The Elephant in the Room

A Guest blog by @heavidor:       

Given The Takeover Panel’s success in procuring a Court of Session order to compel Dave King to make an offer for all Rangers International Football Club Plc shares not owned by the Concert Party it would be impossible for King to remain a director unless he complies with that Order.

The co-option of Barry Scott to the board and the elevation of Alistair Johnston as a person with significant control could be construed as repositioning, however it will be whether King makes an offer of 20 pence per share to all the shareholders not included in the Concert Party or not that will determine what happens next and we shall know later this month.

(King resigning) is the correct thing to do and should have already occurred. Instead, Rangers financial reputation has been dragged through the mud by association.

Irrespective of whether King complies with the Court Order or not this story is far from over, and it will continue to hamper Rangers’ prospects until it is conclusively resolved. A King resignation as a director of RIFC would reduce the prospect of contaminating the club, its directors and advisors from the full effect of cold shouldering should he decline to make an offer.

That would mean that King, as distinct from RIFC, had financial pariah status and not the club. That is the correct thing to do and should have already occurred but, instead, Rangers’ financial reputation has been dragged through the mud by association with King.

What should not be underestimated is the reality of cold-shouldering, not for just the offending party, but for those involved in business with the offending party. The consequences are dire for the individual or organisation who falls foul of the rules, making it impossible to carry out normal business activities within the sphere of influence of The Panel, and the same consequences face those who shelter the cold shouldered.

It should be appreciated that there are members of the RIFC that are members of regulated financial professions who would be further prejudiced through association with a cold shouldered non-resident King.

Perhaps unfortunately for a large slug of the mainstream media and football authorities, financial pariah status pursuant to cold shouldering in the UK coming on top of criminal convictions in SA would be impossible to spin in any positive way or to maintain continued fit and proper status. I mean, we could have the SFA cold shouldered, couldn’t we? All said though, the cognitively dissonant will carry on regardless.

If King does the right thing by resigning from the board, it is still important to appreciate that the ‘4 Bear’ Concert Party as determined by The Panel will continue to exist irrespective of how Kings deals with the instruction to make an offer for the shares. This is the elephant in the room that remains.

The Concert Party via their shares and loans will retain the same level of control they currently have, and therefore remain compelled to abide by The Panel’s rules.

King’s resignation would not remove that impediment.

It doesn’t end there. By challenging the authority and insulting the intelligence of The Panel and the Court, King has ensured all large share transactions in RIFC will be scrutinised and questioned and could additionally determine, for example, that the Concert Party is increased to include Club 1872 and Barry Scott on the basis they are working in concert with King and/or other concert party members.

There are some who think that The Panel has been slow to respond and impose sanctions and that they are all bark and no bite. It would be wrong to think so. The reality is that King has moved the whole dispute into uncharted territory. There has been no precedent for such continued brazen and naïve flouting of Panel rules. Accordingly, The Panel has chosen to move at its own pace, dotting the ‘i’s and crossing the ‘t’s and I suggest they’re being methodical rather than indecisive in dealing with the estimable Mr King.

The true value of RIFC shares was a key point in the recent court case with all kinds of claims being made. Some think that the lack of significant arm’s-length trades makes it impossible to arrive at a correct price, and others say that the price paid to Mike Ashley in recent trades is the benchmark. In my opinion, neither is correct. Current and prospective shareholders have the financial figures in the accounts to work with, and can determine the real worth from there. On that basis it is clear to me the shares are not worth anything like the last alleged trading price on Jenkins. Rather it seems that the shares only have nominal value given the business has never declared a profit, continues to lose money and is reliant upon ongoing shareholder loans to stay in business.

Any subsequent share issue – even with King gone – could muddy the waters further; The Concert Party members may expose themselves to another Panel instruction to make another offer should any of its members acquire more shares without coming to an arrangement with The Panel beforehand.

To illustrate such an arrangement, Dermot Desmond got Panel permission to increase his shareholding above 29.9% the last time Celtic had a share issue. This is preferable to trying to hoodwink the financial authorities with tall tales.

It should be clear to all followers of RIFC’s financial travails that the status quo is unsustainable. So, the question is ‘what’s next’? The chairman’s statement that accompanied the annual accounts once more talked about loan to equity conversion without reference to the impact of the existence of a Concert Party amongst the RIFC Board of directors and providers of loans. This is remarkable any such conversion cannot take place without the permission of The Panel and/or without dragging the other directors and lenders in the quagmire with another possible offer for the shares not owned by the Concert Party.

.. the shares only have nominal value given the business has never declared a profit, continues to lose money and is reliant upon ongoing shareholder loans to stay in business

So, what should happen and what is required for RIFC to rid itself of this terrible yoke? The answers are pretty obvious; King should make an offer of 20 pence per share to all those shareholders not included in the Concert Party. He has said the shares are worth more than that and that no one would accept. If he’s correct he has nothing to worry about and he would create a clear path forward for Rangers. He would also resolve the dispute with The Panel, creating the conditions for a debt to equity conversion.

So, why might that not happen? Because if the shares are worth 27 pence as the directors have suggested that means the loan to equity conversion would have to be at the same price and, of course, if the shares not worth anything like that there would be a rush to accept 27 pence and the ball would be on the slates, so to speak.

