information specified by Schedule Two paragraph (g) and any shareholding in the company;

 

Schedule Two paragraph (g)

A company which is required to produce an admission document must ensure that document discloses the following:

the following information relating to each director and each proposed director:

(ii) the names of all companies and partnerships of which the director has been a director or partner at any time in the previous five years, indicating whether or not the director is still a director or partner

————————————————

So there are a couple of issues which seem relevant here.

First of all, as the AIM Rules require, this information is to be provided “without delay”. Is five months after the admission document “without delay”?

It might possibly be – after all, Rangers advisers have had a lot of things to attend to.

And after all, Mr Green and Mr Stockbridge might not have appreciated all they needed to tell the Stock Market.

Secondly, and lurking in the text, is the confirmation that Sevco 5088 Ltd is in fact a subsidiary company of RIFC PLC.

The very same Sevco 5088 which Mr Green was recorded  as saying he was handing back to Craig Whyte – the same Sevco 5088 which had Mr Whyte and Mr Earley appointed as directors and then unappointed.

As part of the “orderly transition” of Mr Green from CEO one is sure that the connection of the various companies can be easily explained. After all, once he leaves, it might be impossible to pin him down to answers, particularly as the striking off of Sevco 5088 is in process.

Would the AIM take any action against RIFC for the delay in reporting these details? Almost certainly not, unless someone can argue that the failure to disclose in some way skewed the admission document unfairly.

Nevertheless it can only be a further corporate embarrassment for the PLC, which today has had to face media reports that Mr Cartmell, one of the non-executive directors, is to leave to deal with other business interests he holds in Singapore.

The share price has rallied but, as the stock market reports would say, on light trading.

Posted by Paul McConville

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95 Comments

Filed under Charles Green, Corporate Governance, Rangers

95 responses to “Rangers Confirm Sevco 5088 Is Subsidiary of Rangers PLC + How Long Is “Without Delay”?

  1. SouthernExile

    I’m well confused now.

    According to Worthington’s stock exchange announcement, it has acquired 25% of Law Financial whose assets include its subsidiary Sevco 5088.

    According to today’s RIFC announcement, Sevco 5088 is (present tense) a subsidiary of RIFC.

    Neither says wholly owned – maybe they each hold 50%?

    And RIFC subsidiaries include R Shop, R Youth Development etc – were these acquired from Oldco? Don’t recall mention of it in the D&P creditors report.

    Curiouser and curiouser.

  2. easyJambo

    Your statement that Sevco 5088 is a subsidiary of RIFC has to carry the caveat of being the position at the date of the admission document (07/12/12). Otherwise there have to be further questions surrounding Worthington Group’s purchase of Whyte’s Law Financial Ltd which claimed to have Sevco 5088 as its subsidiary last week.

    Oh what a tangled web they weave!

  3. @gortchomhor

    Paul, you say “Would the AIM take any action against RIFC for the delay in reporting these details? Almost certainly not, unless someone can argue that the failure to disclose in some way skewed the admission document unfairly…” but there’s a lot more to it than simply that.

    There is a dispute over the main assets of the company RIFC, as you know. This dispute goes to the very heart of what was offered in the in the IPO and the role of Sevco 5088, its history, and ownership, is central to that dispute..

    I fail to see how the LSE can ignore this, it’s bringing their whole marketplace into disrepute and makes it look crooked and ridiculous. The more documents they add to try and cover their backsides, the more crooked and ridiculous it all looks.

  4. Hi Paul,
    It looks like surrender to me!
    Rent for Ibrokes and Murray Park, will duely be paid to 5088. A nice wee leaving gift for the players of this elaborate game of snakes and ladders.
    I recall seeing a document some time ago, outlining a rental agreement for these assets but it was pooh poohed as fake! Maybe it wasn’t!

    • Monti

      Could someone no just finish this!!!! Wreck it Ralph with his crane & wrecking ball please, go on Ralph just below the sign that reads ‘ Rangers football club…..10, 9, 8,7,6,5,4,3,2,1,………TESCO!!!!!

  5. JimBhoy

    Is there any way of finding out what assets 5088 actually have a claim over?

    • All of them.

      Sevco 5088 was the entity with whom Duff and Phelps entered into an exclusive agreement to sell the administration assets – and this was everything, Ibrox, Murray Park, all other physical assets, and the brand – for £5 millionish.

      • John Clarke

        But were they sold to SEVCO 5088 or SEVCO Scotland? …. If SEVCO Scotland would that be a breach of the ‘legally binding agreement’ between the administrators and SEVCO 5088 which was used as one of the reasons for not being able to sell of the assets to anyone else other than SEVCO 5088 after the failure of the CVA??

        • Budweiser

          JC.
          You’ve not been paying attention. Newtz explained it – go to the back of the class and swot up!

