Ticking Time Bombs and Overdue Rangers Annual Returns – by Ecojon

Charles Green departed Ibrox not to the triumphal strains of Zadoc the Priest but to the more mournful tolling of the plague bell. Now the doors of the dead are about to be opened in a bid to cleanse and expose the shocking but hitherto hidden and mouldering secrets lurking in an empty warchest.

A key to unlocking many puzzling mysteries and ‘Bringing out the Deid’ into the cold light of day could be publication of the Annual Returns for both Sevco 5088 and Sevco Scotland both of which are well overdue and Companies House are duty bound to employ their sanitation hit squad asap.

https://scotslawthoughts.wordpress.com/2013/09/09/mystery-directors-and-the-rangers-sevco-5088-switcheroo-by-ecojon/

I have dealt in detail with various issues concerning these companies as above but I feel it is worth going back to basics to try and understand the conflicting information distorted by smoke and mirrors. Hopefully others with statutory investigative powers will cut through the fog and set the record straight. In this piece, as previously, I will try to use official documents and recorded sources and keep speculation to a minimum although I have no doubt others will fill in the blanks.

Some Rangers posters appear to think that my last article on the companies didn’t fully explain the Rangers’ position so let me attempt to rectify that by going to the departed but not forgotten Dear Leader Green’s words and, in particular, his thoughts as broadcast on 13 April 2013 by STV at: http://sport.stv.tv/football/clubs/rangers/221242-extended-video-of-rangers-ceo-charles-greens-interview-with-stv/

Green clearly states that he was the first and only director and shareholder in Sevco 5088, an off-the-shelf company formed by Field Fisher Waterhouse (FFW) for the purpose of acquiring Rangers, and denied that Craig Whyte and Aidan Earley had any role in the company.

Green then explained that ‘as the model unfolded’ and the process changed Sevco Scotland acquired Rangers and not Sevco 5088 and stated: ‘The company that was originally formed wasn’t required and was handed back to Craig Whyte’ and added: ‘That company was never used for anything and it became a dormant company and was subsequently struck-off’.

Let’s have a closer look at Green’s statements and see how they accord with the public record and might affect the contents of the overdue Annual Returns. Let’s get a small point out of the way to begin with: FFW didn’t ‘form’ Sevco 5088 although they may well have instructed the actual Cardiff-based formation company 7Side Ltd to do so.

Green wasn’t the first director and shareholder of Sevco 5088 Ltd who are listed respectively by Companies House as the formation agent Samuel Lloyd and 7Side Secretarial Ltd. Indeed Green has never been listed as a Sevco 5088 shareholder at Companies House which still lists the sole shareholder as 7Side Secretarial Ltd.

The Rangers AIM flotation document for the December 2012 IPO states Green was the sole Sevco 5088 shareholder but failed to state his directorship in the company nor that it was a subsidiary of RIFC Plc.

Following intense media speculation the official Rangers website on 5 April 2013 quoted Green: “… I had signed a resignation letter and a stock transfer form because it was decided that a Scottish company should buy a Scottish institution. Sevco 5088 wasn’t required.’

On 12 April 2013 the official website stated: “Mr Green was the sole director of Sevco 5088 until he resigned and became the founder director of Sevco Scotland.’

These two statements confirm the Rangers AIM Prospectus information that Mr Green wasn’t a Sevco 5088 director in December 2012 and ceased to be so sometime between 29 May 2012 when Sevco Scotland was incorporated and 14 June 2012 when the same company bought the assets and business of Rangers from D&P.

However Green didn’t advise Companies House of his resignation from Sevco 5088 at the time and still hasn’t done so even though he wrote a resignation letter and signed a stock transfer form transferring ‘stock’ presumably from Sevco 5088 to Sevco Scotland. But what ‘stock’ was switched and was Green legally allowed to transfer it? According to Companies House there is only a £1 share in Sevco 5088 – not held by Green. So was the ‘stock’ transferred the millions of share options held by the ‘original placees’ who had invested the money to secure and purchase the Rangers assets from D&P through Sevco 5088? The closest we get to an answer is the vague ramble of Green that the ‘model unfolded’ and the process changed whatever that might mean.

A rather curious episode then took place on 27 December 2012 when Green signed a request for the voluntary striking-off of Sevco 5088 which was sent to Companies House by FFW and arrived on 7 January 2013 with the requisite notice posted in the London Gazette a week later. Curiously, Green stated on the form he was the sole director and yet he has stated and the official Rangers website has confirmed that he had ceased to be a director of Sevco 5088 at least 6 months earlier. There is another issue in that a striking-off application must be signed by more than one director unless he is the sole company director.

Things were quiet until a media bombshell dropped on 12 April 2013 that Companies House had received notification that Craig Whyte and Aidan Earley were appointed directors of Sevco 5088 on 9 May 2012 and their appointment forms had apparently been countersigned by Green.

The revelation that Green had apparently been secretly involved with Whyte in the company that had the exclusive right to acquire the assets and business of Rangers blew the already somewhat dodgy roofs off Ibrox Stadium as the Bears quite rightly erupted. In a desperate bid to regain the initiative Green appeared on STV in which became his Ratner moment as he attempted to prevent his gold turning into hoss-sh*t. He should never have taken the PR advice as he hung himself and possibly RIFC Plc out to dry condemned by his own words. However it is up to each individual to view the facts and reach their own conclusions.