It appears to me the board is stuck between a rock and a hard place, that King will resign, and that there will be no offer.

If this happens the position would be precarious. The current board doesn’t have the credibility, money or experience to take Rangers forward. Being a true blue should not be the defining characteristic of what’s required to make Rangers competitive but it appears to be the preferred qualification of most of their customers.

I believe Rangers need a need owner with a controlling shareholding and deep pockets to sort out this mess, and I have reason to believe this view is shared by some of those with influence.

That is not to say that a solution is imminent, but the reality check is at least a start.

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815 Comments
  1. MercDoc


    Stumbled across this and had a wee giggle, SDM knows his stuff, he won’t let Rangers get into debt again, 2000 edition. Good on Dave, gettings to grips with basic Arithmetic. 
    “The Old Firm wage bills are massive in comparison to other clubs.
    “Rangers spent £31.3m in the 13-month period – up from £20.3m.
    David Murray is seeking a solution
    “Celtic spent £14.5m on wages in the same period – up from £12.4m 

    http://news.bbc.co.uk/sport1/hi/football/scot_prem/969549.stm

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  2. jimbo

    jimbo


    Breaking News!!!

    New Scotland Manager announced:

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  3. sannoffymesssoitizz

    sannoffymesssoitizz


    An update from Phil Mac Goilla Bhain

    https://philmacgiollabhain.ie/2018/01/13/sevcos-irish-problem/

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  4. jimbo

    jimbo


    That’s my wine finished.  I’ve got some great ideas for a post tomorrow but by the time I get up I will probably say to myself oh thank goodness I shut up!

    Goodnight, love yees all.

    Well nearly everyone.

    I wonder how Ernie’s getting on?  He wasn’t the worst and had a sense of humour about him.

    I miss him.

    You lot were horrible to him.
    1718  Take care Ernie!

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  5. upthehoops


    SANNOFFYMESSSOITIZZJANUARY 14, 2018 at 00:28

    An update from Phil Mac Goilla Bhain
    https://philmacgiollabhain.ie/2018/01/13/sevcos-irish-problem/

    ====================

    Given that Phil’s two most recent posts have gone as far as naming an Invoice Financing company, and a number of Insolvency Practitioners, you have to think his information is rock solid.  I don’t think any such company would take kindly to their name being thrown into the ring if there was no truth in it. 

    Just imagine the mainstream media if it was Celtic in that position. However, the silence of the media does Rangers or their fans no favours whatsoever. As many on social media have already said, why would anyone who enjoys the seemingly never ending pantomime at Ibrox want to see proper, high quality people in charge!  Personally I am quite happy with the clowns who are currently in charge.  For those of you who believe in Karma, you are seeing it every day in front of your own eyes! All they had to do was pay the taxes they were legally obliged to pay and none of this would be happening. Why on earth anyone would want the same people in charge who were involved in the non tax payment the first time is beyond me, but clearly in their eyes being a certain type of person outweighs anything else. Bonkers! 

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  6. Bill1903

    Bill1903


    Yet again Rangers are going bust imminent administration etc etc
    How long have we been hearing this?
    Meanwhile Rangers sign two decent players in Murphy and Martin on loan.
    Whatever is said they keep struggling on

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  7. John Clark


    “Good night, Keith Jackson. And thanks”
    That tribute message to a deceased KJ popped up on  my lap-top screen when I opened up a minute ago.
    It took a few seconds before I realised that my screen still throws up U.S stuff ( weather reports , news items) since coming back from Pennsylvania last Monday.
    Had me going for a while.
    Happily (well, there are limits), Not  ‘our Radar’, but a famous and much respected US sports commentator.

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  8. neepheid

    neepheid


    From Twitter. This made me laugh on a cold winter morning

    UK Emergency Alert‏ @EmergencyAIert 35m35 minutes agoMoreEMERGENCY ALERT: THREAT INBOUND. SEEK IMMEDIATE SHELTER. THIS IS NOT A DRILL. REPEAT. THIS IS NOT A DRILL. SEVCO ARE GOING INTO ADMINISTRATION. REPEAT. SEVCO ARE GOING INTO ADMINISTRATION. SEEK IMMEDIATE SHELTER. THIS IS NOT A DRILL

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  9. armchairsupporter


    Things have gone a bit quiet today. Perhaps it’s the calm before the storm. I know Phil did not say ‘imminent’ but I thought something might happen a bit more imminently than this. I was a bit suckered into JJ’s contention that it would happen on Friday!

    (I should say I am less disappointed in JJ now that he seems to be becoming more respectful of Phil and other bloggers. He seems less angry and a bit more measured. Now he just needs to lay off some of the posters on here before he is allowed off the naughty step!)

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  10. John Clark


    Quiet enough .
     I have looked up a previous notebook and found the name of the QC who presented the ToP petition last week: Ms Almira Delibegovic-Broome QC.
    It was seeing her standing in the court-room waiting her turn that made me hang on through the tedious (incomprehensible to me) first case , because I knew she had had dealings with RIFC/TRFC matters before, and the court official had assured me that the ToP petition was definitely on.

     

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  11. Allyjambo

    Allyjambo


    On this quiet day on the blog I will throw in a wee thought that has been bouncing around in the ample space of my head.

