Tag Archives: Sevco Rangers

“Succulent Lamb” Still Alive and Well? – “Green won’t leave Rangers till they reach Champions League”

Back in March 2011 a new blog appeared on the Internet – Rangers Tax Case

The soon to be award winning blogger wrote, in his first post:-

“My motivation to write is born out of the willful ignorance of the Scottish media on this story.  While they reprint unbelievable PR fiction related to Rangers as news, Scotland’s Fourth Estate has gone to great efforts to ignore the tax story.”

That unquestioning press coverage became tagged with the phrase “Succulent Lamb”. One of the prime purveyors of such lamb was seen as James Traynor of the Daily Record.

Since those far off days in 2011, many things have changed, and in the football arena no one could have predicted where Scottish football and the Ibrox club would be now.

Reassuringly though some things never change. Remember that RTC was concerned with the Scottish media printing “unbelievable PR fiction related to Rangers as news”?

Today’s Daily Record has the following piece under Mr Traynor’s by-line. My comments are in bold.

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CHARLES Green has scrapped plans to make a quick Ibrox exit and vowed to stay on until Rangers are back in the Champions League. The man who took the club from the scrapheap admitted last night that he has become so attached to Rangers that he can’t walk away. Continue reading

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Filed under Charles Green, Daily Record, Press, Rangers, SFA

Some Thoughts About Shares in Rangers – Guest Post by Skinny

One of my readers has sent me the following piece. It was written last week, but I have not had the chance to post it till now and so I have edited it as regards time periods mentioned. I suspect tonight’s well won match (pun intended) would help the planned share issue.

Otherwise I will leave the stage clear for Skinny, with only the necessary health warning – the value of shares can go down as well as up.

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The problem with shares is in the valuation of the company and vice-versa

In order to value a ‘share’ one must have a valuation of what the ‘share’ is a share of. And in terms of a flotation, why the money is needed in the first place.

A company that needs financing for expansion is obviously a better ‘bet’ than one that needs to pay off debts.

For my example I shall use recent announcements by Charles Green regarding his flotation of Rangers.

Charles Green wants to raise £20 million. Why? Continue reading

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Filed under Charles Green, Guest Posts, Rangers

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.

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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?

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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.

Independence

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

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

Charles Green – The Value of the Assets of Rangers FC – Pennies or Millions of Pounds?

The number of talking points arising from Mr Green’s proclamation earlier this week means I have not been able to finish my all-encompassing analysis. Instead I am putting up comments on parts of the statement.

Today’s deals with the following words by Mr Green:-

“To make it crystal clear, the new owners purchased all the business and assets of Rangers, including titles and trophies.

“Any attempt to undermine or diminish the value of those assets will be met with the stiffest resistance, including legal recourse.”

Charles Green, CEO of the Rangers FC Ltd

Let us remind ourselves what these assets consisted of, shall we? Continue reading

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Filed under Administration, Charles Green, Insolvency Act 1986, Rangers

The Corporate Entity is NOT Rangers Football Club, Unless Mr Green Tries to Sell Shares In It?

 

I had partly written the post below but had laid it aside to do other things. Therefore yesterday’s news, which leads the post now, encouraged me to tidy it up and finish it off. For the avoidance of doubt, I am not suggesting that Mr Green or his associates are doing anything underhand or inappropriate. However, the stance seems to re-emphasise the Schrodinger’s Cat like qualities of the Rangers Football Club “entity”.

I wonder about the issue of the corporate entity v club idea, and suggest a scenario for Rangers fans to consider in the event that they choose to invest in the “corporate entity”. Continue reading

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Filed under Charles Green, Football, Rangers