Within days director termination forms, countersigned by Green, were submitted to Companies House by FFW in respect of Whyte & Earley which again seems curious if they weren’t directors as claimed by Green. Why not just report the director submissions as fraudulent to the relevant authorities and even stranger why did Green date the director termination forms for the duo from 9 May 2012 the date they were shown as being appointed on the forms previously submitted and countersigned in his name.

The big problem for Green about 9 May 2012 IMO is that it is prior to the earliest date he could have resigned as a director of Sevco 5088 according to his words and the official statements of Rangers Football Club which means that if Whyte and Earley were actually directors on that date and Green had signed their directorship forms then he was in grave difficulty. The Ibrox masses lapped-up ‘clever’ Charlie when he spun tales about how he conned Whyte and strung him along assisted by Imran Ahmad to rescue their beloved Rangers. However it is one thing to make verbal promises with no intention of keeping them and quite another to be a co-director with Whyte in a company exclusively purchasing Rangers.

Green walked away from Ibrox on 19 April 2013 and three days later RIFC announced on AIM that Sevco 5088 was a subsidiary of RIFC on 7 December 2012 when the company’s AIM admission document was presented. It was also announced that their departed CEO had failed to disclose his directorship of Sevco 5088 to AIM. However it again left the question unanswered as to if and when Green had resigned from Sevco 5088.

However, two days later on 24 April 2013 as media speculation continued unabated, RIFC Plc again issued an AIM statement describing Sevco 5088 as an inactive subsidiary which was and is defunct and non-trading. The statement avoided dealing with the thorny problem that their ex-CEO said he had handed Sevco 5088 back to Craig Whyte and resigned as a director of the company prior to 14 June 2012.

Events moved on and Whyte and Earley contested their removal from office and following an investigation were reinstated as directors of Sevco 5088 and the director termination forms, signed by Green, were ordered to be removed from the Public Register of Companies House. So as far as Companies House is concerned Whyte & Earley are directors of Sevco 5088 and have been since 9 May 2012.

Returning to his 13 April 2013 STV appearance Green made the curious statement on camera that as Sevco 5088 was no longer required it was ‘handed back to Craig Whyte’. But if Green was the sole shareholder and director of Sevco 5088 as he claimed and Whyte had no role in that company why would he hand the company back to Whyte who had nothing to do with it according to Green. I can only draw one conclusion but I will leave readers to draw their own.

Green’s claim during the STV interview that Sevco 5088 had been struck-off is incorrect and Companies House records the true position that the striking-off application, signed by Green on 27 December 2012, had been received on 7 January 2013 but it had not been struck-off. One might consider why Green had any involvement in the striking-off application when he said he had handed the company back to Whyte in May-June 2012.

And it’s worth pondering his statement that Sevco 5088 ‘was never used for anything’. The minutes of the TRFCL Board meeting on 31 October 2012 states that Sevco 5088 paid a £200k exclusivity fee to D&P to be the sole acquiring party for the assets and business of Rangers. We also know that the company had received substantial investment funds and share placing letters concerning ‘original placee’ investors were issued predicated on Sevco 5088 being the acquiring company of Rangers. And we also know that Sevco 5088’s written permission was required to allow the switcheroo that allowed Sevco Scotland to subsequently become the acquiring party. Many claim that millions of pounds raised by original Sevco 5088 investors were also paid to D&P prior to Sevco Scotland becoming the acquiring party. I don’t inhabit Green’s world of high finance wheeler-dealing so perhaps Sevco 5088 was just a Cinderella who got nothing – it might be worth remembering how that story ended of course.

The TRFCL minute continually refers to ‘directors’ of Sevco 5088 in the plural which sits uneasily with the claims that Green was the only director and is of particular importance when considering that there is apparently no written authorisation for switching Sevco 5088 share placement letters to Sevco Scotland as the authority given by the ‘original placees’ is described as oral given to un-named Sevco 5088 ‘directors’ who remain a mystery.

RIFC Plc has stated to AIM that the directorship applications of Whyte and Earley were ‘falsely’ filed with Companies House. But if Whyte & Earley were directors of Sevco 5088 and were fully aware of the switcheroo why would they agree to it or was it the ‘mystery’ directors who did it and have since faded even further into anonymity. To echo a favourite son of Ibrox: ‘We demand the names’ and others may well be making the same request a little more forcefully quite soon.

So I believe I understand why RIFC Plc might have difficulty in providing Companies House with the Annual Return for Sevco 5088 – perhaps like the rest of us they have been left with a puzzle and unsure where the truth lies. There is a fine line between what is legally acceptable between taking someone for a pre-IPO ride like Whyte and a public company making official statements to AIM and Companies House. Still I’m sure Green will assist them in their predicament.

As to the overdue Annual Return of Sevco Scotland I was going to deal with that here but even as I type further information is emerging and I will deal with that separately although there are obvious links with the Sevco 5088 situation. I will also attempt to deal with the Worthington aspect of Sevco 5088 in a separate post as well as the offshore shareholders who also don’t appear on Companies House records.

Posted by Ecojon

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