Tag Archives: HMRC

Rangers Statement Today – “Big Tax Case? Nothing To Do With Us Mate!”

How about a quick pop across to Rangers.co.uk?


Okay then – here we go! (With my comments in bold)


THERE has been growing speculation recently that an announcement from the First Tier Tax tribunal is imminent.

The Club has no knowledge of when such an announcement will be made. However, the Club as it now stands as part of The Rangers Football Club Ltd. has been informed by Her Majesty’s Revenue and Customs that any decision by the First Tier Tax Tribunal will not affect the operations of The Rangers Football Club Ltd.

I like the repeated references to “the club”. Just to make absolutely clear that the club exists, then, now and forever. Nothing to do with the “holding” company, so-called. Continue reading


Filed under Charles Green, Football, HMRC v Rangers, Rangers

£94,426,217.22 or 0.84% of HMRC Bad Debt

Duff & Phelps have produced their final report into the administration of Rangers. One headline leapt out of the coverage, which was included in the Report in a paragraph of masterful understatement as follows:-

“The Joint Administrators have continued to review the claims made by HMRC in the administration. The claims are largely made up of determinations issued by HMRC in accordance with Regulation 80, penalties and outstanding PAYE/NIC. The Joint Administrators have adjudicated on these claims and confirmed to HMRC that for voting purposes, their claim will be admitted for voting purposes at £94,426,217.22.”

I will repeat that figure – £94,426,217.22.


Wow! Continue reading


Filed under Administration, HMRC v Rangers, Rangers

Correcting Traynor’s Record Myopia on Image Rights – by Ecojon

“In Traynor we Trust” is the current rallying cry from the Darkside with the great man leaving offside-rule explanations to mere mortal scribes to pontificate on intricate tax affairs.

His latest subjective rant has given the Ibrox faithful a vision of Hector hammering at the Parkhead Gates demanding back-tax for image rights. I doubt from his scratchings that Traynor had much of a classical education but Hector actually found Paradise at the Gates of Troy  🙂

I would also observe that if the EBT route has been followed then perhaps Ibrox should be preparing to repel the taxman AGAIN.

I won’t deal in detail with the lack of objectivity in his piece and the scorn he pours on the fair play and integrity of Scottish Football fans other than to observe that no one will be surprised by his partisanship.

Jabba appears to have lost the plot over the EBT issue and his latest frenzy calls on the SPL and SPL to mount a forensic tax examination of every set of accounts sent in by every club and darkly hints: ‘You never know what might come to light’. Continue reading


Filed under Daily Record, Guest Posts, HMRC v Rangers, Rangers

South Africa’s Tax Authorities v Dave King – Now In the High Court in London

I was looking, at the inadvertent prompting of Iain, one of the Rangers supporting commenters on the blog, at the history of Rangers rights and share issues.

I was diverted, as I often am. This time it was by a mention in the Murray International publicity about the £53 million share issue in Rangers Football Club plc in 2000 as follows:-

“Of the £32.3 million, the Murray Group is investing £9.3 million with new investment of approximately £20 million from Ben Nevis Holdings, a company associated with Dave King, a successful Scottish businessman based in South Africa.”

I have written about Mr King and his tax issues with the South African authorities before.

However a recently reported case from the Court of Chancery in England is of interest, both to tax practitioners, but also to those with an historical interest in the “fit and proper” person test in Scottish football.

The case of Revenue and Customs & Anor v Ben Nevis (Holdings) Ltd & Ors [2012] EWHC 1807 (Ch) was decided on 20 July 2012. The decision can be found here.

The case sheds an interesting light on some of Mr King’s dealings and history, and we see the vigorous defence being put up by his lawyers, no part of which is that he does not owe the money!

The Opinion details the allegations against Mr King in detail, and the remarkable fact that, as mentioned above, he invested £20 million in Rangers at a time a tax bill eleven times that size was being run up. If it was an effort at concealing funds, as I am sure it was not, then it failed – firstly because it was done in plain view and secondly because the £20 million of shares are worthless.

However, at no time did the raft of allegations against Mr King affect his position as a director of Rangers Football Club plc, nor indeed his status as a fit and proper person to be a company director.

