Worthington PLC Claim To Have Reported Charles Green and Imran Ahmad to the Serious Fraud Office

As a preamble, it has not been made clear what the basis for the above report is. Undoubtedly Messrs Green and Ahmad will maintain, as they are entitled to do, that they are not guilty of any offence and in law they remain innocent men until a criminal court declares otherwise. There is a big difference between a report being made to the police or the SFO and such a report being accepted as credible and reliable. Even then, there remains some distance to go before evidence of criminality sufficient to mount a prosecution can be produced, and even then there is a further stretch to reaching the standard for a conviction in court. Most complaints to the police result in no action at all, as the matter falls at one of the above hurdles.

So, to end the preamble, accusations are not proof, and the reporting that such a report has been made should in no way be taken as a statement that the parties mentioned have done anything wrong. There is a long way from accusation to conviction, and my comments on the whole matter should not be taken as implying that there has been any wrongdoing by anyone.

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Two Stock Market announcements today, which make it clear that all parties are very serious and that this issue is not going away any time soon.

First of all RIFC PLC came out in almost as “all guns blazing” a way which one can in a Stock Exchange announcement.

In light of the recent media speculation in relation to alleged claims which are purported to have been made by Craig Whyte, Aidan Earley, Law Financial Limited or Worthington Group plc in relation to the ownership or control of Sevco 5088 Limited (“Sevco 5088”), Rangers confirms that no legal claim has been received by Charles Green, Imran Ahmad or the Group.   As none of the allegations that have been made in the press have been substantiated by evidence of any legally enforceable rights and as details of any claim, whilst threatened, have not been received, the company regards any such press commentary and speculation to be highly spurious.  The Group has been and continues to receive legal advice to protect the business, assets and reputation of the company and its directors from such spurious claims.

In view of recent media speculation, the company wishes to clarify that Sevco 5088 is not an active subsidiary of the Rangers International Football Club plc. It is and has been a defunct non trading  company over which termination proceedings began last year and which would have been struck off by the Registrar of Companies had false claims of directorships not been filed recently at Companies House.   Sevco 5088 was listed in the company’s announcement dated 22 April 2013 to comply with the AIM Rules for Companies requiring disclosure of directorships held by the directors of the company both currently and during the preceding 5 years.  Sevco 5088 was not the acquisition vehicle which purchased the assets of Rangers Football Club.

The statement could not have been clearer.

1                    No claim has been “received” by Mr Green, Mr Ahmad or “The Group”.

2                    Any press (or presumably blog) speculation is spurious.

3                    The Group has had legal advice about protecting itself from spurious claims – which is a polite way of saying “don’t talk about them”.

4                    Sevco 5088 is not an active company.

5                    Sevco 5088 was only disclosed on 22^nd April 2013 as a subsidiary as, for some unaccountable reason, it had never been disclosed before.

6                    Sevco 5088 was not the acquisition vehicle which purchased the assets of Rangers.

Nothing to see – move along – and if you hang about, you will get a lawyer’s letter!

Point 6 struck me as odd.

If you recall, Duff & Phelps made clear that Sevco 5088 was the entity which had a binding contract to acquire the assets. It was then a surprise (if only to folk like me) to see that in fact the company which ended up with the assets was Sevco Scotland.

There was not necessarily anything wrong with this. Sevco Scotland could have been nominees or, for some reason, Duff & Phelps could have decided, although without telling anyone, to change the binding contract and exclusivity agreement to a separate company.

However, to my naïve eyes, the right to acquire Rangers was an asset and if this was to be transferred elsewhere, then there ought to be some price paid for it. Where the people in control of 5088 and Scotland were the same then there would be no one who would seek to challenge such a transfer.

However Mr Whyte and Mr Earley were party, in some form or other, to 5088 and not to Scotland, so they are making waves.

Back to point 6 – let us ignore for now what Duff & Phelps had to say.

Instead let us look at the linked STV report from June 2012.

In the report we see the following:-

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.”

Either the spokesman was wrong in June or the statement today is incorrect. Maybe another statement can clarify the point?

However, after Worthington PLC had turned its guns on Rangers last week, we saw, late this afternoon, that they were not taking this statement lying down.