    It seems that Brighton took it upon themselves to check on TRFC’s credit rating, and possibly more, and decided against risking non-payment of the proposed fee for the Murphy transfer. Fair enough, but why worry about it when we all know that whatever happened with TRFC, if they continued, or a new club took their place claiming to be them, all football debts would have to be met before an Ibrox club continued, or started, to play football in the SPFL. Only if TRFC entered liquidation, without a Sevco appearing, would Brighton have been in danger of not seeing their money. 

    I wonder what it was they discovered!

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  12. Bogs Dollox


    Maybe they dont expect to see a Third iteration of The Sons of William or they were just insulted that someone was treating them like mugs.

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  13. paddy malarkey

    paddy malarkey


    Now that Dave King has an appeal date in 5 weeks , do you think the Compliance Officer will use the time to announce the result of his investigation into the award of the Euro licence ? He’s been at it for a while .

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  14. Cluster One

    Cluster One


    ALLYJAMBOJANUARY 14, 2018 at 14:28
    all football debts would have to be met before an Ibrox club continued, or started, to play football in the SPFL.
    ———–
    They may not have that rule in England that all football debts would have to be met before a club can continued.I may be wrong. but maybe that is why  Brighton took it upon themselves to check on TRFC’s credit rating

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  15. Cluster One

    Cluster One


    PADDY MALARKEYJANUARY 14, 2018 at 14:45
    He’s been at it for a while
    ———–
    Since September i believe

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  16. Allyjambo

    Allyjambo


    CLUSTER ONEJANUARY 14, 2018 at 14:46
    I’m not certain myself, but I’m sure I read somewhere recently that they do have the rule. That aside, I’d be surprised if no one at Brighton was aware that the rule exists in Scottish football. I’d  also expect that Murphy, being a ‘Rangers’ man, would have known from when TRFC had to cough up, and pointed it out if he was so keen to make the move permanent.

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  17. tony

    tony


    ALLYJAMBO
    could it be that they took him on loan to try and cement uefa spot,if they fail that then the player goes back,if they get the spot they may purchase him…..just a thought

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  18. Allyjambo

    Allyjambo


    TONYJANUARY 14, 2018 at 15:25
    ALLYJAMBOcould it be that they took him on loan to try and cement uefa spot,if they fail that then the player goes back,if they get the spot they may purchase him…..just a thought
    ____________

    Only if it was TRFC that moved the goalposts. Their PR machine, the SMSM, said it was Brighton who moved them.

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  19. tony

    tony


    ALLYJAMBO
    i would believe the beano before smsm

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  20. bfbpuzzled


    If an organisation said that it needed millions of pounds in the short term to survive in the hope that something might turn up and it said that funding of player acquisitions would have to be neutral financially I would be wary when they set out to buy a player at potentially £1000000.
    I might also have a wee look at the squad they intended to churn to obtain funds and their past history of sales and acquisitions. That might lead to further wariness
    There is also possibly a history of exaggerating prices obtained for players which might not bear scrutiny. 
    A wee phone call to Mick McCarthy or Mark Warburton might reveal some things.
    ps I saw about five minutes of TRFC in Florida and heard the American commentator  wax ludicrous about how hard it would be to retain the services of Josh Windass

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  21. Cluster One

    Cluster One


    TONYJANUARY 14, 2018 at 15:25
    1
    0 Rate This
    ALLYJAMBOcould it be that they took him on loan to try and cement uefa spot
    ———-
    Back in the day(well last year) they use to pay millions for a player06 to get him in to try and win something, then offload him/them, after one or two installments of said millions paid. try and make a profit along the way.
    Only trouble is they never won anything and the players are branded duds,(still some moved on thought, but no profit made.
    One day they may get it right like a Boumsong very little paid and after a few short months sold for millions.
    But until then it has not worked for them, maybe they can’t even to get players in these days for millions paid06to help them win something and pay one or two installments before trying to move them out the door hence the loan players now. But the calibre of player they will get with loans to try and win something is not the caliber of player you get for millions in transfer fees.
    You never know they may get lucky and win something,then again they may not

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  22. tony

    tony


    CLUSTER ONE
    the boumsong one was one of the ones that led to the investigation which in turn killed them off,souness i  believe got an EBT after that transfer

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  23. PhilMacGiollaBhain


    A deserved hat tip here for your own John Clark for his court coverage.
    Just as well he was there.

    https://philmacgiollabhain.ie/2018/01/13/sevcos-irish-problem/

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  24. Cluster One

    Cluster One


    TONYJANUARY 14, 2018 at 16:00
    They don’t have friends now who will pay over the odds for what is on show,and no secret EBT’s to help things along

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  25. Cluster One

    Cluster One


    PHILMACGIOLLABHAINJANUARY 14, 2018 at 16:18
    A deserved hat tip here for your own John Clark for his court coverage.
    ———-
    That reminds me to ask, will JC be at court on Thursday 18th jan?

