Today’s Sunday Mail (though not yet online as far as I can see) solves the mystery over the “title deeds” to Ibrox and Murray Park. Brian Stockbridge, effectively the only Director of Rangers Football Club Ltd and, at least according to Companies House, the only executive Director of RIFC PLC, is pictured with the relevant Land Certificates. Land Certificates are what replaced “title deeds” in Scotland after 1979 – one neat document, including a plan, giving all of the relevant details about a property, including who owns it.
The “title deeds” prove that Ibrox and Murray Park are not owned by Craig Whyte, or Sevco 5088 Ltd or Worthington plc, or Mr Earley, or Mr Green, or even Mr Custard.
They will show either that the title is in the name of Sevco Scotland Ltd or Rangers Football Club Ltd. Those are in fact the same company, the name having changed on 31st July 2012.
The Land Certificate will not, I think, be in the name of RIFC PLC simply because it owns 100% of Rangers Football Club Ltd, and does not need directly to own the land and buildings.
So all is well – Mr John Brown can see the deeds and this proves that Mr Whyte has no claim!
Except it does not.
Now, I am not saying that Mr Whyte or his associates have a valid claim against Rangers Football Club Ltd, RIFC PLC or Messrs Green or Ahmad personally. What I am saying is that the media coverage has misrepresented the nature of these claims.
So here goes, in simple and straightforward terms.
Mr Whyte cannot successfully claim that he or Sevco 5088 own the fixed assets. When the Keeper of the Registers of Scotland issues a Land Certificate there goes along with it effectively a government backed insurance policy that the title is correct.
However, if the Keeper considers that there could be dispute about the title, or indeed where such dispute is notified to him, this “indemnity” can be excluded. That is unlikely to be the case here, as I am sure that any “exclusion of indemnity” would have been publicised as support for Mr Whyte’s position.
That is not to say that, in due course, a court could not overturn a transaction and order “rectification of the Register” but, as matters stand now it is clear that “Rangers” own the fixed assets.
What is at issue is how the assets got to Sevco Scotland/Rangers Football Club Ltd from Duff and Phelps.
The time line is as follows.
- Rangers Football Club PLC owns the fixed assets.
- Mr Whyte’s company, Wavetower Ltd, acquires 85% of the shares in Rangers Football Club PLC.
- Rangers Football Club PLC enters administration.
- Duff and Phelps are appointed administrators, acting as agents for Rangers Football Club PLC.
- As agents they enter into a binding and exclusive agreement to sell all of the assets to Sevco 5088 Ltd (so it is legally Rangers Football Club PLC which is selling the assets).
- In mid June 2012 it is confirmed that the assets have been sold to “the Sevco consortium”.
- It is then revealed that the purchaser is not Sevco 5088 Ltd but Sevco Scotland Ltd.
- There are then conflicting statements about whether the assets were acquired by Sevco 5088 Ltd and transferred to Sevco Scotland Ltd or went straight to the latter.
As STV discovered last June, and as I commented here, it was clear that title was being taken in the name of Sevco Scotland Ltd.
Mr Whyte’s claims relate to what happened at stages 5, 6 and 7 above.
If, as is alleged to be the case, he and his associates had an interest in Sevco 5088 Ltd, then that company had acquired a valuable right when it reached its binding agreement with Duff and Phelps. The right to buy assets valued, based on RFC PLC’s accounts, at over £100 million for £5.5 million was clearly of value. It is very common in business transactions, especially where there is “distressed property”, for someone to acquire it acting as a middle-man with the intention of immediately transferring it to someone else who would actually use the asset. In return for doing the hard work in finding an owner who wants the assets, the middle-man makes a profit – he sells the asset on for more than he, notionally, pays for it, often on the same day, or even by consenting to the asset transfer from the original seller to the ultimate owner, so that the title to the assets never actually rests with the middle-man.
Mr Whyte’s claim seems to be that Sevco 5088 Ltd was used as the middle-man here, but got nothing back for doing so.
From what has been said publicly, it seems that he was not intending that Sevco 5088 should be the middle-man but that, under the stewardship of Mr Green, acting for Mr Whyte, it should acquire and run Rangers.
However it appears that, in a classic “Switcheroo”, Mr Green passed the assets, or the rights to acquire them, from Sevco 5088 Ltd to Sevco Scotland Ltd with 5088 getting nothing back in return. There is nothing wrong with the Switcheroo in principle. The problem comes when 5088 gets nothing in return.
So Mr Whyte’s case is simple (although resolution will not be).
He claims to have had an interest in 5088. Valuable assets or rights which ought to have been in 5088’s possession were effectively given away for nothing by Mr Green to a company owned by Mr Green.
What Mr Whyte wants, via 5088, is payment for those rights and for consequential losses arising from the transfer.
There are circumstances where, as part of a settlement of such a claim, title might be transferred back to the claimant, but for many reasons, football regulations being one of them, I cannot see that happening here.
Instead Mr Whyte wants some money – and may have felt that a company which had just raised over £20 million from a share issue and which was the most financially stable in the UK could well afford to pay him!
So we have now seen the deeds … and seeing them solves nothing!
Posted by Paul McConville