          • Budweiser

            JC.

            ps;- If you see carson there, explain it to him. — On second thoughts, don’t bother. He likes numbers – just tell him the answer is 49.

        • This is the heart of Whyte’s claim.

          1. If Sevco 5088 was the acquiring company and the assets were later transferred and Whyte was in fact Sevco 5088 then the transfer may have been illegal.

          2. If an agreement was made with Sevco 5088 but the sale was made to Sevco Scotland then what was the basis for the switch, who approved it, was it a breach of the exclusivity agreement, etc.

          In both cases, Whyte would argue, an agreement was made with Sevco 5088 but a switcheroo has been done to a similiarly named company with different directors and shareholders.

          • To help you make your mind up:

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

    • @gortchomhor

      Yeah, just ask them.

      Whatever you do, don’t ask who or what is Sevco 5088 is…

    • Monti

      Yes, ask Craig Whyte.

  6. Robert D Bruce

    Paul,

    The light trading you report is surely “club” supporters trying to make their “club” look better as the volume of shares are in relatively piddling amounts.

    10:54 – 22/04 Buy 64 63.00p £40.32
    09:44 – 22/04 Buy 1558 63.00p £981.54
    08:13 – 22/04 Buy 612 63.00p £385.56
    08:11 – 22/04 Buy 1008 62.97p £634.74
    08:08 – 22/04 Buy 773 63.00p £486.99

    What they don’t seem to be considering is that their hard earned money is going into Rangers International Football Club coffers and that company may offload their “club” at any given moment.
    The funds to which Charlie boy then has access could be used to buy another “club” – perhaps Bury :-). This would satisfy Charlie’s ambition to play in England and when the Scottish “club” goes under again he can use buy some of their players and perhaps some of their assets with the money kindly donated by hard working bears as witnessed above.

    Some peepul need to wake up to reality. Your cash is now Charlie’s and probably Whyte’s now and like the “club” it won’t be coming back any time soon.

    Don’t take this as any form of financial advice. Merely advice. 🙂

  7. Pensionerbhoy

    Paul

    The web has become so tangled, I fear even the spider has been trapped. It is now a question if there is actually a way out or if the silky smooth green threads need to be ripped to pieces.

  8. mick

    its criminal now and they know it the met will be here soon lol remember back to share doco there was no specific mention of who owned the club assets whyte is sevco d&ps were whytes mates its a pheniox whyte bumped the taxman and creditors the admin mob sold to sevco its a web of frudulant crime blown wide open via whytes tapes ,its endorced via sfa(secret 5 wayagreement) snp (the fabric of our nation)how sad for the man that does 8hrs a day and gave green money for it to vapourise in the britsh virgin island

  9. mick

    anyway all this is just a side show to 10 in a row lol hail hail
    what a start to week already something big is going to happen a can feel it lol a micks hunch lol

  10. dan

    Does the UK have an extradition treaty with France? I only ask in case we have to haul Chico Verde out of his chateau.

  11. robertg

    Anyone have access to see what the Sevco 5088 Companies’ House register of members says in terms of shareholders? Much as I enjoy these shennanigans, I draw the line at actually paying money to look into the caper.

  12. JimBhoy

    Assuming Whyte still owns the assets, where does this sit with HMRC who he effectively stiffed for non payment of taxes.

    If memory serves he was struck off from being a director before for moving assets to another company just before the original company were liquidated.. Isn’t this a similar manouvre, just aided by D&P..?

    If Chico did not own the assets he mentioned in his prospectus for the IPO, isn’t this fraud?

    Whose going to jail first?

  13. JimBhoy

    If Chico lied in the IPO surely his shares will be suspended… If the rangers investigation find more dirt on Chico surely they should be looking to sack him and not give him a generous wedge..So after all this he could be left with nowt, justice done… However I think he would have been syphoning off monies for a while now, maybe why some are not allowed to see the bank info.

    Has green left or is that to happen in May, surely with something so serious that he is being investigated would have had him on immediate garden leave.. If he is still around Ibrox I wonder how much of that is him trying to cover up more of what may be coming… I believe he is often seen near a shredder…

  14. david

    Never in the field of football history have so many been duped so easily by so few.

    • Monti

      Absolutely & they should not be playing association football because of it! How was your weekend & how’s the good lady doing?

    • david

      Good Lord, what is happening to me?
      40 TUs and 0 TD s?
      Need to get back to sparring soon, when spouse better.
      Apologies to Winston Churchill.

      ps arent you lot getting tired of the constant stream of duplicity and hilarity coming out of Ibrox? At what point does the coup de grace become necessary?

  15. Al ross

    Paul I was struck by the part that an AIM company requires that the names of all companies and partnerships of which the director has been a director or partner at any time in the previous five years, indicating whether or not the director is still a director or partner. As such would we not expect to see more companies listed than all those relating to RIFC or is it only those related to RIFC ?