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  26. John Clark


    PhilMacGiollaBhainJanuary 14, 2018 at 16:18
    ‘..Just as well he was there’
    _______________
    ‘Go raibh maith agat, a Pilib’
    I am astonished that only one accredited journalist turned up on Friday ,apart from a freelancer -who did not hang around to see if the case would actually call.
    When so many of them have reams to write about King’s supposed (but if real, concealed from the Courts) capacity to bank-roll TRFC Ltd to footballing success ,it’s incredible that none of them keep a beady eye on the Rolls of Court  to find out what is happening on the Court order front.
    I would have thought that any kind of ‘business editor’ or ‘city editor’ would be  interested in the precedent-setting stance taken by the Panel on Takeovers and Mergers, and the possible ramifications if ( which is unlikely, but always possible) for Stock market regulation if King were to win his appeal!
    It’s as much a business story as a football story.
    But there seems to be a dead hand of some kind leaning on their collective shoulder.

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  27. West Ham Fan


    to clear up one matter.. “Football Debts” exist in England as well as Scotland 🙂

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  28. PhilMacGiollaBhain


    JOHN CLARKJANUARY 14, 2018 at 17:03
    ____________________________
    Tá fáilte romhat (you’re welcome) 04
    Yeah.
    It tells a tale that there wasn’t even a freelancer sent to cover the King/TOP case.
    Although you see something Machiavellian in that the prosaic reality is that staff cuts in the SMSM over the last decade have been relentless.
    Therefore a concerned citizen like yourself has to step in to do the job of the Fourth Estate.
    This shouldn’t be, but it is.
    As you will see from my piece DK was hoping for a new date in the summer.
    However, the TOP lawyers were aware of that.
    Instead, he got 4 weeks.
    No doubt you’ll be there on the 28th of next month.

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  29. scottc

    scottc


    WEST HAM FAN
    JANUARY 14, 2018 at 17:06
    to clear up one matter.. “Football Debts” exist in England as well as Scotland 

    Perhaps my memory playing tricks on me, but way back in 2012, when Charles Green was allowed to play his team in Division 3, ‘so long as he cleared the football debts’, was that not ‘even though no such rule exists in Scotland’? Has that rule actually been added since then or am I remembering incorrectly?
    I’m sure I read that at the time and was surprised

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  30. Cluster One

    Cluster One


    WEST HAM FANJANUARY 14, 2018 at 17:06
    Thanks for clarification, then again i just read Scottc’s post

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  31. Homunculus

    Homunculus


    JOHN CLARK
    JANUARY 14, 2018 at 17:03
    ============================

    As I understand it the Takeover Panel having to take someone to court to follow their ruling is unprecedented.

    Clearly an appeal against the Court of Session ruling is therefore also unprecedented.

    We are talking about things which have never happened before, or put another way … new.

    Surely the papers, radio, TV would want to cover it. 

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  32. Homunculus

    Homunculus


    On football creditors.

    This is quite interesting, and describes how paying football creditors 100p in the pound where other non secured creditors get much less can form part of the CVA.

    https://www.companyrescue.co.uk/guides-knowledge/guides/football-creditors-rule-3910/

    In spite of the “pari passu” principle, which would mean that everyone was treated equally.

    It is effectively, as I see it, an artificial preference. 

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  33. jimbo

    jimbo


    There is word about on several sites, including Phils’, that there is a story on the funding of the trip to Florida.  Take your pick from:
    They used a scheduled flight, not a private hire; The players travelled Economy Class; The players had to pay the cost up front to be reimbursed later; They did not stay in a 5 star hotel but used good but not expensive accommodation; There could have been trouble with credit worthiness at travel agents.

    Now some or all of this could be true.

    But given the splendid job Gary Ralston did last week on killing stone dead the Admin. rumours I fully expect Gary to rise to this recent challenge.  Shine some light on this for us. After all the attention his admin. piece last week attracted I’m sure he has got a taste for this level of success. 

    Go for it Gary!  (You had a colleague over there – Mark McDougall? – have a word with him for the low down.

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  34. John Clark


    PhilMacGiollaBhainJanuary 14, 2018 at 17:30
    ‘..No doubt you’ll be there on the 28th of next month”
    _______
    I plan to be , but we  have visitor coming over from the States round about then. If I possibly can be there , I will.

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  35. PhilMacGiollaBhain


    JOHN CLARKJANUARY 14, 2018 at 18:00
    ________________________________________

    Good man yourself.
    It could be interesting.

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  36. John Clark


    Cluster OneJanuary 14, 2018 at 16:43
    ‘..will JC be at court on Thursday 18th jan?’
    __________
    The Whitehouse damages claim is of interest primarily for any light it throws on the idiotic seizing of papers that were legally privileged, even when they had been told so.
    Far be it from me to suggest anything but a very, very unforgiveable cock-up by polis or Crown Office.
    I plan to be there, to hear what happened, from the horses’ a.s.s.

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  37. jimbo

    jimbo


    JC, maybe EJ will be there too?

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  38. Cluster One

    Cluster One


    JIMBOJANUARY 14, 2018 at 17:56
    The players had to pay the cost up front to be reimbursed later
    ————–
    Have club 1872 started a crowd fund for the players16
    Now some or all of this could be true.Or am i just being a little 07

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  39. StevieBC

    StevieBC


    If I was a TRFC player who didn’t have all my brains in my feet, I would already have prompted my agent to make informal inquiries on my behalf, with potential new clubs.

    If payroll is not met this month, and this triggers Admin. then players have to look out for themselves…just like Naismith did in 2012.

    And being asked to pay for your own costs to Florida – if true – should be a huge red flag to unsettle the players and their agents…you would think?