The following statement came out just before 5pm.

Worthington Group Plc (the “Company”) – Conditional Fee Agreement

Conditional Fee Agreement

The Company is pleased to announce that Law Financial Ltd (“Law Financial”), its 26% owned associate, has now entered into a Conditional Fee Agreement in relation to claims that Law Financial, through its subsidiary Sevco 5088 Ltd and separately, has to all of the business and assets of The Rangers Football Club (“Rangers”) which were purchased from the Administrators of  RFC 2012 Plc by Sevco 5088 Limited, or Sevco Scotland Ltd, in June of 2012.

The principle (sic) terms of the Conditional Fee Agreement are as follows:

Solicitors and Leading Counsel acting for Law Financial will share 7.5% of the recently issued and to be issued unsecured convertible loan stock and up to 18.5% of any successful claim in relation to the business and assets of Rangers.

The Company notes the announcement made on 22 April 2013 by Rangers International Football Club Plc (“RIFC”) in which, contrary to other recent public announcements and statements by Mr Green and RIFC, RIFC now, five months after the publication of the Admission Document published for its flotation, claim to own Sevco 5088 Ltd.

We also note today’s announcement by RIFC, and would like to confirm that solicitors, acting for the Company and Law Financial, are in a position to provide compelling evidence that Messrs Green and Ahmad received a letter before claim in December 2012, having received previous correspondence, and chose to ignore it.

In the light of recent public admissions by Mr Green, including his admission that he and Mr Ahmad deceived Mr Whyte, a fresh letter before claim is being prepared against, inter alios, The Rangers Football Club Ltd and Messrs Green and Ahmad. This letter will include additional or alternative causes of action to those already particularised in the December 2012 letter.

The shares in RIFC purportedly owned by Messrs Green and Ahmad will also be the subject of this claim.

During the course of the Company’s due diligence process, relating to its purchase of a stake in Law Financial, information has been discovered relating to the conduct of Mr Charles Green and Mr Imran Ahmad, this has today been reported to the Serious Fraud Office.

So what does this mean, simply?

1                    Lawyers have agreed to pursue the claim for the assets (of for value of the assets lost to 5088) on a conditional basis.

2                    Worthington do not agree that RIFC PLC owns 5088.

3                    Worthington say they have evidence of letters being sent to Messrs Green and Ahmad, being ignored and therefore a letter before claim being sent.

4                    A new claim is being prepared, we are told, as a result of the “admission” by Mr Green that he cheated Mr Whyte.

5                    This new claim is against, among others, Mr Green, Mr Ahmad and what was Sevco Scotland Ltd (but not RIFC PLC).

6                    Worthington are also including the shares of Messrs Green and Ahmad in RIFC in the claim, presumably on the basis they got them in exchange for their interests in Sevco Scotland Ltd.

7                    And allegedly information has been passed to the Serious Fraud Office regarding Messrs Green and Ahmad.

Does a conditional fee deal mean lawyers are certain to win? No. But it means that they see enough of a chance to make a recovery of some sort, even if a “go away” offer, to make it worthwhile proceeding.

Maybe the letters were sent but lost in the post? That way both statements could be correct. However I have a recollection that Mr Green made mention of a claim being made already by or on behalf of Mr Whyte. The argument might therefore be that a “legal claim” is not the same as a letter. So whilst the Worthington statement says that letters were sent, the RIFC comments do not, necessarily, deny this.

Maybe what RIFC means is that no court writ or summons has yet appeared.

If correct that papers have been passed to the Serious Fraud Office, then this is an enormous escalation of matters.

There is of course a jurisdictional issue. If criminality is alleged to have taken place in Glasgow, then surely Strathclyde Police would be where matters should be directed?

I am sure, if such a report has been made, the SFO will pass it on appropriately.

Can Mr Ahmad stay in place pending such an investigation?

Ought he to be, without prejudice, suspended pending at least the internal investigation?

Of course, until the matter is fully aired in a court, we will not know the truth (and perhaps not even then).

However it is clear that Mr Whyte’s claims, even if no longer being pursued directly by him, are not going away.

The saga, amazingly, looks set to run on and on and on and on …

And I will be here, trying to make some sense out of it.

Posted by Paul McConville