    • Project Walliams

      The original prospectus lists all(?) the companies outside “T’Rangers Group” that the individuals are in. It then lists the “significant ” subsidiary companies to the plc of which Sevco 5088 ltd gets no mention. Had Chico assumed he had got away with stiffing Whyte then one could imagine Sevco 5088 was not significant. But if Whyte had already raised his claim with Green that the assets should still be in Sevco5088 then that might be an apparently misleading assumption.
      One wonders when Whyte started asking for his assets. Was it before the AIM launch?

  16. lord mac

    how can they be directorts of the 3 named companys when there was a floating charge placed on them before the where here, the rangers co.uk and the rangers shop and the rangers financial seveces ltd had all floating charges against them 2 of them where issued on feb 1999 and the other in nov 2006

  17. Monti

    For the avoidance of doubt & I won’t lie to you….here we go 3 in a row! I just can’t get enough!!!!!!!!!

  18. Question – is Rangers International Football Club Plc the entity formerly known as Sevco Scotland Ltd?

    If so, the follow up question is how did it come about that Sevco 5088 Ltd, a company incorporated before it, became a subsidiary of it?

    • redetin

      Sevco Scotland Ltd changed its name to The Rangers Football Club Ltd.

      Rangers International PLC was formed and listed on the London stock exchange to become the holding company for The Rangers Football Club Ltd.

    • Paul

      ooh! Good point there ZT!

      Surely there has to be purchase documentation by Rangers International, or Eangers FC ltd of the separate entity Sevco 5088?

  19. For the avoidance of doubt. Sevco were granted membership and license on the express condition Craig Whyte was not involved.
    Craig Whyte was a director of 5088.
    5088 is a subsidiary of RIFC.
    Campbell Ogilvie is a liar, A crook, and a Charlatan.

  20. Niall Walker

    It is possible that an owner orchestrates the liquidation of a company and is unable to buy its assets back due to HMRC naughtiness, the owner buys them back through a third party with the intention of selling them and recovering the initial purchase price and more. The third party decides to cut the owner out of the deal and the owner screams foul, enter HMRC looking for evidence of an orchestrated liquidation.

  21. ooooft !! the AIM .. Alternative Investment Market ??
    “Alternative”… most certainly being the operative word

    • SouthernExile

      Good that Pinsents (a heavyweight City firm) are leading this with Deloitte only in a supporting role. D must be sh*tting it as their client has to date been economical with the actualite and has blindsided them. They could not have credibly led the investigation.

      • I believe they also represent Ticketus.

        • Paul c

          One would normally scream conflict of interest, but as a long time reader of this blog, in particular to Harper Macleod piece, I’ll sit on the side lines.

          Don’t get me wrong I’ll still think even if by legal definition there is no direct conflict of interest, the indirect one is blatant.

          Anyway, we should stop digging as we wouldn’t want to scupper their internal investigation, heaven forbid we manage to unearth something they were unable to find

  22. newtz
    April 22, 2013 at 3:35 pm
    “For the avoidance of doubt…Keith Carby is Chairman and CEO of Caerus Wealth”

    Is also on the Board of Metro Bank. Didn’t they handle the banking of the Sevco season tickets last year?

  23. eastside

    How long until this criminal gang is behind bars? If there were a gang of kids from a council estate committing smash and grab robberies they would be nicked as soon as their identities were discovered, yet this criminal cartel work with impunity because they wear suits!

    • dan

      Eastside, this type of Arthur Dalyist behaviour is commonplace in the ‘world of business’. It’s a milieu in which crookery not only thrives, but is expected to occur. As Balzac said, ‘behind every great fortune is a great crime.’ The problem is that the man on the Clapham Omnibus, is blind to it all. And little wonder when much of what goes on is not reported or is ignored by ‘business commentators’ in the media. Capitalism rules, mate. The Sevco fiasco has simply brought it into sharper focus in this neck of the woods. Remember the Guiness scandal? When one of the culprits, having been diagnosed with dementia, was treated leniently, only for his ‘dementia’ to be subsequently ‘cured’. I mean, like you I think a crime is a crime is a crime. But somehow ‘white collar crime’ is put in a separate category, so that even when it’s so in your face that something has to be done, the perpetrators are sent to open nicks where they live the life of Riley.

  24. Said after liquidation last year that the best thing the dark mobs supporters could do was start their own club from scratch,instead they where more interested in clutching to a history that no one but them recognizes, leaving themselves exposed to chancers, and so called True Rangers Men who are bleeding them dry.

    • Yup. The attachment to Ibrox is being used by others to kill them.