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  40. John Clark


    jimboJanuary 14, 2018 at 18:13
    ‘.,,JC, maybe EJ will be there too?’
    ______________
    I think eJ has more calls on his grandfatherly services than I have, jimbo. I’m sure if he is free to attend, he’ll be there! 
    I hope he is. 

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  41. jimbo

    jimbo


    I always try to be empathetic.  I liked this post from a bear on another blog – a good bear.
    “I like the fact we are going for loans. Seems the sensible thing to do in January. We can ‘try before we buy’. Make sure they do well, then potentially get the in the summer. Very little outlay also bar wages and it sorts us out in the short term”.

    Always look on the bright side of life……

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  42. easyJambo


    John Clark January 14, 2018 at 20:23
    jimboJanuary 14, 2018 at 18:13 ‘.,,JC, maybe EJ will be there too?’
    ______________
    I think eJ has more calls on his grandfatherly services than I have, jimbo. I’m sure if he is free to attend, he’ll be there!  I hope he is. 
    =======================
    My plan at the moment is to be there on the morning of the 18th and all day if required on 19th.

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  43. John Clark


    easyJamboJanuary 14, 2018 at 21:31
    ‘..My plan at the moment is to be there on the morning of the 18th and all day if required on 19th.’
    ____________
    That’s good news: I think your hearing is more acute than mine!

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  44. Cluster One

    Cluster One


    JIMBOJANUARY 14, 2018 at 21:25
    We can ‘try before we buy’?
    For potentially. read,hope someone comes in with money.
    Very little outlay also bar wages and it sorts us out in the short term”.
    Then start all over again from scratch and hope again someone comes in with money.

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  45. Highlander

    Highlander


    There’s much conjecture just now about Rangers* imminently going into administration, but then there’s been conjecture about the new Ibrox club going into administration virtually on a monthly basis throughout the entire (almost) six years of its existence, most, if not all of it, based entirely on wishful thinking.

    Yes, I know they are a loss-making business with no line of credit to a bank and I appreciate that they rely on soft loans from directors just to keep the lights on, and that there is considerable doubt about the prospects of future ‘over-investment’ and the provision of a previously promised war-chest.

    However, those predicting, or praying for, the imminent demise of the club currently operating out of Ibrox clearly haven’t been paying attention since 2012. Having gone through so much in the past six years, including somehow duping most of the population into believing that the original club survived liquidation, they’re hardly going to let a minor matter like a mere shortage of cash get in the way of the biggest scam ever to hit Scottish football.

    Remember that both Rangers clubs aren’t subject to the same rules and regulations that the rest of us mere mortals have to adhere to. They’re virtually immune from prosecution and punishment.

    Just look at their ability to completely avoid sanction after being found guilty in the Supreme Court of industrial scale cheating over a period of a decade or so!

    The amount of court cases involving either iteration of Rangers during the past few years would have seen any other club before the football authorities on charges of bringing the game into disrepute, as would the incriminating evidence divulged by various official bodies during those court cases and in an array of commissions, inquiries and tax tribunals. And let’s be honest – who is going to be surprised if the SFA’s compliance officer announces they’ve no case to answer regarding the matter he is currently dragging his heels over?

    Don’t get me wrong, nobody more than me wants them to get their just desserts, I just don’t get excited at being told the club is definitely heading for administration for the 97th time since the original club went into liquidation.

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  46. jimbo

    jimbo


    C.O., The poster I quoted from is a fan of on pitch rather than off pitch.

    We all know them. They are in the majority.  They might know the headline events of the past few years but wouldn’t feel comfortable on a site like this.  That’s not being disrespectful but they love football, love their club and that is where their strength is.  Without them we wouldn’t have a game to follow.

    I often hear pundits on radio saying things like ‘I’m no expert’,
    ‘I’m no lawyer’, ‘I’m not an accountant’.  They kind of fall into the same category as mentioned above.

    Where I do have a problem is with journalists.  They might not be members of any of the professions mentioned but they have access to them.  It’s their job to be informed.  But they so often come away with things I could have said myself.  That’s not a compliment by the way.

    One thing I will say in my defence is that I keep good company on line to try and understand things.  Do any of the fourth estate try to up their game?  Think of the big hitter posters on here.  I don’t want to mention names in case I miss anyone out.  You can learn all you need to know on here without needing to read a newspaper.  I still read them on line in order to compare and contrast.

    But we are in a minority.  Happy to be part of it.

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  47. Homunculus

    Homunculus


    I don’t think administration is imminent, I simply don’t see any point in it. Unless it is a pre-pack moving the assets of the existing company into a new one.

    Which ends with the winding up of the company which loses all of it’s assets. It simply can’t trade any more.

    Pre-pack administration would be a euphemism for liquidation in those circumstances. It would be liquidating the assets of the existing company by transferring them to a new one at an agreed cost. Then winding up the old company. 

    The current business is bust and has been for quite some time. Existing based on constant loans from directors / shareholders / their associates is not a tenable business model, it’s an expensive hobby. 

    This business is failing, just like the last one. It’s really just how they sell that failure to the customers in order to transfer them over to a new business. 

    The above is not an exclusive. It’s common knowledge, based on their own accounts and the statements of the PLC chairman. 

