Tag Archives: Wulstan Earley

“Charlotte Fakes” – Red Herrings for Rangers or Smoking Guns for Green and Whyte?

Over recent days various documents have appeared online under the name “Charlotte Fakes” seeming to refer to the dealings involving Craig Whyte, Charles Green and Rangers.

I have not commented on them in detail so far for various reasons.

First of all, I have been very busy and it would take time, from what I have seen of them, for proper analysis of the documents.

Secondly, until things are made clear, the veracity of the documents is uncertain. That is not to say that they are fakes, or doctored, or as in the case of invoices involving Rangers and Ticketus, created using clip-art!

At first look they seem to have the appearance of being genuine, but until confirmed either way that can only be guesswork. If however the documents have been created to mislead, then that is a lot of effort, for uncertain effect. Continue reading

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Charles Green and Craig Whyte – Connections or Coincidences?

100bjd contributed an excellent post yesterday, having analysed the portfolio of Allenby Capital. This was a company set up by Imran Ahmad, who sold up at Allenby recently to join Zeus Capital, and who has now quit that company to take on a full time role at Ibrox.

That piece raises the possibility that there could be links, either deliberate or coincidental, between Mr Green and Mr Whyte.

One of the companies to which Allenby Capital has acted as an adviser is Merchant House Group, which is very closely connected to Craig Whyte.

It is, of course, possible that Mr Ahmad had nothing at all to do with MHG in his time at Allenby, although, as the top man in the business, he might at least have been expected to be aware of this major client. Mr Whyte has been closely involved with MHG over a number of years, and the other office holders in MHG, such as Mr Holmes, have been close associates of Mr Whyte over many years.

Whilst this does not place Mr Green immediately in contact with Mr Whyte, it does provide a close link to him, and perhaps makes it easy to see why Mr Whyte was in position to effect an introduction for Mr Green’s consortium to Duff & Phelps.

As well as the financial adviser connection through MHG, Allenby Capital and Mr Ahmad, there seems to be a further connection in the legal field, if you pardon the pun (which of course won’t become apparent as a pun till later in this piece). Continue reading

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In Football’s “Six Degrees of Kevin Bacon” How Close is Charles Green to Craig Whyte? An Earley Answer

 

In the game “Six Degrees of Kevin Bacon” a player has to link another actor or performer to Mr Bacon in no more than six steps. The game is not intended to show that Mr Bacon is an integral part of world cinema, but rather the interconnectedness of people in a comparatively small field.

In an idle moment this morning, I tried the same with Mr Green, the new “preferred bidder” for Rangers and Mr Whyte. I offer the following simply to show how connected the world of football finance is. Nothing I say should be seen as in any way casting doubt on the bona fides of Mr Green or indeed of Mr Whyte.

All of my company research comes via duedil.com, but if there are any errors, they will be mine.

Mr Green has been heavily involved in football and business for many years. One name which crops up a few times in connection with him is John Michael Edelson, also known as Michael Edelson (and I apologise for using Wikipedia as a source). Continue reading

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Craig Whyte – More Fun with Forms – An Apparently Non-existent Company and Rangers Floating Charge

The system used in the UK for recording securities over company assets is not as clear as one (well me) would like.

Unlike mortgages and similar securities over property, which are lodged in Scotland with the Land Register; which are available for public viewing (and copies can be obtained for a modest price); and which depend for their validity on being recorded, the system for recording Floating Charges etc is far less clear. One might almost think that the rules were drawn up to prevent clarity.

Where there is a charge over a company’s non-heritable assets, this is meant to be recorded in the Register of Companies. The spirit of openness in corporate dealings requires that, for example, a lender can see authoritatively what other parties might be ahead of them in the queue in the event of the debtor failing to repay.

Whist the security does not depend entirely on registration for its validity, proper recording is vital for example, in a liquidation, so at to protect the lender’s security.

Unfortunately the system records what has been granted but without exhibiting the documents themselves. This means that there can be some detective work involved in working out exactly what the position is.

