So let's get this straight

[calscot 0]

Just trying to understand the Miller takeover.

 

So it seems to me that:

 

1. Miller will start a new Rangers company.

 

2. The administrators have the power to sell all Rangers assets to this new company at a price which they think will benefit the creditors and achieve a larger payout than winding up the original company.

 

3. Basically they swap the assets for cash (liquefying the assets) to present to the credits for CVA approval, and failing that winding up and distributing the moneys according to company law.

 

4. Creditors will just have to take what they can get and cut their losses and if they go by the CVA route the original company, owned by Whyte is left with no assets and no debt.

 

5. Miller's new company have none of the debt but will need approval to take over Rangers' membership in the SFA and SPL. Sanctions could and probably will still be imposed. Possible three year ban from Europe.

 

6. Sanctions can be circumvented if Miller can buy the effective shell of a company from Whyte in time and then transfer the assets back to that company or perform some sort of two tier structure as Celtic have done.

 

7. Whyte will probably want a significant pay-off for Rangers gaining the advantage of number 6. Miller will have to negotiate and decide the price where he will walk away and be a complete newco.

 

8. Ticketus will have to sue Whyte for their losses. Good luck to them.

 

9. HMRC will receive some of the PAYE but none of the EBT money. In that respect they will have lost out big time but will have won in putting Rangers to the brink which will scare other clubs and companies into settling EBT back-taxes and prevent future use of this and similar aggressive tax avoidance strategies.

 

 

So if this is something near the correct interpretation, it seems we still have one of a choice of two problems to solve - minimising sanctions for becoming a newco or obtaining Whyte's shares for a what looks like more than a nominal sum. I think he'll want a decent wodge for his trouble and for making himself the most hated man in Scotland.

 

Anyone want to clarify?

[Ergatrude 0]

I can't clarify anything, but what you have written is pretty much how I understand it.

 

I think Miller's 'incubator' buys the assets & protects them from being used as a bargaining chip by Whyte. This way he SHOULD theoretically drive a lower price to buy the current Rangers plus SPL membership etc, but still having the back up plan of complete newco if Whyte acts the cunt.

[calscot 0]

The bit I wasn't sure about is the administrator powers to do this. It must mean that they think that the quantum achieved from Miller is greater and more expedient than selling off assets in a liquidation sale.

 

To be honest, if we get the original company back from Whyte, it all seems a bit too easy... What is to stop companies doing this all the time? Or will Whyte be punished by not being able to be a director for a while?

 

It does seem that Whyte still has some leverage for a pay-off; however, he risks getting nothing so he has to be flexible.

 

I'm still wondering about his situation with Ticketus and also the missing millions. And I wonder how much he has snaffled away.

 

Sounds to me like Ticketus are at the moment only out about £16m (due to the repayment of £8m by the club) and could possibly get say £6m in the CVA leaving them maybe £10m down. You can see why they wanted in with the BKs as they'd maybe be about £6m better off plus making quite a bit more than that with the loan deal.

[calscot 0]

PS I think the club was shorter of cash than we could understand due to that £8m repayment to Ticketus without seeing any of the original loan coming in, bar the payment to Lloyds. That's where a lot of the PAYE shortfall went.

[Bluedell 5,367]

Sounds to me like Ticketus are at the moment only out about £16m (due to the repayment of £8m by the club)

 

What repayment? Did the admins not disclose the balance due as £27m and I don't think that there's been any payments to them since then.

[UCF2008 0]

What repayment? Did the admins not disclose the balance due as £27m and I don't think that there's been any payments to them since then.

 

Does the worth of 100,000 season tickets not add up to more than £27m though?

 

Assuming the average season ticket price over the course of the deal was approx £350 then that would possibly explain how Ticketus could already have been repaid around £8m.

[Bluedell 5,367]

I've looked into it further and there have been repayments of £8m last year (the first instalment of £3m was in June 2011 followed by an additional payment of £5m in September), but the balance left is still around £27m, I believe.

[plgsarmy 111]

I've looked into it further and there have been repayments of £8m last year (the first instalment of £3m was in June 2011 followed by an additional payment of £5m in September), but the balance left is still around £27m, I believe.

 

Bluedell, this has gone way over my head now so are you able to advise on the following.

 

1) How can the assets just be transferred to a newco? What about Craig Whyte and his shares?

2) How can players be transferred and what about their registrations?

3) What happens if a CVA can't be agreed?

 

It seems to me that if this was a way to get out of administration and avoid liquidation then every company in trouble could do this? I'm really struggling with this.

Edited May 3, 2012 by plgsarmy
typo

[craig 5,199]

Is this not the type of loophole the government were trying to close ?

[Bluedell 5,367]

Is this not the type of loophole the government were trying to close ?

 

I think that they were trying to close pre-packs where existing owners just set up again. This is slightly different and is the maximisation of income based on the sale of the business.