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  48. John Clark


    I had a wee check to see whether there had been any interest expressed on the worldwidenet in the fact that Dave king’s appeal is scheduled for hearing on 28th feb.
    Didn’t see any mention so I have fired off this email to  financial@theguardian.com
    “Good evening,
    I am a little bit astonished at the apparent lack of interest there seems to be in the Court action taken against Dave Cunningham King,Chairman of Rangers International Football Club plc, by the Panel on Takeovers and Mergers.
    King having failed to comply with an order by the Takeover Panel Appeal Board to make an offer to buy all the shares of RIFC plc that he and his ‘concert party’ do not already own, The Panel ( in an unprecedented move) brought an action in the Court of Session, under section 955 of the Companies Act 2006, seeking the Court to make an order requiring him to comply .
    The Lord Ordinary (Lord Bannatyne),not without some hesitancy, made such an order.
    King appealed that decision.
    And on Friday 12th January, I sat in the Court of Session to hear Counsel for the Panel petition the Court for urgent disposal of that appeal, since the matter was of some significance.
    After discussion, the parties agreed with the judge’s suggestion that the hearing be on 28th February/1st March.
    This fact has not, as far as I have been able to ascertain, been mentioned in any newspaper or broadcast.
    Astonishingly so, when one thinks that the Courts might conceivably emasculate the Takeover Panel as any kind of disciplinary force in regulating the Market if King wins his appeal.
    I understand that,hitherto, even the most perverse company director who ‘breaks the rules’ has ultimately complied with the Panel’s rulings, rather than face the prospect of ‘cold shouldering’.
    That the Panel should have felt it necessary to involve the Courts says something.
    I am not qualified to comment on what it may say, but I would have expected a higher level of interest among those who are qualified.
    Yours in puzzlement,
    John Clark

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  49. John Clark


    HomunculusJanuary 14, 2018 at 23:15
    ‘..It’s really just how they sell that failure to the customers in order to transfer them over to a new business. ‘
    _____________
    And if that new business does not claim to be the old business, and is not supported in that claim by the SFA/SPFL, I have no problems:

    Club goes bust, new club created: no problem

    Club goes bust, new club created but supported by the SFA in its pretence to be entitled to be regarded as the old club in so far as sporting honours etc go, but not in respect of the dishonour of being a creditor-cheater, sports cheater etc……?

    Absolutely no way anyone could rationally support that.

    Or that a sports governing body could even begin to think that that kind of scenario could ever be accepted.

    View Comment
  50. sannoffymesssoitizz

    sannoffymesssoitizz


    Chapeau JC, I wish I could still write clear, cogent, concise, correct, courteous, and complete letters like yours!

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  51. John Clark


    sannoffymesssoitizzJanuary 15, 2018 at 00:47
    ‘..I wish I could still write clear, cogent, concise, correct, courteous, and complete letters’
    _______
    Ach, c’mon! Your use of alliteration shows that you had as good a teacher as I had.
    But wait! Were you my teacher? 19
    Naw, you’d need to be about at least a hunnert years auld!

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  52. John Clark


    And, just before I retire for the night (Mrs C is calling from above03!) I should mention that I copied the  email that I sent to the guardian to the Takeover Panel.

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  53. Carfins Finest

    Carfins Finest


    Good morning all. I would like to offer a personal thank you to all of the knowledgeable posters on here for the information on administration whether pre pack or not and also liquidation. From the start of all this nonsense way back when I firs stumbled upon The Rangers Tax Case it has been an outstanding education to say the least. Thanks to people like JC and the Jambo twins. I am sure that there are thousands like me who are now far more informed and enlightened because of this site. I have a question though: If the current incumbents of Ibrox do indeed follow follow their previous  club/company/boiler room subsidiary into the grave does the next reincarnation get to keep the Ramsdens Cup?

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  54. Cluster One

    Cluster One


    CARFINS FINESTJANUARY 15, 2018 at 06:00
    I have a question though: If the current incumbents of Ibrox do indeed follow follow their previous  club/company/boiler room subsidiary into the grave does the next reincarnation get to keep the Ramsdens Cup?
    ————
    It is recognised that the effectiveness of a historical sporting sanction is not a straightforward concept. For present purposes, unless counsel advises otherwise, what might be considered effective in the case of a Championship or Cup might be an order that its award is withdrawn ab initio and a direction to Newco and Rangers FC that it does not represent that it was a Championship or Cup won by Rangers FC. It is understood that the historical awards of Championships or Cups are amongst the ‘assets’ of Oldco purportedly ‘sold’ to Newco, through the agency of the administrators by Oldco, in June 2012; so that Newco might now be sanctioned by SPFL if it did not cease to claim that such an award stood in the records of Rangers FC.
    https://spfl.co.uk/news/article/spfl-press-release-84/

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  55. the taxman cometh

    the taxman cometh



    HOMUNCULUSJANUARY 14, 2018 at 17:45
    31
    0 Rate This
    JOHN CLARKJANUARY 14, 2018 at 17:03============================
    As I understand it the Takeover Panel having to take someone to court to follow their ruling is unprecedented.”

    ———-

    Anyone asked them why they did not and still haven’t applied the cold shoulder?