This leads us to an issue looked at in the Rangers Tax Case Blog in November 2011. After previous looks at the security documents lodged in connection with the variations to the Rangers Floating Charge, a further document, detailing changes to the floating charge, was prepared on 26th October 2011. The document can be seen here – Rangers Security Charge Change 11_11.

The floating charge is the security granted in 1999 by Rangers in favour of the Bank of Scotland. When Wavetower Ltd, Craig Whyte’s company, now called Rangers FC Group Ltd, bought the Club from MIH, the debt due to Lloyds Banking Group, which now controls the Bank of Scotland was paid off and the right to recover it assigned to Wavetower. The point is that the floating charge, being granted before 2003, allows Mr Whyte to appoint a receiver to the company to get back all the money Wavetower is owed.  It “floats” over all the assets of the company until it crystallises, at which time it secures the assets of the company at that time for the creditor.

The receiver’s duty is to the individual creditor, unlike an administrator or liquidator, whose duties are to all the creditors. As the floating charge came into being pre 2003, Wavetower retains this power to appoint a receiver.  This has long been seen as Mr Whyte’s trump card, and the way he can legitimately get his and Wavetower’s money back out of Rangers before anyone else.

So in October 2011 we have a form labelled “Particulars of an instrument of alteration to a floating charge created by a company registered in Scotland”.

This details that it relates to a floating charge granted on 24th February 1999 by Rangers Football Club PLC to the Bank of Scotland and the rights of the Bank thereunder have been transferred by way of an assignation dated 5th May 2011 to Rangers FC Group Ltd.

So far, so clear. All the assets of the company, with the exception of any already excluded, are covered by the charge.

Then we come to the most relevant part of the form for my purposes today.

This comes against the backcloth of the Rangers and Ticketus relationship whereby a large slice of Rangers’ season ticket income for the next three years has effectively been pledged to, or sold to, Ticketus in return for money now. Some have tried to work out whether or not Ticketus might have a security which had not yet been registered.

Where, if anywhere, Ticketus stands in relation to the floating charge is therefore very important.

The form then goes on to detail the parties which have executed the alteration. As the notes say, in terms of s466 (1) of the Companies Act, the minute of alteration needs to be completed by the company, the holder of the charge and the holder of any other charge affected by this one.

So, we would expect to see Rangers Football Club PLC, as indeed we do, as they are the company granting the security. We also find, as expected, Rangers FC Group Ltd, as they have the benefit of the Charge.

We have Close Leasing Ltd (a company with close connections to Phil Betts, erstwhile Rangers FC Director) and Close is mentioned as it is involved with the security regarding catering income at Ibrox, where provision of the service is contracted out to Azure.

Close Leasing seems to have provided funds to Rangers secured against the catering income, in another short-term loan. This type of arrangement would normally be used, as with the Ticketus arrangement, for short-term working capital purposes, and not for long term funding.

But there is a fourth party named in the document: – “Liberty Capital Limited with Registered Office at 7th Floor, Aldermary House, 10-15 Queen Street, London EC4N 1TX”.

That means that Liberty is a party, in some way, to the floating charge over Rangers Football Club PLC’s assets. Does this therefore suggest that rights under this have been assigned further from “Group” to Liberty? Otherwise, why mention them?

Is Liberty “the holder of the charge or the holder of any other charge affected by this one”?

The problem though might arise in connection with the designation. As the form states, it describes “Liberty Capital Limited with Registered Office at 7th Floor, Aldermary House, 10-15 Queen Street, London EC4N 1TX”.

A search in the Companies House register shows that there is no active company in the UK of that name.  Liberty Capital PLC exists, but this is a non-trading company registered at a different address.

Liberty Capital Markets Ltd is incorporated at the same residential address in Sutton where Mr White, rather than Mr Whyte, incorporated two companies in 2010, as mentioned in my blog yesterday.

That company, formerly JB Woodward Investments Ltd, was struck off the register in November 2010.

A new company of the same name was incorporated on 1st November 2010, with its sole director being Wulstan Earley, mentioned in yesterday’s piece too.

A previous Liberty Capital Ltd was dissolved in 2000, but seems to have no connection to any of the parties linked to Mr Whyte.