      I’m just the pieces of the man I used to be
      Too many bitter tears are raining down on me
      I’m far away from home
      And I’ve been facing this alone
      For much too long
      I feel like no-one ever told the truth to me
      About growing up and what a struggle it would be
      In my tangled state of mind
      I’ve been looking back to find
      Where I went wrong
      Too much love will kill you
      If you can’t make up your mind
      Torn between the lover
      And the love you leave behind
      You’re headed for disaster
      ‘cos you never read the signs
      Too much love will kill you
      Every time
      I’m just the shadow of the man I used to be
      And it seems like there’s no way out of this for me
      I used to bring you sunshine
      Now all I ever do is bring you down
      How would it be if you were standing in my shoes
      Can’t you see that it’s impossible to choose
      No there’s no making sense of it
      Every way I go I’m bound to lose
      Too much love will kill you
      Just as sure as none at all
      It’ll drain the power that’s in you
      Make you plead and scream and crawl
      And the pain will make you crazy
      You’re the victim of your crime
      Too much love will kill you
      Every time
      Too much love will kill you
      It’ll make your life a lie
      Yes, too much love will kill you
      And you won’t understand why
      You’d give your life, you’d sell your soul
      But here it comes again
      Too much love will kill you
      In the end…
      In the end.

  25. James C

    Sorry if I’m not keeping up but got a link on another site,

    According to company house website sevco 5088 today has 1 director, CG. Both CW and his partner are showing as being terminated as directors on the same date as appointed, 9th may 2012. Documents posted last week!

    Now I am confused? Can anyone explain what happened here?

    Also who actually owns the shares in sevco 5088? I recall originally there was only 1, held by CG and that there was some document logged way back which was puzzling at the time which prevented directors claiming share options (preemptive rights?).

    Was this the stitch up? CG owns all the shares and makes sure no others can be created, so being a director isn’t that useful as could the share holders not call a EGM and vote to dismiss/appoint any directors they please?

    But surely they key point is if there was technically 3 directors on the relevant date then could CG issue the preemptive rights without their agreement, hence the need to establish that both stopped being directors on same day they were appointed?

    Alternatively has someone in company house decided the original appointment wa suspect so terminated it themselves?

    What is going on here?

    http://www.companiesintheuk.co.uk/directors/sevco-5088

    • Dark Star

      Hi James

      When Sevco 5088 was incorporated, one subscriber share was issued to 7Side Secretarial Limited (part of the 7Side company registration agents group). Usual practice is for the Registration Agents to hand over a blank, signed, share transfer certificate to the whoever instructed formation of the Company.

      As far as I can see, nothing has been sent to Companies House notifying that further shares have been issued. Accordingly, it seems there is only one share on issue. I assume that Pinsent Masons will be tracing who the subscriber share was been transferred to (CG ?) and then any subsequent transfer he made. If the statutory books are up to date, it should be a pretty straightforward exercise….then again, mibbies not !

      • James C

        Almost worth paying the money to see who signed what!

        In some way especially the change of address.

        Seems to be that the ownership of this apparently obsolete off the shelf company is suddenly somewhat important to various people.

        • Dark Star

          Aye – theoretically it should be simple to track. The Stock Transfer Form (sorry, I called it a share transfer certificate above in error) would only have to be signed by an authorised signatory of 7Side Secretarial Limited. The name of the person they are transferring to should really be filled in, but I’ve seen these issued blank. Sevco 5088 should then have recorded the share transfer in the Register of Transfers. If, as suggested in earlier posts, the sole shareholder was CG, he would then have to repeat the transfer process … so who did he transfer the share to ? There appears to be two claims on the ownership of Sevco 5088 – CW’s company & Rangers – it could be clarified by showing who the Transfer was in favour of and, if Sevco 5088 did things “correctly”, the share certificate that was issued to the new owner of the share when the transfer was approved. As I said, it should be theoretically simple to follow the audit trail… but nothing in this saga has proved simple or straightforward to dat !

  26. Again, you couldn’t make it up! Rangers has appointed an international law firm to probe connections between former owner Craig Whyte and current board members. The name of the firm?
    Pinsent Masons
    That’s right lads – keep it in the family!

  27. Mike Bhoyle

    Irrespective of who owns what ….
    Am I correct in saying that …now we know that Whyte was involved with Green….
    Then the Club from Govan’s “License” will be revoked?
    Or will the SFA ask Nimmo Smith to investigate first.?

  28. Form over substance…

    Various forms are used to mask or alter the legal meaning of whats happening in a ‘big picture’ sense.

    legally, forms are used to show that rangers’ assets are owned by one co or another co and under the control of one person/group or another. But what is the bigger picture?

    The death throes of a once great club that has gone bust. I think there is no way back.

    • @gortchomhor

      Once great? When was it great? When it had a no catholic signing policy? Or more recently — even now its the only professional club in the UK not to have ever signed anyone from Republic of Ireland?

      I sometimes wonder what great means… Great War, Great leaders, Great Depression, Great Britain etc., should we substitute for bastardly?

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