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  56. Allyjambo

    Allyjambo


    THE TAXMAN COMETHJANUARY 15, 2018 at 08:08

    Do we know they haven’t? As it has never been applied before, how do we know how to recognise it when it happens? If the media are not covering the court cases, commonly known as turning a blind eye, are they likely to let us know of any actions the TOP have taken? We don’t even know if it’s the TOP’s practice to publicise their actions in the national press.

    For the record, I don’t think they have yet issued the cold shoulder, but recent rumours might suggest the club is having difficulty getting credit, of a kind they have managed until very recently. Could word have reached the credit agencies, officially or unofficially, ruining what credit score they had managed to accumulate?

    What a bummer, though, credit rating ruined just as credit card charges are abolished21

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  57. Homunculus

    Homunculus


    JOHN CLARK
    JANUARY 15, 2018 at 00:05
    ===================================

    To be honest this would be a different scenario, depending on how it was orchestrated. 

    For the previous club you had the holding company (Wavetower) and the subsidiary (Rangers). It was Rangers which was placed into administration, Wavetower continued. I is unquestionably the club which is being liquidated.

    If this was done differently and it was RIFC PLC which was liquidated, moving the shares (100%) to a new holding company then TRFC Ltd would have survived. It would just have a different owner. So it would be the holding company which is wound up but the club would survive.

    I’m not sure if it could be done that way, simply moving the shares (and the company as a whole) rather than the assets individually.  However if it was possible and it happened then I would consider it a different scenario than the previous club.

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  58. Billy Boyce


    Re: the demise of Carillion.  The difference between administration and liquidation is being discussed on the BBC this morning – south of the border.  I wonder if Auntie’s employees in the Pacific Quay outpost are listening to their English counterparts?
    Once the Receivers do their work, could the new outfit be known as The Carillion?

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  59. blu


    Billy BoyceJanuary 15, 2018 at 09:09

    Re: the demise of Carillion.  The difference between administration and liquidation is being discussed on the BBC this morning – south of the border.  I wonder if Auntie’s employees in the Pacific Quay outpost are listening to their English counterparts? Once the Receivers do their work, could the new outfit be known as The Carillion?

    Billy, both Carillion and RFC 2012 (IL) clearly too big to fail on the basis that there are vested interests that say so.

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  60. Allyjambo

    Allyjambo


    HOMUNCULUSJANUARY 15, 2018 at 09:06

    For this to work, there would have to be a buyer for TRFC prepared to meet the administrators’/liquidators’ valuation of the club and to either clear the club’s debts or accept responsibility for them. The valuation of the club would depend on the willingness of RIFC’s creditors to accept less than they might expect from the individual sale of the club’s assets.

    A problem for TRFC, if it didn’t join RIFC in administration, is that all it’s debts, including those to the parent company, would remain in place, in full, even with RIFC in liquidation.

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  61. Allyjambo

    Allyjambo


    SKOOSH60JANUARY 15, 2018 at 09:37

    I wonder how long it will be until we read ‘Kilmarnock have moved the goalposts’?

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  62. Allyjambo

    Allyjambo


    Oops, looks like Kilmarnock have moved the goalposts.

    https://stv.tv/amp/1406207-kilmarnock-set-to-reject-rangers-bid-for-jordan-jones/?__twitter_impression=true

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  63. scottc

    scottc


    ALLYJAMBO
    JANUARY 15, 2018 at 09:00 4 1 Rate This
    THE TAXMAN COMETHJANUARY 15, 2018 at 08:08
    Do we know they haven’t? As it has never been applied before, how do we know how to recognise it when it happens?

    It has been applied before, and in relation to a football club too.
    https://ftalphaville.ft.com/2010/07/14/286311/cold-shouldered-by-the-takeover-panel/

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  64. John Clark


    Billy BoyceJanuary 15, 2018 at 09:09
    ‘.. The difference between administration and liquidation is being discussed on the BBC this morning..’
    ___________
    I’ve just listened to the BBC Radio 4 podcast.

    Carillion directors seem to me to have behaved like a certain knave of the realm: extremely recklessly and foolishly. Too much debt, too much debt, too much debt.

    Interestingly, the question was floated : could there be a call-back of bonuses, or even salaries, paid to the feckless fools who have brought potentially a huge dirty mess that might affect us all?

    The programme then moved on to a quite different topic: the possible takeover  by Melrose industries and  GKN.

    I wonder if there are any smart cookies on the Melrose board cooking up a wee concert party, with one eye on the King situation?19

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  65. Angus1983


    Forgive me if I’m mistaken, but …

    … application of the “cold shoulder” involves a formal statement being published by the Takeover Panel. I’m not aware of any such statement.

    “The consequence of such statement is that members of the UK Financial Conduct Authority (FCA) and certain professional bodies would not, in accordance with their respective rules, be able to act for such person in a transaction subject to the code (ie, that person would be ‘cold shouldered’)” – International Law Office. 

    Thus, “cold-shouldering” only applies to transactions related to the Takeover Code. In other words, not general financial business. I’d suggest that Mr King will probably not be too concerned by this, unless he’s planning any other takeovers in the mid-term future.

    Meanwhile, I have to agree with Bill1903 that – for all the conviction at SFM, JJ and Phil McG’s sites that TRFC/RIFC are uncontrollably approaching an administration event (which has been imminent for months, if not years, now) – there seems to very little hard, or even soft, evidence to that effect. It all appears to be speculation and wishful thinking, with information coming from un-named “sources” that doesn’t appear to be backed up in reality. Mr McG’s set of questions to the Ibrox press office do not constitute evidence.