Be warned – there is a lot of technical tax, jurisdiction and procedure stuff to follow, and the bits about Mr King are near the top. Continue reading


Filed under Civil Law, English Law, Human Rights, Rangers, Revenue and Customs & Anor v Ben Nevis (Holdings) Ltd & Ors

Lord Nimmo Smith and Rangers – The Judge Sets the Ground Rules

Highlights of the Opinion by Lord Nimmo Smith’s Commission

The “EBT” charges cover a period from 23rd November 2000 to 3rd May 2011.

This includes a charge of fielding ineligible players.

There is a further charge against Rangers (In administration) for failing to co-operate after March 15 this year, which is capable at the very least of causing Duff and Phelps embarrassment.

There is a clear distinction between the Independent Commission set up by the SPL and the SPL itself.

No fair-minded and informed observer would consider the possibility that the Commission or a member thereof was biased.

Rangers dropped the bias argument before the hearing on 11th September.

Mr Green has said the SPL refused to reply to his lawyers.

The Commission says that the SPL’s lawyer did so by letter and in numerous emails.

Which of the two statements above is correct?

Oldco and NewCo were going to turn up, represented by the same lawyer, to argue that the SPL had no jurisdiction. At the last minute they declined to attend.

The SPL undoubtedly has jurisdiction over OLDCO.

The SPL undoubtedly has jurisdiction over THE CLUB.

The club is a separate but non-legal entity which continues notwithstanding transfer from one owner to another. Rangers Football Club therefore continue as before even though ownership has been transferred.

The SPL has no jurisdiction over NEWCO, but as it has power to impose sanctions on the club, owned by newco, newco has a direct interest in proceedings.

Therefore newco could face all of the punishments for the offences if proved, on the basis that the club it bought was guilty of them.

The administrators’ argument that this was a legal process and as such ought to be stopped without their consent failed. The case can go forward to  a full hearing.


The most clear cut and most informative analysis of the saga of Rangers Football Club (apart of course from that on this site 🙂 ) has come from the courts or from legally qualified people presiding over regulatory matters.

The opinion of Lord Hodge in the case of Martin Bain v Rangers spelled out in detail the financial perils for Rangers and included the assessment by his Lordship that Rangers faced “a real and substantial risk of insolvency if the tax appeal were to be decided against Rangers in the sums which have been discussed”.

We had the decision of Sheriff Ross in One Stop v Tixway, which blew any remaining credibility Mr Whyte had to smithereens. In that case the Sheriff said of the former Rangers Chairman “I reject the evidence of Mr Whyte as wholly unreliable. It is not possible to ascertain whether he is not telling the truth or is simply unable to recollect the true position, and has convinced himself that this arrangement is something that he would not have entered into. Either way, his evidence is contradicted by virtually every other piece of evidence.”

Gary Allan QC chaired the SFA Judicial Panel which found that Rangers and Mr Whyte were guilty of various offences against football’s rules. Their judgement laid bare a concerted campaign by Mr Whyte to avoid paying millions of pounds of taxes, which money was used to keep Rangers Football Club running as far as February (and as the administrators started with around £3 million in the bank which should have been paid to HMRC, that non-payment probably enabled Rangers to make it to the end of the season).

Lord Glennie then overturned the transfer embargo imposed by Mr Allan’s Panel and confirmed by the Appellate Tribunal under Lord Carloway.

We also had Lord Hodge’s opinion on the application by the administrators to regularise their appointment when it turned out they had failed to notify all relevant parties.

We can now add to the ever growing pile of judicial consideration the Opinion published yesterday by the SPL. This is written by the SPL Independent Commission, consisting of Lord Nimmo Smith, Nicholas Stewart QC and Charles Flint QC.

It deals with their hearing last week to determine further procedure in the so-called Rangers EBT investigation. This is the procedure condemned by Mr Green as unfair and seeking to arrive at a pre-determined conclusion.

So, now that these three legal luminaries have considered preliminary matters and issued their opinion, where does it take us?


After referring to the appointment of the Commission, the opinion narrates some of the relevant history.

At paragraph 4 it states-

The SPL was incorporated in 1998.   Its share capital consists of sixteen shares of £1 each, of which twelve have been issued.   Oldco (Rangers Football Club PLC) was one of the founding members of the SPL, and remained a member until 3 August 2012 when the members of the SPL approved the registration of a transfer of its share in the SPL to The Dundee Football Club Limited.  Each of the twelve members owns and operates an association football club which plays in the Scottish Premier League (“the League”).  The club owned and operated by Oldco played in the League from 1998 until 2012 under the name of Rangers Football Club (“Rangers FC”).