Mr Whyte is the sole owner, he tells us, of Liberty Capital Ltd, but this is a company incorporated in the British Virgin Islands where transparency is not the first priority in the applicable Company law. Therefore there is, as far as I can see, no such legal entity as ““Liberty Capital Limited with Registered Office at 7th Floor, Aldermary House, 10-15 Queen Street, London EC4N 1TX”.

The security form was prepared by Morton Fraser LLP. I would assume that they would not have made a mistake in completing it, as almost certainly they were working from the actual security documentation.

It would be a real problem for Mr Whyte’s Liberty Capital Ltd, if indeed that is the company which is meant to be involved here, if it turned out that the paperwork had been completed incorrectly, denying the company the protection it ought to be due.

As on a number of occasions before, the standard of form filling on behalf of Mr Whyte seems lamentable (whether by his staff or his legal advisers, although as I have stated I would be very surprised if such an error was the fault of Morton Fraser).

It would be wrong to suggest that this displays a pattern of obfuscation or in any way is a deliberate attempt on the part of anyone actively to mislead people as to the identity of Mr Whyte or Mr White, or as to the nature of the corporate relationships supporting Rangers Football Club PLC. Paperwork can be so confusing.

There are some comments too to be made regarding the narrative of the document itself, but that is for another post.

Hopefully Mr Whyte might read this and take steps immediately to correct the error to avoid prejudice to Liberty Capital Ltd, and to parties involved with the various companies involved.

After all, it appears that Mr Whyte or someone close to his administration of Rangers reads this blog or RTC.

NB – I should say that my record checking was carried out on the Companies House website today (6th February) at 10.30 am and therefore, if those records are wrong, and there is indeed a Liberty Capital Ltd registered at the address mentioned, then I apologise to Mr Whyte’s form fillers. I might suggest they take the issue up with Companies House.

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Craig Whyte or Craig White – More Questions re Identity or Shoddy Paperwork?

I have written before about the two Craig Thomas Whyte’s listed on Companies House, one born in 1969 and one in 1971, although it seems that the two are in fact one.

I have also previously mentioned two companies – MCR Investments Ltd and MCR Capital Ltd.

Readers with the endurance to get to the bottom of the latter piece to which I have linked might recall that these two companies are both listed as having as a director “Craig Thomas WHITE”.

We already know of the company Merchant Corporate Recovery Group and its connections with Mr Whyte. It would be a coincidence, but not beyond the bounds of possibility, that someone of a similar name could have companies with similar names.

I have been greatly assisted however by BillyBhoy68, a regular contributor to the RTC blog.

He forwarded on to me the documentation regarding the incorporation of each company.

What it goes to show is that Mr Whyte, or White, is ill served by his administrative assistance.

The poor man has a catalogue of missed legal deadlines, clearly through inadvertence or oversight rather than as a deliberate tactic, and as pointed out, he has appeared under two different names and two different birth dates in official records.

Here are the documents regarding the two companies I mentioned:- MCR Capital Ltd and MCR Investments Ltd

MCR Capital Ltd was incorporated on 16th February 2010 and MCR Investments Ltd on 18th February 2010. Both are incorporated with Registered Offices at a residential address in Sutton in London. The address is a mid terrace “Wimpey style” box. It is also the registered office address of, amongst others, Liberty Capital Markets Ltd. Remember Mr Whyte’s company, which owns 100% of Rangers FC Group Ltd is Liberty Capital Ltd, incorporated in the British Virgin Islands. With all due respect to Sutton, it ain’t the BVI!

Both applications were lodged electronically. Companies House has measures to ensure that registrations and returns made on the Internet are secure. Those measures are foolproof. There is no suggestion that these companies were formed anything other than genuinely. (Though there is one point I will remark on below).

Both companies have only one Director. That is “Craig Thomas White” born on 18th January 1971. Mr “White” is listed as residing at “Castle Grant, Grantown-On Spey”.

There is a public reference in Highland Council’s planning records to an application regarding Castle Grant, in the name of “Mr and Mrs White”.

His occupation is listed on both as “Director”.

In each case there is a note that the person has consented to act. However, in the “Authenticated” section, there is the word “ERROR” in connection with “Capital” but “YES” with “Investments.