    TRFC’s continued signing of players on loan deals would indicate that they have every intention of continuing. Loans rather than firm signings could be seen simply as a way of “cutting their cloth” – which is what we’ve all been moaning at them for not doing up til now, isn’t it?

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  66. John Clark


    Carillion files for voluntary liquidation, according to BBC news a few minutes ago.
    A few seconds later, there is an item about  TRFC in the transfer market!

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  67. Allyjambo

    Allyjambo


    SCOTTCJANUARY 15, 2018 at 11:05

    Didn’t know that Scott, thanks.

    The article, though, tells us the panel ‘has officially cold shouldered three activist investors’, rather in the same way it was announced that King had been ordered to make the offer, or face the cold shoulder. It isn’t an official statement from the panel that the cold shoulder is now in place. Basically it’s a report that the panel have found them guilty of breaking it’s code and the subsequent penalty. In King’s case, the findings, the order to make the offer, and the penalty he would face if he didn’t (the cold shoulder), have already been reported, so I am left wondering if the panel would deem it necessary to make a public announcement of the start of the cold shoulder, or if it would just fall into place – for what right minded business would deal with him, or a company he is chairman of, once the panel had made their decision known, and that they clearly consider him deserving of the cold shoulder? The article doesn’t tell us how the ‘cold shoulder’ is imposed, whether a written order is given to all affected parties, or just passed by word of mouth, and this is what I am referring to in that the cold shoulder may very well be happening, but we don’t know it, and may never read an announcement that it is in effect.

    I do like to imagine, though, that the cold shoulder is imposed when Blind Pugh walks up to King and places a Black Spot in his hand. Argh, Jim lad!

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  68. John Clark


    Angus1983January 15, 2018 at 11:44
    ‘… as a way of “cutting their cloth”
    ________________
    The proper expression is “to cut one’s coat according to one’s cloth” meaning to act in accordance with one’s financial limitations.
    There’s precious little evidence that RIFC plc/TRFC Ltd can be said to doing that!

    View Comment
  69. scottc

    scottc


    ALLYJAMBO
    JANUARY 15, 2018 at 12:20

    I would imagine, Ally, that they would just announce something to FCA members (if that’s the right word). Maybe also a notice in the London Gazette. Other than that though, I would think not

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  70. Angus1983


    JC – thank you for the idiom correction.

    My point is that, despite lots of speculation, there’s precious little real evidence of the opposite – that TRFC are *not* living within their means (means which include internal debt), are trading whilst technically insolvent, are getting quotes from insolvency practitioners, etc. They give all the appearance of a club operating relatively normally, but within budget constraints. Certainly they appear to be taking risks, but none which currently place them at the door of Administrators.

    Where, for example, does the story that players paid their own air-fares to Florida come from? An un-named “source”, perhaps?

    There seem to be several people claiming inside knowledge, but events in the real world simply do not back up their claims. In the trade, we call rumours that aren’t backed up by verifiable sources “hearsay”, and treat them accordingly until such time as they are.

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  71. Homunculus

    Homunculus


    ANGUS1983
    JANUARY 15, 2018 at 11:44
    ==================================

    The club’s short term future is entirely dependent on NOAL providing loans both this year and next, just to jeep the business afloat. That’s on the basis that their other assumptions e.g. European income, are accurate. 

    This has caused there to be “going concern” issues in the audited accounts, and not for the first time. The board and the auditors have concerns about the business being solvent and continuing to trade.

    Without the £7m Dave King has promised the business is already insolvent. Unless it can borrow the money from elsewhere. It is only his promises which are currently preventing an insolvency event. 

    Whilst that does not mean an insolvency event is imminent it is hard evidence that they are fighting one off. No matter how much people try to spin the situation.

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  72. Allyjambo

    Allyjambo


    HOMUNCULUSJANUARY 15, 2018 at 12:59

    Correct. While rumours are rumours, the report and accounts are pretty hard evidence of a business in serious trouble. They are, in fact, the only hard evidence available to anyone with which to make a reasonable guess at the state of the club’s finances. The promises of a glib and shameless liar, to provide the life maintaining loans to the club, are of no more value, on the face of it, than the rumours that are so easily discounted. 

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  73. Homunculus

    Homunculus


    Allyjambo
    January 15, 2018 at 13:28
    ===========================

    Indeed, given the hard evidence available one would be looking for evidence that they weren’t moving towards insolvency, rather than they were. That’s ignoring rumour, gossip and hearsay.

    The question is really simple, and comes in five parts

    1, Is impecunious Dave King making good on his promise to provide the funds required to keep the business afloat.

    2, If not has someone else agreed to provide the money instead.

    3, If not are they able to dispose of assets such that they can pay the bills as they fall due.

    4, If not, are creditors / staff willing to wait to get paid, say until season ticket money is in.

    5, If not, when does the insolvency event take place.

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  74. bordersdon


    HomunculusJanuary 15, 2018 at 13:40
    ——————————————————–
    However if the answer to Q1 is yes (is there any evidence to the contrary?) then Q2 – Q5 are irrelevant? For now anyway. Not sure if the new loan rangers were in the projections though.

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