This confirms what seemed rather odd, namely that oldco, even though no longer owner and operator of a football team, remained a member of the SPL for almost two months after the sale of its entire assets.

Para 6 says:-

On 14 June 2012 a newly incorporated company, Sevco Scotland Limited, purchased substantially all the business and assets of Oldco, including Rangers FC, by entering into an asset sale and purchase agreement with the joint administrators.   The name of Sevco Scotland Limited was subsequently changed to The Rangers Football Club Limited.   We shall refer to this company as Newco.

This comes back again to the point I discussed earlier this week  namely that the purchaser seemed to change from Sevco 5088 Ltd to Sevco Scotland Ltd, although this statement by the Commission does not tally with the Rangers spokesman mentioned in the piece I quoted.

Para 7 states:-

Newco was not admitted to membership of the SPL.   Instead it became the operator of Rangers FC within the Third Division of the Scottish Football League (“the SFL”).   It also became a member of the Scottish Football Association (“the SFA”), the governing body of the sport in Scotland.  These events were reflected in an agreement among the SFA, the SPL, the SFL, Oldco and Newco which was concluded on 27 July 2012 and in this Commission’s proceedings is referred to as “the 5-Way Agreement”.

Let’s look at that again. Newco became a member of the SFL and became a member of the SFA (not that it had the existing membership of oldco transferred to it).

Para 8 summarises the definition of the notorious EBTs to be considered by the Commission. It states:-

“Payments made by or for [Oldco] into an employee benefit trust or trusts for the benefit of Players, including the Specified Players, employed by [Oldco] as Professional Players, Registered and/or to be Registered as Professional Players with the Scottish Premier League  and Playing and/or to Play for Rangers FC in the Scottish Premier League and payments made by or for [Oldco] into a sub-trust or sub-trusts of such trust or trusts of which such Players were beneficiaries, payments by such trust or trusts and/or sub-trust or sub-trusts to such Players and/or for the benefit of such Players and any and all arrangements, agreements and/or undertakings and the like or similar relating to or concerning any of such Players and payments.”

 Para 9 indicates that the periods covered in the “complaint” run from 23 November 2000 to 21 May 2002, 22 May 2002 to 22 May 2005 and 23 May 2005 to 3 May 2011 in relation to EBT payments and after 15 March 2012 in relation to failure by Rangers to co-operate with the SPL and to comply with the SPL Rules. Bearing in mind that this last charge is effectively levelled against Duff & Phelps, who were running the company as administrators, it makes the declaration by them that they would have nothing more to do with these proceedings remarkable. A finding that administrators had failed to comply with the regulatory body’s investigations in an industry where they were administrators would at the very least be embarrassing and at worst could have serious financial and disciplinary consequences for the firm and the partners involved.

The “charges” allege that Oldco and Rangers FC breached the relevant Rules of the SPL, and also those of the SFA, by failing to record EBT payments and arrangements in the contracts of service of the Specified Players and/or other Players and by failing to notify them to the SPL and the SFA.   There is one Issue directed only against Rangers FC, alleging that the club was in breach of the Rules by playing ineligible players.  The fourth chapter alleges that during the period from 15 March 2012 Oldco and Rangers FC failed to co-operate and to respond to requests for documents.

The Notice of Commission was served on Oldco, Newco and Rangers FC by letters dated 2 August 2012.

The Commission then goes on to comment on certain preliminary matters.


They state in para 10:-

It is fundamental to the constitution of a body with investigatory and disciplinary powers, such as the present Commission, that it must act independently of the person or body appointing it.   We must of course operate within the terms of our remit, and apply any rules which are applicable, but in reaching our final determination of the Issues, and in making any incidental decisions, we shall exercise our own judgement, on the basis of the evidence which is adduced, in accordance with the principles of natural justice, and unfettered by the influence of the Board or of anyone else.   None of us would have accepted his appointment on any other basis.   We have the use of SPL premises and are assisted by SPL staff, but this is because we have given instructions to that effect; the members of staff, in particular, act under our instructions.

The Minute of the Board Meeting appointing the Commission is referred to:-

Continue reading


Filed under Administration, Charles Green, Football, Football Governance, Rangers, SPL