However, each company was incorporated, and therefore any issues with authentication were presumably dealt with to the satisfaction of Companies House.

It appears that neither company ever traded, and each was struck off the Companies Register and dissolved on 27th September 2011.

It is also of note that, for each company, the Certificate of Compliance stating that all of the requirements for registration have been complied with has been completed for the subscriber “Craig Thomas White” by his agent “Craig Thomas White”.  In each case “Mr White” has confirmed that he agrees to become a member of the company, this being a separate and distinct agreement from that of being a Director.

The only other difference is in the names of the initial shareholders. In “Investments” the only shareholder is the same “Craig Thomas White”. In respect of “Capital” there are two. The details of the second shareholder are, I submit, the final link proving that Mr White and Mr Whyte are one and the same.

Subject to that, this could all be coincidental still, despite the following connections.

1                    The similarity of the names – Craig Thomas Whyte and Craig Thomas White.

2                    The identical date of birth shared by Mr White and one Mr Whyte.

3                    The address of Mr White being Castle Grant, although it might only be press speculation that Mr Whyte’s own address is there. Alternatively Mr White might have been a lodger? Who knows?

4                    Liberty Capital Markets Ltd being registered at the same address as “Capital” and “Investments” when Mr Whyte’s company is “Liberty Capital Ltd”.

5                    The fact that Mr Whyte is closely connected to the Merchant Corporate Recovery Group, and these two companies are called “MCR”.

The final matter though is the identity of the other shareholder in “Capital” – Mr Wulstan Kenneth Frank Earley.

On 29th October 2011 Nick Harris wrote a column in the Daily Mail. Interestingly the column as it now appears is not as it was first written. If you read the comments, you might wonder why a column made up of stories on Blackburn, the BBC moving to Salford and a BBC drama filming in Wembley has some heated discussion about Celtic and Rangers.

The answer, with great thanks again to BillyBhoy68, is here (LINK FIXED, I THINK), in a part of the story removed from the Mail website. As the reader will see, it refers to the takeover and concludes with the following paragraphs:-

“Rumours abound of secret backers, although Whyte dismisses them as ‘total nonsense’. He concedes he knows one mooted figure, a former bankrupt called Aidan Earley, … but only, a spokesman says, as ‘one of scores of people in his network of contacts who occasionally introduce him to deals. That is as far as their relationship extends’.

“Earley did not respond to Inside Sport’s questions, but his brother and business partner, Wulstan, says neither are involved in Rangers and he last spoke to Whyte at a charity golf day in 2009, attended by, among others, Jodie Kidd and Jimmy Tarbuck.”

(The piece may have been removed from the Mail due to a comment regarding Aidan Earley which I have not seen repeated elsewhere, and therefore which I have deleted from the extract above, and which I would ask anyone who sees it to ignore. )

However, both Messrs Earley, along with Brendan Earley, whom I assume to be a third brother, have been connected either with companies in which Mr Whyte has been a director, or in which close associates of Mr Whyte have been Directors.

For example, Mr Earley has sat on company boards with James Holmes, who in turn sat as a director with Mr Whyte on the board of Countryliner Group, and who recently formed Team Discounts PLC with him.

It is not inconsistent for Wulstan Earley to state that he last spoke to Mr Whyte in 2009, even although he appears as a 50/50 shareholder with Mr Whyte in a company incorporated in February 2010, the Registered Office address being one at which other companies involving Mr Earley are registered. One might ask whether or not Mr Whyte, sorry, Mr White, had his permission to use an address which could be Mr Earley’s home address as the base for two new companies. In any event, the occupier of the property would no doubt have been interested to receive letters addressed to both “Capital” and “Investment” if the companies were not meant to have anything to do with that location.

I suspect no journalist has received any response from Mr Whyte or his spokesmen regarding any connection. For the avoidance of doubt, there is nothing inappropriate about having a connection with any Mr Earley. However why is the connection there is denied by Wulstan?

And why is Mr Whyte again listed as Mr White?

The poor man has a terrible record, personally or vicariously, of filling in forms correctly!

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