Category Archives: Insolvency Act 1986

Why Rangers Share Issue Might Be Useful For an Alienation Rainy Day

In between lots of real life stuff, there has been little chance to look at the Rangers Prospectus in some detail. I did look to see whether the issue of “gratuitous alienation” might be raised as a risk factor. It does appear to be covered, although obliquely.

I have seen frequent comments asking on what Rangers are going to spend the money which will be raised in the undoubtedly successful share issue, and why they are looking for the money now. To be fair all these are laid out in detail within the Prospectus, and that is where the answers are to be found. However, looking at contingencies, it is always possible that the funds, even though earmarked for one purpose, can be used for another where circumstances justify it. I am NOT suggesting that the Prospectus in any way misrepresents what the cash raised is for. However, if you have some money put away as a deposit for a holiday, but your car breaks down and needs expensive repairs done, it is entirely legitimate to use the reserve for that, and to replenish the funds later.

Against that back cloth I can see how it might be very advantageous to Rangers to have the share issue taking place now, and as successfully as appears to be the case. Continue reading

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Filed under Charles Green, Insolvency Act 1986, Rangers, Rangers Share Offer

Not a Live Blog of the Oldco #Rangers Liquidation Hearing

Some additional thoughts arising from the reports so far from this morning’s case at the Court of Session before Lord Hodge.

As long as no one wonders about the sound of the laptop coming from the cupboard in the courtroom, I hope to keep the updates going this afternoon. I would ask any of the counsel appearing in the case to ensure they speak up, as the cupboard door makes it difficult sometimes to hear.

Counsel for Duff + Phelps told the court that there were £1.7 million of cash and “other assets” to be handed over by the administrators to the liquidators.

Bearing in mind that Sevco paid £5.5 million for all of the assets, how is the balance so reduced? Continue reading

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Filed under Administration, Courts, Insolvency Act 1986, Rangers

Legal Framework the for Winding Up of the ex-Rangers Football Club PLC

In light of last night’s Mark Daly revelations about Mr Whyte recording David Grier of D&P making allegedly incriminating admissions, I wanted to list the rules and regs and procedures to be followed regarding the liquidation process.

I hope this might be of some assistance!

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The starting point was the “virtual” creditors’ meeting on 12th October. The creditors were to vote on two resolutions, the terms of which are noted below.

From Duff and Phelps’ Final Report to Creditors (accessible via Rangers.co.uk)

15. Resolutions

The following resolutions are proposed by the Joint Administrators and should be voted upon using the form at Appendix 8.

RESOLUTION (1)

15.1 That the Creditors approve the remuneration, expenses and outlays of the Joint Administrators in respect of all accounting periods not previously approved, being, in respect of remuneration only, £2,930,644 for the period 14 February 2012 to 29 June 2012 and £191,039 for the period 10 August 2012 to 14 September 2012.

RESOLUTION (2)

15.2 Without prejudice and subject to (i) the statutory priority in respect of the Joint Administrators’ remuneration and expenses under paragraph 99 of Schedule B1 of the Insolvency Act 1986, and (ii) the determination of any appeal or application by the Joint Administrators to the Court under the Insolvency (Scotland) Rules 1986 for determination of their remuneration and fees to the extent that these have not been agreed by the Creditors;

(1) that the Joint Administrators do make an immediate application to the Court seeking the discharge of the Administration Order in accordance with paragraph 79 of Schedule B1 to the Insolvency Act 1986, and;

(2) to seek the winding up of the Company in accordance with section 124 of the Insolvency Act 1986. Continue reading

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Filed under Courts, Insolvency Act 1986, Rangers, Uncategorized

Duff and Phelps Prepare To Liquidate “Old Rangers” but Many Questions Remain

The creditors’ meeting on Friday 12th October has approved the liquidation of RFC 2012 PLC (the former Rangers Football Club PLC). Mr Clark of Duff & Phelps announced that the process of appointing BDO as liquidators was to start imminently.

At this stage there remain many questions about the administration process, the value to the creditors of the actions of Duff & Phelps. With hindsight, it seems clear that the creditors would have got a far better result from an immediate liquidation than from the process which has been followed.

The BBC reported Mr Clark’s statement and I have some comments upon it, which are in bold.

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Joint administrator Paul Clark said: “Creditors have today given their approval for the administrators to bring the administration process to an end and to place the company into liquidation.

“As a result, we as administrators have instructed our legal team to prepare the necessary application for lodging in the Court of Session as a matter of urgency.

The process is as follows. The application is made to the Court of Session. The court will place the liquidator temporarily in control of the company and make an order for publication of an advert notifying interested parties of the application and appointing any that wish to do so to lodge written Answers within eight days. Thereafter, subject to the court’s views, the liquidators’ appointment would be confirmed, and they would proceed with the winding up of the company.

It seems a trifle ironic that Mr Clark makes reference to “a matter of urgency”. After all, the assets and business of the company in administration were disposed of in mid-June. Four months have passed during which D&P have continued charging fees, running over the period from June to August at £60,000 per week. All they have had to do, from the outside perspective, is to look at the fast-dwindling bank balance and to instruct their lawyers in relation to the ongoing English High Court proceedings. Continue reading

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Filed under Administration, Insolvency Act 1986, Rangers

Whatever Happened to Duff & Phelps and its Conflict of Interest Investigation?

On 22nd June Lord Hodge dealt with a hearing into the administration process of Rangers Football Club PLC (as it then was).

The BBC reported the outcome as follows:-

The issue over any possible conflict of interest was raised by Lord Hodge at a hearing about the administration process on Friday. The judge said he took no view about what the BBC had said, but wanted to know whether Duff and Phelps had obtained and acted on legal advice on the question of conflict of interest. Lord Hodge said he had done nothing until now because he did not want to hinder the process of Rangers seeking a creditors voluntary agreement (CVA).

But, he told the accountants’ lawyers: “There is considerable public interest in this jurisdiction in relation to the administration.”

Lord Hodge added: “I do not want the administration to come to an end without having received that report.”

The report demanded by Lord Hodge is expected to be ready in three weeks and a further court hearing is likely to be arranged after that.

(As a side issue, I will point out that “CVA” is not accurately described above by the BBC, but actually stands for Company Voluntary Arrangement.)

Since June, apart from the declarations at the time by D&P that they welcomed the investigation as being a chance to clear their name (I paraphrase) not much seems to have happened. Continue reading

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Filed under Administration, Insolvency Act 1986, Rangers